Interim Results to 30 June 2015

RNS Number : 2566Z
Globalworth Real Estate Inv Ltd
16 September 2015
 

16 September 2015

Globalworth Real Estate Investments Limited

Interim Report and Unaudited Condensed Consolidated Financial Statements for the six month period ended 30 June 2015

Globalworth Real Estate Investments Limited ("Globalworth" or the "Company") is pleased to release the Interim Report and Unaudited Condensed Consolidated Financial Statements for the six month period ended 30 June 2015.

Operational highlights

•              Completed on target the previously announced acquisitions of the three Class "A" office buildings located in Bucharest

•              Expanded our TAP light industrial complex in Timisoara, by delivering a c.44,800 sqm light-industrial warehouse (pre-)let to Continental; and further expanded it in Q3-15, reaching GLA of c.53,900 sqm, following the completion of the Elster light-production facility

•              Standing GLA increased to 326,953 sqm of which 273,661 sqm of commercial space

•              Total GLA increased to 336,071 sqm following the expansion of TAP in Q3-15

•              c.290,900 sqm of commercial space let or pre-let in our portfolio

•              WALL of 7.1 years

•              Average occupancy of our commercial standing properties increased by 9.7%, reaching 86.9% (as at 30 June 2015)

Financial highlights

•              Portfolio Open Market Value ("OMV")1 of €808.8 m (31 December 2014: €599.3 m) up 35.0% as compared to 31 December 2014, partly as a result of the acquisition of the above mentioned three office buildings and partly due to a valuation uplift from the 31 December 2014 portfolio values

•              Loan to Value of 44.9 per cent (31 December 2014: 34.4 per cent) up 10.5 per cent as compared to 31 December 2014, as a result of the financing required to complete the acquisition of the three Class A office buildings in Bucharest

•              Net Asset Value ("NAV") of €427.3 m (31 December 2014: €392.7 m) up 8.8% as compared to 31 December 2014

•              NAV per share of €7.972 (31 December 2014: €7.32) up 8.9% as compared to 31 December 2014

•              EPRA3 NAV of €487.54 m (31 December 2014: €434.1 m) up 12.3% as compared to 31 December 2014

•              EPRA3 NAV per share of €9.094 (31 December 2014: €8.09) up 12.3% as compared to 31 December 2014

•              Net operating income of €11.8 m (H1 2014: €3.9 m) up 200% as compared to H1 2014

•              Earnings before tax of €39.7 m (H1 2014: €76.7 m) down 48.2% as compared to H1 2014, mainly due to the significant gain on acquisition of subsidiaries in H1 20145

•              EBITDA of €31.7 m6 (H1 2014: €8.6 m) up 269% as compared to H1 2014

The Interim Report and Unaudited Condensed Consolidated Financial Statements are available in the "Investor Relations" section of the Company's website at www.globalworth.com.

For further information visit www.globalworth.com  or contact: 

Panmure Gordon (Nominated Adviser and Joint Broker)           Tel: +44 20 7886 2500

Nicola Marrin

 

 

Cantor Fitzgerald Europe (Joint Broker)                                         Tel: +44 20 7894 7000

Rick Thompson

David Foreman

 

Milbourne (Public Relations)                                                            Tel: +44 20 3540 6458

Tim Draper

 

 

About Globalworth:

Globalworth Real Estate Investments Limited is a real estate investment company founded by real estate investor and developer Ioannis Papalekas currently focused on taking advantage of investment opportunities in Romania. The Company's shares were admitted to trading on AIM in July 2013.

The Romanian market offers an attractive real estate investment proposition in the medium-to-long term. Globalworth believes that global investor capital flows will gradually move from markets considered as "safe havens" to more peripheral markets such as Romania in search of higher yielding investments. As a result, Romania should, in due course, become a more attractive destination for a wide investor audience. Globalworth anticipates holding an early mover advantage in and benefitting from this gradual shift in investor sentiment.



 

CHIEF EXECUTIVE'S STATEMENT

In the first half of 2015, we continued towards establishing Globalworth as the premier real estate Company in Romania and one of the largest in the wider SEE region.

We strengthened our real estate asset base by adding three new standing and income generating properties through new acquisitions, further expanded our TAP investment by completing the construction of two new light industrial facilities (Continental facility delivered in H1-15 and Elster facility delivered in Q3-15) and further invested on our development projects. In addition we have been actively managing our portfolio in order to increase (and maintain high) occupancy rates and generate sustainable revenues in our properties.

Our standing and income generating portfolio as at 30 June 2015 has increased by c.46% compared to YE-14, reaching total GLA of c.327,600 sqm and following the completion of Bucharest One and Elster's light industrial space in TAP to further increase to c.385,500 sqm by 2015 year end.

Total annualised contracted rent of the portfolio was c.€45.4 m (80% from standing properties) as at 30 June 2015, representing an increase of c.33% compared to 31 December 2014. We have further increased the occupancy in our portfolio, with the overall average for our standing commercial properties7 increasing to c.86.9% (from 77.2% at YE-14) and by c.3.2% on a like-for-like basis.

Globalworth's total debt exposure increased in H1-15 by c.€161.7 m mainly due to c.€109 m of new 3rd party financings achieved during the period and the roll-over of the debt facility associated with Nusco Tower and UniCredit buildings of c.€52.7 m. In spite of the new financings, the Company's LTV as at 30 June 2015 remained at the moderate level of c.44.9%. Our ability to finance acquisitions and development projects, can be further evidenced by the two new loan facilities concluded in Q3-15 for a total of c.€32.5 m (pro-forma LTV of 48.9 %).

We have delivered a strong financial performance; earnings after tax excluding one-off gain on acquisitions increase by 422% when compared to the comparative period last year. It has to be noted that given the additions to our real estate portfolio, which took place at the end of Q1 and Q2-15, the first half financial results do not fully reflect the benefits to be received in the future.

Our EPRA NAV increased by 12.3% to €9.09 per share in H1-15. Like-for-like property appraised value increased by c.8.3% mainly due to the ongoing works associated with our Bucharest One development project. As at 30 June 2015, the Company's EPRA NAV had grown from inception to €9.09 per share, which when compared to the weighted average equity contribution from Globalworth's share capital increases of €5.4 per share, represents a significant uplift of almost 68.3% to shareholders that participated in the Company's share capital increases.

Looking forward to the remainder of 2015, we intend to deliver our flagship Bucharest One development prior to the end of the year and make further progress with the construction of the rest of our developments (phase one of Globalworth Campus and Gara Herastrau). Furthermore to intensify our active asset management efforts in order to enhance the appeal of our portfolio by making it more environmentally friendly and further improve (where necessary) and maintain high occupancy across our properties. Finally, we have an active pipeline of new and exciting investment opportunities which we expect will further enhance the Company's growth.

 

 

Ioannis Papalekas

Chief Executive Officer

16 September 2015



 

 

PORTFOLIO & INVESTMENTS REVIEW

 

PORTFOLIO OVERVIEW

 

Investments in H1-15

During the first half of 2015, we completed the acquisition of the three assets announced by Globalworth in Q4-14. All acquisitions were closed within their respective agreed timelines, with UniCredit HQ and Nusco Tower acquired on 31 March 2015 and Green Court Building "A" acquired on 30 June 2015. The total investment cost for the three properties was c.€129.7 m.

In addition, in May 2015, we delivered Phase I of the TAP/Continental investment, which involved the development of a c.44,800 sqm light industrial warehouse in our TAP complex in Timisoara. Subsequently, in August 2015, we expanded the complex by a further c.9,100 sqm following the completion of a new light-production facility, let principally to Elster.

With the acquisition of UniCredit HQ and the delivery of the TAP (Continental) investment, we have now concluded all of the major investments presented in our April 2014 Equity Capital Raise.

 

OVERVIEW OF NEW INVESTMENTS (30 June 2015)

 

Investment:

UniCredit HQ

Nusco Tower

Green Court Building "A"

Description:

Landmark "Class A" single-tenanted office building located in the northern part of Bucharest on Expozitiei Boulevard.

 

The property was delivered in 2012 and has received BREEAM In-Use / Very Good Green certification.

UniCredit HQ is the headquarters of the UniCredit Bank and was ranked 17th on the list of the 30th most architecturally impressive banks in the world in 2013.

 "Class A" multi-tenanted office building located in the northern part of Bucharest on the junction of Pipera Road and Gara Herastrau Street.

 

The property was delivered in 2010 and was partially refurbished during 2014-15.

 

 

 "Class A" multi-tenanted office building located in the northern part of Bucharest on Gara Herastrau Street.

 

The property, which was developed by Skanska, was completed in 2014 and has received LEED Gold certification.

 

Building "A" is part of the wider Green Court Building complex which upon completion will comprise 3 office towers.

Location:

Bucharest / North

Bucharest / New CBD

Bucharest / New CBD

Status:

Standing Property

Standing Property

Standing Property

Description:

Class "A" single-tenanted
office building

Class "A" multi-tenanted
office building

Class "A" multi-tenanted
office building

Ownership:

100.0%

100.0%

100.0%

Year of Completion:

2012

2010

2014

Appraised Value "As Is":

€52.4 m

€59.7 m

€47.6 m

GLA:

15,500

(16 floors above ground)

22,972

(20 floors above ground / refurbishment under way)

19,168

(12 floors above ground)

Occupancy:

100.0%

91.1%

100.0%

Contracted Rent:

€3.8 m

€4.3 m

€3.5 m

WALL:

6.9 yrs

1.6 yrs

6.8 yrs

Selected Tenants:

UniCredit Bank

Volksbank, Oracle, Bayer, Vodafone

Orange, Schneider Electric, Skanska

 

Globalworth's real estate portfolio at the end of H1-15 comprised 14 properties. Bucharest is our primary market of focus with 13 properties. We also own one logistics park in Timisoara, one of Romania's principal peripheral industrial hubs.

Our portfolio comprises high quality real estate properties positioned in prime locations within their respective sub-markets in Romania. We primarily focus in managing and developing office properties (c.84% of appraised value as of 30 June 2015), in addition to which we have also invested in a logistics park, a residential complex and two land plots.

The majority of our investments are in Bucharest, and principally in the new Central Business District ("New CBD") of the Capital. The New CBD is a dynamic area located at the North of the city, around the Dimitrie Pompeiu, Calea Floreasca and Barbu Vacarescu Boulevards. The area has emerged as Bucharest's new dynamic business district due to its excellent accessibility and transport infrastructure (metro, tram, bus, road), proximity to the international airport and the availability of sizeable land plots, allowing for modern class "A" property development.

Our properties can be classified into three categories: i) standing properties, ii) developments (to be delivered in the short / medium term) and iii) land for future development. Our portfolio mix provides the benefit of strong cash flows and attractive yields, which allow for capital appreciation and NAV uplift from developments.

Standing Properties

Our standing portfolio as at 30 June 2015 comprised 9 properties, with total GLA of c.326,950 sqm, valued at €639.5 m. In Bucharest we own 7 standing office properties and a residential complex, while in Timisoara we own a logistics park.

Our standing portfolio increased by c.102,500 sqm during H1-15, following the acquisitions of UniCredit HQ, Nusco Tower, Green Court Building "A" and the delivery of a new light-industrial building in the TAP complex, pre-let to Continental. Like-for-like third party valuation of our standing portfolio did not materially change over the first six months of 2015, although the overall value of our standing properties increased by c.€179.5 m as a result of the new additions.

In Q3-15 we further expanded our footprint of standing properties with the addition of a new light-production facility, let principally to Elster (TAP complex), which has resulted in our total standing GLA increasing by an additional c.111,600 sqm in the year-to-date.

All our properties are modern, have been completed or refurbished since 2008, with c.76% of our GLA and c.69% of our standing portfolio value having been delivered in the past 5 ½ years.

The number of "Green" properties in our portfolio has increased with the addition of the UniCredit HQ and Green Court Building "A", which are certified with BREEAM Very Good and LEED Gold certifications, respectively. In addition, we are targeting similar certifications of properties within our portfolio, which we hope to receive in the next 12 months.

Green Certified Properties

BOB:

·     BREEAM In-use / Excellent and LEED Gold certifications (for part of the property)

BOC:

·     BREEAM In-use / Excellent certification

UniCredit HQ

·     BREEAM VERY GOOD certification

Green Court "A"

·     LEED Gold certification

 

Most of our standing commercial properties benefit from high occupancy rates, with 7 of them having occupancy over 85%. Like-for-like occupancy increased by c.3.2% compared to YE-14.

Overall occupancy was further enhanced with the addition of three fully occupied properties UniCredit HQ, Green Court "A" and TAP/Continental, as well as Nusco Tower whose occupancy as at 30 June 2015 was 91.1%, which resulted in an average occupancy for our standing portfolio of 86.9% as of 30 June 2015.

Occupancy at the recently fully refurbished City Offices, the only standing property with occupancy lower than 85%, is expected to reach c.20.5% following the finalisation of the fit-out works currently being carried as part of the lease extension signed by Vodafone in Q3-15 (initial lease signed in Q1-15). In addition, we are in active discussions with a number of tenants for the take-up of new space in the property. It has to be noted that the overall average occupancy of our commercial standing properties, excluding City Offices, was 98.0% as of 30 June 2015.

In addition to our commercial portfolio, as at 30 June 2015, we owned 444 apartments at "Upground Towers", a modern two-tower residential complex offering a total of 571 apartments benefiting from fine views of the nearby Tei Lake. The property is ideally situated in the New CBD, in close proximity to our commercial portfolio, thus allowing us to leverage its use and provide a complete package to many of our international tenants looking for turnkey solutions when relocating operations.

In Q2-15, underpinned by the gradual improvement in the residential investment market, we actively marketed residential units in Upground and as a result sold two apartments between May and June (three further units were sold in July and September) at an average price per unit of €181,000 (average sale price per unit of all five apartments of c.148,000). In addition, as of 30 June 2015, we had 205 apartments leased, generating €1.5 m of rental income per annum.

 

Standing Portfolio (H1-15)

Commercial Properties

Total Standing Properties

Number of Assets:

8

9

GLA (sqm)(*):

273,661

326,953

"As Is" Valuation (30 June 15):

€538.3 m

€639.5 m

Occupancy:

86.9%

80.0%

Contracted Rent:

€34.8 m

€36.3 m

WALL:

6.0 yrs

5.8 yrs

(*) Includes c.53,217 sqm and c.53,292 sqm of residential space at 31 December 14 and 30 Jun 2015, respectively. Impact of the three residential units sold in July / September 2015 is not reflected in the table above.

 

Developments

In H1-15 we delivered Continental's Phase-I light industrial space, part of our TAP complex in Timisoara and made further progress with the construction of our three office projects in Bucharest and a second light-production facility (completed in Q3-15), as part of our TAP complex.

Timisoara

In May 2015, we delivered a c.44,800 sqm light industrial space which was (pre-)let to Continental Automotive, a leading German automotive manufacturing company with operations in c.50 countries and worldwide turnover of c.€34.5 bn (2014). The Continental space was developed within our TAP complex in Timisoara. The complex was further expanded in Q3-15, following completion of the construction of a c.9,100 sqm production facility, which is let principally to Elster. The Elster Group (part of Melrose Plc) is a leading provider of gas, electricity and water meters and related communications, networking and software solutions globally. The company employs more than 7,500 staff and operates in over than 39 countries around the world.

The TAP complex now (Q3-15) offers a total of c.81,349 sqm of GLA and upon the exercise of the expansion options currently available to Valeo and Continental, these may increase the complex to a total GLA of c.123,400 sqm, making it one of the largest logistics parks in the country.

Bucharest

The construction of the structure of Bucharest One has reached the 23rd floor and the facade has been completed up to the 20th floor (4 September, 2015). Mechanical and electrical works are also under way and the construction of the project is expected to be completed in Q4-15, in line with the estimated timeline. The property has been pre-certified with the Green Certification of LEED Platinum.

For Globalworth Campus, the concept design has been finalised and the demolition works and site preparation have been completed. Following a tender process, the Company selected Bog'Art as the general contractor for the construction of Phase I. Construction is expected to reach the ground floor in October 2015.

The development of the Gara Herastrau project is in progress, with excavation works and piling now completed and the tower reached the 4th floor. The property is adjacent to Green Court Building "A", around 200 metres from Nusco Tower and Bucharest One, and is expected to be completed in Q1-16. As of September 2015, the construction works have reached the 4th floor. We will seek to achieve Green certifications similar to those of other assets in the existing portfolio, for both Globalworth Campus and Gara Herastrau.

All three of our Bucharest developments are located in the north eastern part of Bucharest in the new CBD area, the fastest growing office hub in the country, which is attracting a significant number of multinational tenants.

The appraised value of the Development Projects as at 30 June 2015 was €150.7 m ("As Is" valuation). On completion, these projects are expected to deliver c.200,271 sqm of new office and light-industrial space, with an appraised value of €391.6 m ("Completion" valuation) as at 30 June 2015.

Developments (H1-15)

H1-15 Under Construction(1)

Future Development(2)

Total        Development

Number of Assets:

4

2

4

GLA (sqm):

128,155

72,116

200,271

"As Is" Valuation (30 June 15):

€137.7 m

€13.0 m

€150.7 m

Estimated Remaining Capex

€104.1 m

€64.5 m

€168.6 m

"Completion" Valuation (30 June 15):

€310.4 m

€81.2 m

€391.6 m

Contracted Occupancy:

41.3%

58.3%

47.4%

Contracted Rent:

€9.1 m

€1.5 m

€10.6 m

WALL:

10.3 yrs

12.9 yrs

10.6 yrs

(1)  "H1-15 Under Construction"; includes Bucharest One, GWI Campus Phase I, Gara Herastrau and Elster (completed in Q3-15)

(2) "Future Development"; includes GWI Campus Phase II and TAP extensions for Valeo and Continental

 

 

Figures in €m

"As Is"

Remaining

Capex

Mark to Market

"Completion"

LTV (%)*

BOB

52.1

-

-

52.1

65%

BOC

143.4

-

-

143.4

58%

TCI

77.1

-

-

77.1

33%

City Offices

64.4

-

-

64.4

23%

Upground Towers

109.0

-

-

109.0

34%

UniCredit HQ

52.4

-

-

52.4

45%

Nusco Tower

59.8

-

-

59.8

48%

Green Court "A"

47.6

-

-

47.6

57%

TAP

43.0

13.7

3.5

60.2

48%

Bucharest One

98.5

38.1

17.6

154.2

-

Globalworth Campus

31.2

106.8

46.3

184.3

-

Gara Herastrau

11.7

10.0

4.8

26.5

47%

Luterana

12.7

-

-

12.7

-

Herastrau 1

5.9

-

-

5.9

-

TOTAL OWNED

808.8

168.6

72.2

1,049.6

45%

* Based on debt levels as of 30 June 2015.

 

Land for Future Development

The Company owns land plots in two prime locations (Herastrau lake and the historical CBD) in Bucharest for future development, with a total land area of c.9,767 sqm and an appraised value of €18.6 m at 30 June 2015.

These plots represent further opportunities for office or mixed-use developments which we intend to take advantage of in the future in order to further grow our real estate portfolio. We are currently in the planning phase for each project, and in discussions with potential tenants.

 

OVERVIEW OF PORTFOLIO (at 30 June 2015)

 

Property

Location

Main Use

GLA (sqm)

Appraised Value

"As Is" (€m)

Appraised Value "On Completion" (€m)

Contracted NOI (€m)

Occupancy

WALL

BOB

Bucharest

Office

22,391

52.1

52.1

3.7

97.5%

5.2 yrs

BOC

Bucharest

Office

56,647

143.4

143.4

9.6

96.2%

6.1 yrs

TCI

Bucharest

Office

22,228

77.1

77.1

5.0

100.0%

4.0 yrs

City Offices(*)

Bucharest

Office & Parking

35,968

64.4

64.4

1.1

14.0%

5.5 yrs

UniCredit HQ

Bucharest

Office

15,500

52.4

52.4

3.8

100.0%

6.9 yrs

Nusco Tower

Bucharest

Office

22,972

59.8

59.8

4.3

91.1%

1.6 yrs

Green Court "A"

Bucharest

Office

19,168

47.6

47.6

3.5

100.0%

6.8 yrs

Upground Towers(**)

Bucharest

Residential & Retail

59,847

109.0

109.0

2.4

100.0%

8.7 yrs

TAP(***)

Timisoara

Light Industrial

81,349

43.0

60.2

3.4

97.3%

13.0 yrs

Bucharest One

Bucharest

Office

49,277

98.5

154.2

4.4

42.6%

10.6 yrs

Globalworth Campus

Bucharest

Office

87,808

31.2

184.3

4.2

28.5%

10.0 yrs

Gara Herastrau

Bucharest

Office

12,037

11.7

26.5

-

-

-

Luterana

Bucharest

Office

-

12.7

12.7

-

-

-

Herastrau 1

Bucharest

Office

-

5.9

5.9

-

-

-

TOTAL




808.8

1,049.6

45.4



(*) City Offices consists of two connected buildings, a Commercial Building offering retail and office space and a Multilevel Parking

(**) WALL for Upground Towers represents the commercial element of the residential complex. WALL for the residential units is 1.2 yrs

(***) Figures presented exclude the extension options available to tenants in the complex

 



 

ROMANIAN MARKET OVERVIEW

 

Romania's real estate market continued to perform well in the first half of 2015, supported by the strong market macro fundamentals of the country.

Overall, the Romanian economy has been benefiting from the recent fiscal easements announced (and in certain cases already implemented), the increased appetite of the banking sector to provide financing and the overall growing economy. Private consumption has improved since the start of the year as a result of an increase in real wages, as inflation continues to remain close to zero. Reduction in VAT rates from 24% to 20% in 2016 and 19% in 2017 (while VAT cuts in food items has already been implemented), together with the increase in lending appetite (key bank rate down to 1.75% from 5.25% in June 2013 and reduced mandatory bank reserves) are expected to support the improvement in consumer spending and to contribute to the economic growth. Real GDP is expected to grow at c.3.2% (with more optimistic estimates reaching up to 4.0%) in 2015.

The Bucharest office market - Globalworth's core investment market - continues to improve. Prime office yields in Bucharest continue to compress reaching 7.5%, with vendors pressing for even tighter yields as a result of the increasing competition and the improving economy. Total office take-up in H1-15 was estimated at c.131,000 sqm, of which only c.16% were renewals. Demand for office space continues to outstrip supply, as only 60,000 sqm of new office space were delivered in the market in H1-15. The demand / supply disequilibrium has resulted in a reduction in overall vacancy to c.12.9%, though no change has been observed in prime office rates, which remained stable in H1-15.  

Future expectations in the market are that yields and rents will be further pressured to tighten and increase respectively in the short-medium term as demand from prime office space continues to be higher compared to supply and as special construction tax imposed on new developments is abolished (from 1 January 2017).

The industrial/logistics real estate market continues to be very active, attracting significant interest by investors and tenants. The sector recorded during Q2-15 c.140,000 sqm of net absorption which represents the 2nd strongest quarter since 2005. Overall, during H1-15 the leasing activity reached c.170,000 sqm of which Bucharest accounted for c.54%, with the rest recorded in regional cities such as Timisoara, Arad, Cluj, Brasov and Ploiesti. Similar to the office sector, prime industrial rents have stabilised and prime yields have continued to compress reaching 8.75%. In addition there is a disequilibrium favouring demand versus supply, which has resulted in significant increase in occupancy, which has reached c.92% in Bucharest and around c.94% at a national level.

2014 recorded the highest post-crisis investment volumes in the Romanian commercial real estate market with c. €1.1 bn of transactions completed. Activity in H1-15 was c.€190 m, though market specialists expect the total volume for the year to reach c.€0.8 bn.

Source: Ministry of Finance Romania "MF", National Bank of Romania "NBR", CBRE, Institute of National Statistics "INS", Jones Lang LaSalle "JLL" and the Company.



 

FINANCIAL REVIEW

A.   Highlights

·     Completed the acquisitions of three Class A office buildings in Bucharest, namely of UniCredit HQ, Nusco Tower, and Green Court Building "A"

·     Portfolio Open Market Value ("OMV")8 of €808.8 m (31 December 2014: €599.3 m) up 35.0% as compared to 31 December 2014, partly as a result of the acquisition of the above mentioned three office buildings and partly due to a valuation uplift from the 31 December 2014 portfolio values

·     Loan to Value of 44.9 per cent (31 December 2014: 34.4 per cent) up 10.5 per cent as compared to 31 December 2014, as a result of the financing required to complete the acquisition of the three Class A office buildings in Bucharest

·     Net Asset Value ("NAV") of €427.3 m (31 December 2014: €392.7 m) up 8.8% as compared to 31 December 2014

·     NAV per share of €7.97 (31 December 2014: €7.32) up 8.9% as compared to 31 December 2014

·     EPRA NAV of €487.5 m (31 December 2014: €434.1 m) up 12.3% as compared to 31 December 2014

·     EPRA NAV per share of €9.09 (31 December 2014: €8.09) up 12.3% as compared to 31 December 2014

·     Net operating income of €11.8 m (H1-14: €3.9 m) up 200% as compared to H1-14

·     Earnings before tax of €39.7 m (H1-14: €76.7 m) down 48.2% as compared to H1-14, mainly due to the significant gain on acquisition of subsidiaries in H1-149

·     EBITDA of €31.7 m (H1-14: €8.6 m) up 269% as compared to H1-14

 

 

B.   Analysis of results for the six month period ended 30 June 2015

1.     Revenues and profitability

 

·     Revenues and NOI increased significantly in H1-15 compared to H1-14, reaching a total of €17.6 m and €11.8 m, respectively (from €9.1 m and €3.9 m, respectively, in H1-14), positively impacted by the acquisition of three10 leased properties since 30 June 2014. Nevertheless, the revenues and NOI recorded in H1-15 do not reflect fully the contribution of the three properties acquired in H1-15, as the respective acquisitions were completed on 31 March 2015 (2 properties) and on 30 June 2015 (one property).

·     Administrative expenses in H1-15 increased by 17.0% as compared to H1-14, mainly as a result of the increased number of subsidiaries administered by the Group during H1-15, and the increase in the number of employees.

·     Acquisition costs in H1-15 were significantly lower than in H1-14 due to the reduced number of acquisitions completed in H1-15 as compared to those completed in H1-14.

·     EBITDA more than doubled in H1-15 compared to H1-14, as a result of the effects of the increased NOI and more significant increase in the fair value of investment property recorded due to the increased number of assets held during H1-15 as compared to H1-14.

·     Increased financing costs during H1-15 by 112%, mainly due to the higher level of interest charged on financing arrangements (interest bearing loans increased from c.€20.5 m on 1 January 2014 to c.€358 m on 30 June 2015) and to a lesser extent to the increased one-off costs associated with the arrangement of new debt financing.

 

 

2.     Portfolio valuation, shareholders and equity and NAV

 

·     The significant level of investment and development activity in 2015 influenced positively the total value of real estate assets, leading to a significant gain.

·     €26.7 m of capex on standing and under development properties, which contributed to the uplift of €49.9 m in the current property portfolio, valued at €808.8 m at period end.

·     EPRA NAV per share increased from €8.09 per share on 31 December 2014 to €9.09 per share as at 30 June 2015, representing an increase of 12.3%, driven mainly by the net positive effect (€15.8 m purchase gain) of the addition of three leased properties to our real estate portfolio, and the net positive results for H1-15, excluding the purchase gain on acquisitions, of €18.7 m.

·     The number of shares in issue remained constant during H1-15.

 

 

3.     Results and dividends

 

The results for the period are set out in the consolidated statement of comprehensive income on page 21. The Board of Directors has concluded that at this juncture the Company is best served by retaining its current cash reserves to support its investment strategy. Consequently, the Directors do not recommend the payment of an interim dividend for the period ended 30 June 2015.

 

 

4.     Financing activities

 

In the first half of 2015 the Group managed to successfully secure a total of c.€170 m debt financing. As at 30 June 2015 the weighted average remaining duration of the Group's debt was c.4 years.

 

A short outline of the financing transactions that took place in this period are as follows:

 

·     Conclusion of a €55 m short-term holding company level secured debt facility in March 2015 in order to fund the equity portion of the Nusco Tower S.R.L. (Nusco Tower) and Bog'Art Offices S.R.L. (UniCredit HQ) acquisitions. The facility has been provided by subsidiaries of funds managed by Oak Hill Advisors, L.P. and certain of its advisory affiliates for €36.67 m of the facility, and York Capital Management Global Advisors, LLC, through York Global Finance Offshore BDH (Luxembourg) S.à r.l. for €18.33 m of the facility. In June 2015 the Group concluded an addendum to the above mentioned facility for an additional €45 m funding and extended the maturity of the entire €100 m facility to July 2016.

·     On 31 March 2015, together with the finalization of the Nusco Tower S.R.L. and Bog'Art Offices S.R.L. acquisitions, we have taken over financing facilities of €52.5 m in total from UniCredit Bank, with maturities ranging from two years and a half to seven years. Further details are disclosed in note 13 to the attached interim condensed consolidated financial statements.

·     Extension of two existing facilities granted by local lender Bancpost S.A. of c.€8 m and conclusion of a 7 year, €9.1 m loan facility with United Bulgarian Bank11 in June 2015, in order to refinance part of the equity injected into SEE Exclusive Development S.R.L. for the development of the TAP complex.

 

In addition to the above, early in July 2015 we have signed a €27 m long term facility with BCR S.A. (Erste Bank Group), which was used by the Company to refinance part of the acquisition cost of the Green Court Building "A" office building. In August 2015 we secured another medium term loan from Libra Bank in Romania of c.€5.5 m, taking the total debt financing secured in 2015 to date to c.€203 m.

The total debt portfolio of the Group ranges between short and medium to long-term debt, denominated mostly in EUR, with a small portion denominated in Romanian Leu. They are secured with real estate mortgages, pledges on shares, receivables and loan subordination agreements in favour of the financing banks.

In terms of applicable financial covenants observed, the most notable are the Debt Service Cover Ratio ('DSCR'), with values ranging from 110% to 135%, and the Loan to Value ratio ('LTV'), with values ranging from 60% up to 80% (versus the significantly lower overall LTV of the Group at 30 June 2015 of 44.9%), with no actual deviations occurring during the period from the aforementioned values.

 

 

5.     Cash flows

 

·     Net cash resources raised during the six months ended 30 June 2015 from new debt financing of €109.1 m.

·     Cash used on new acquisitions, developments and overall upgrade of our real estate portfolio of €89.5 m.

·     Positive cash flows from operating activities of €3.6 m during the period ended 30 June 2015.

·     Operating cash flows are anticipated to increase in the second half of 2015 with the acquisition of three standing buildings and improvements made in the occupancy of existing properties.

 

 

 

6.     Liquidity

 

Our Group seeks to maintain, at all times, sufficient liquidity to enable it to finance its ongoing, planned property investments, whilst maintaining flexibility to quickly capture attractive new investment opportunities.

During the first six months of year 2015, as outlined above, a total of c.€170 m additional debt financing was secured or extended. Cash and cash equivalents increased from c.€22 m at 31 December 2014 to c.€35.5 m on 30 June 2015.

 

 

7.     Principal Risks and Uncertainties

 

The key risks which may have a material impact on the Group's performance, together with the corresponding mitigating actions, are presented on pages 52 to 57 of the Annual Report for the year ended 31 December 2014, which is available at www.globalworth.com.

These risks comprise the following:

·     Exposure to the economic environment in Romania and changes in the political or regulatory framework in Romania or the European Union

·     Inability to execute planned acquisition of properties and lack of available financing

·     Counterparty credit risk

·     Risk of changes in interest rates and exchange rates

·     Risk of negative changes in the valuation of portfolio

·     Inability to lease space and renew expiring leases

·     Inability to complete projects under development on time

·     Risk of breach of loan covenants, and

·     Risk of change in fiscal regulations

There has been no significant change in these risks during the six month period ended 30 June 2015, and these risks are expected to continue to remain relevant during the second half of year 2015.

 

 

8.     Going Concern

 

The Directors have considered the Company's ability to continue to operate as a going concern based on the Management's cash flow projections for the 12 months subsequent to the date of approval of the financial statements. As outlined in note 1 of the attached the interim condensed consolidated financial statements, the Directors have a reasonable expectation that the Group's mezzanine facilities which mature in July 2016 will be refinanced, based on the number of refinancing options available, including: a combination of medium to long term debt financing (the Management is in advanced negotiations with a number of finance providers), the issuance of additional equity, or the disposal of non-core assets. On this basis, the Directors believe that the Company would have sufficient cash resources to meet its obligations as they fall due and continue to adopt the going concern basis in preparing the interim condensed consolidated financial statements as of and for the six months ended 30 June 2015



 

 

 

 

GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2015



 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED

 


Note

30 June 2015

(Unaudited)


30 June 2014

(Unaudited)



€'000


€'000






Revenue

7

17,648


9,072

Operating expenses

8

(5,892)


(5,166)

Net operating income


11,756


3,906






Administrative expenses


(3,046)


(2,603)

Acquisition costs

18

(340)


(1,493)

Fair value gain on investment property

3

23,209


8,685

Purchase gain on acquisition of subsidiaries

18

15,780


72,144

Share based payment expense

16

(62)


(73)

Foreign exchange gain


64


50



35,605


76,710






Profit before net financing cost


47,361


80,616






Finance cost

9

(8,425)


(3,978)

Finance income


715


24






Profit before tax


39,651


76,662






Income tax expense

10

(5,158)


(1,082)






Profit for the period


34,493


75,580






Other comprehensive income


-


-






Total comprehensive income for the period


34,493


75,580






Attributable to:





Equity holders of the parent

11

34,493


75,729

Non - controlling interests


-


(149)



34,493


75,580






Earnings per share (basic)

11

€0.64


2.06

Earnings per share (diluted)

11

€0.64


2.05






 



 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION








30 June

 2015


31 December 2014

 



(Unaudited)


(Audited)

 

ASSETS

Note

€'000


€'000

Non-Current assets





Investment property

3

808,788


599,257

Goodwill


12,349


12,349

Advances for investment property

5

9,524


14,454

Other long term assets


720


657

Prepayments


1,679


956



833,060


627,673

Current assets





Trade and other receivables


15,207


17,029

Income tax receivable


367


299

Prepayments


1,357


1,738

Cash and cash equivalents

14

35,508


21,957



52,439


41,023

Total assets


885,499


668,696






EQUITY AND LIABILITIES





Total equity





Issued share capital


288,740


288,740

Share based payment reserve

16

242


180

Retained earnings


138,314


103,815

Equity attributable to ordinary equity holders of the parent


427,296


392,735

Non-controlling interests


-


6



427,296


392,741

Non-current liabilities





Interest bearing loans and borrowings

13

341,869


143,814

Deferred tax liability

10

61,985


47,111

Guarantees retained from contractors


1,516


1,052

Finance lease liabilities


13


23

Deposits from tenants


1,277


983



406,660


192,983

Current liabilities





Interest bearing loans and borrowings

13

16,126


61,187

Other current financial liabilities

15

3,923


-

Trade and other payables


30,927


21,309

Finance lease liabilities


21


20

Deposits from tenants


517


433

Income tax payable


29


23



51,543


82,972

Total equity and liabilities


885,499


668,696






NAV per share

12

€7.97


€7.32

EPRA NAV per share

12

€9.09


€8.09

 

 

The financial statements on pages 21 to 47 were approved by the Board of Directors on 16 September 2015 and were signed on its behalf by:

 

 

 

 

John Whittle

Director

 

 



 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2015


Note

Equity attributable to equity holders of the parent

Non-Controlling Interests

Total Equity

Issued share capital

Share based payment reserve

Unpaid share capital

Retained earnings

Total



€'000

€'000

€'000

€'000

€'000

€'000

€'000










As at 1 January 2014 (audited)  


106,956

44

-

12,691

119,691

588

120,279










Shares issued for acquisition of subsidiary


34,459

-

-

-

34,459

-

34,459

Shares issued for outstanding consideration payable for acquisition of subsidiary


 

5,225

 

-

 

-

 

-

 

5,225

 

-

 

5,225

Issue of share capital following the additional equity capital raising


78,735

-

-

-

78,735

-

78,735

Transactions costs


(2,141)

-

-

-

(2,141)

-

(2,141)

Mandatorily convertible debt transferred to equity


-

-

65,960

-

65,960

-

65,960

Fair value of option warrants issued for Executive Share Scheme

 

 

 

-

73

-

 

-

73

-

73

Profit for the period


-

-

-

75,729

75,729

(149)

75,580

As at 30 June 2014 (unaudited)


223,234

117

65,960

88,420

377,731

439

378,170










As at 1 January 2015 (audited)


288,740

180

-

103,815

392,735

6

392,741

Fair value of option warrants issued for Executive Share Scheme

16

-

62

 

-

 

-

62

 

-

62

Acquisition of non-controlling interests

21

-

-

-

6

6

(6)

-

Profit for the period


-

-

-

34,493

34,493

-

34,493

As at 30 June 2015 (unaudited)


288,740

242

-

138,314

427,296

-

427,296

 

 

 

 



 

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED

 


Note

30 June 2015

(Unaudited)


30 June 2014

 (Unaudited)



€'000


€'000






Profit before tax


39,651


76,662






Adjustments to reconcile profit before tax to net cash flows





Fair value gain on investment property

3

(23,209)


(8,685)

Purchase gain on acquisition of subsidiaries

18

(15,780)


(72,144)

Share based payment expense

16

62


73

Depreciation on other long term assets


77


-

Foreign exchange gain


(64)


(50)

Net financing costs


7,710


3,954

Operating profit (loss) before changes in working capital


8,447


(190)






Decrease in trade and other receivables


3,409


5,390

Decrease in trade and other payables


(3,355)


(18,832)

Interest paid


(4,659)


(3,306)

Interest received


43


25

Income tax paid


(280)


(731)

Cash flows from (used in) operating activities


3,605


(17,644)






Investing activities





Expenditure on investment property under refurbishment and development


(18,541)


(24,723)

Advances for investment property

5

(2,000)


(107)

Payment for acquisition of subsidiaries less cash acquired

18

(68,827)


(19,653)

Acquisition of other long term assets


(132)


(66)

Cash flows used in investing activities


(89,500)


(44,549)






Financing activities





Proceeds from share issuance


-


78,735

Payment of transaction costs on issue of shares


-


(1,406)

Proceeds from interest bearing loans and borrowings


109,087


67,563

Repayment of interest bearing loans and borrowings


(6,550)


(34,331)

Payment of loan arrangement fees


(3,091)


(1,323)

Cash flows from financing activities


99,446


109,238






Net increase in cash and cash equivalents


13,551


47,045

Cash and cash equivalents at the beginning of the period

14

21,957


9,506

Cash and cash equivalents at the end of the period

14

35,508


56,551

 



 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SECTION I: CORPORATE INFORMATION & BASIS OF PREPARATION

This section contains corporate information about the Group, including its Directors. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's audited annual consolidated financial statements and notes thereto for the year ended 31 December 2014. Significant management's estimates, judgements and assumptions in the application of those policies specific to one note are included within the respective note.

 

1.             CORPORATE INFORMATION & BASIS OF PREPARATION

 

Corporate Information

Globalworth Real Estate Investments Limited ('the Company') was incorporated in Guernsey as a non-cellular company with liability limited by shares on 14 February 2013, with registered number 56250. The Company is domiciled in Guernsey and listed on the Alternative Investment Market of the London Stock Exchange (AIM). The registered office of the Company is at Frances House, Sir William Place, P.O. Box 156, St. Peter Port, GY1 4EU, Guernsey.

 

Directors

 

The Directors of the Company are:

Ø Geoff Miller, Non-executive, Chairman of the Board and member of the Audit and Remuneration Committees

Ø Ioannis Papalekas, Chief Executive Officer

Ø Dimitris Raptis, Deputy Chief Executive Officer and Chief Investment Officer

Ø Eli Alroy, Non-executive, member of the Remuneration Committee

Ø John Whittle, Non-executive, Chairman of the Audit and Remuneration Committees

Ø Andreea Petreanu, Non-executive, member of the Audit Committee

Ø Akbar Rafiq, Non-executive, and

Ø Alexis Atteslis, Non-executive

 

The Group had 60 employees as of 30 June 2015 (58 as of 31 December 2014).

These unaudited interim condensed consolidated financial statements have been authorised by the Board of Directors of the Company on 16 September 2015.

Basis of preparation

The interim condensed consolidated financial statements of the Group for the six months ended 30 June 2015 have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting". These interim condensed consolidated financial statements are prepared in Euro ("EUR" or "€"), rounded to the nearest thousand, being the functional currency and presentation currency of the Company.

These interim condensed consolidated financial statements have been prepared on a historical cost basis, except for investment property and derivatives which are measured at fair value.

The Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the interim condensed consolidated financial statements. The Directors based their assessment on the Group's detailed cash flow projections for the period of 12 months subsequent to the date of approval of the financial statements. In addition, the Directors in forming their conclusion to continue to adopt the going concern basis in preparing the interim condensed consolidated financial statements also considered the Group's mezzanine loan facilities, which were concluded in March 2015 and June 2015, amounting to €100 m and maturing in July 2016. However, the Group has a number of refinancing options available, including: a combination of medium to long term debt financing, the issuance of additional equity, or the disposal of non-core assets.

 

In relation to refinancing options available in particular, Management is in continuous negotiations with a number of finance providers and has received non-binding offers to provide sufficient finance to refinance its mezzanine facilities prior to their maturity date. In view of the stage of negotiations, the offered terms and the number and quality of finance providers, the Directors are confident that sufficient new financing will be obtained in due course in order to refinance the Group's mezzanine facilities mentioned above.

 

The Directors have therefore concluded that, although the expiry of loan facilities in July 2016 creates an uncertainty, it is not a material uncertainty that might cast significant doubt upon the Company's ability to continue as a going concern. On this basis, the Directors believe that the Company would have sufficient cash resources to meet its obligations as they fall due and continue to adopt the going concern basis in preparing the interim condensed consolidated financial statements as of and for the six months ended 30 June 2015.

 

Accounting policies

These interim unaudited condensed consolidated financial statements apply same accounting policies, presentation and methods of calculation as those followed in the preparation of the Group's consolidated financial statements for the year ended 31 December 2014, which were prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union ('EU') and the Companies (Guernsey) Law 2008, as amended. These interim condensed consolidated financial statements included in this Interim Report should be read in conjunction with the consolidated financial statements for the year ended 31 December 2014

 

On 1 January 2015, the Group adopted certain new accounting policies where necessary to comply with amendments to IFRS, none of which had a material impact on the consolidated results, financial position or cash flows of the Group (see note 23).

 

Basis of consolidation

These interim condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries ("the Group") as of and for the six months ended 30 June 2015.

 

Subsidiaries are fully consolidated (refer to note 18) from the date of acquisition, being the date on which the Group obtains control (refer to note 19), and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the period from the date of obtaining control to 30 June, using consistent accounting policies. All intra-group balances, transactions and unrealised gains and losses resulting from intra-group transactions are eliminated in full. Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the income statement and within equity in the consolidated statement of financial position, separately from net assets, and profit and loss attributable to equity holders of the parent.

 

2.             CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of interim condensed consolidated financial statements in conformity with IAS 34 requires the management to make certain judgements, estimates and assumptions that effect reported amounts of revenue, expenses, assets and liabilities, and the accompanying disclosures and the disclosures of contingent liabilities.

 

Selection of functional currency

The Company and its subsidiaries used their judgment, based on the criteria outlined in IAS 21 "The Effects of Changes in Foreign Exchanges Rates", and determined that the functional currency of all the entities is the EUR.

 

Further additional critical accounting judgements, estimates and assumptions are disclosed in the following notes to the financial statements. 

 

•     Investment Property, see note 3, and Fair value measurement and related estimates and judgements, see note 4

•     Commitments (operating leases commitments - Group as lessor), see note 6

•     Taxation, see note 10

•     Business combinations, see note 18

•     Investment in subsidiaries, see note 19

 

 

SECTION II: INVESTMENT PROPERTY

This section focuses on the assets in the Statement of Financial Position of the Group which form the core of Globalworth's business activities. This includes investment property and related disclosures on fair valuation inputs, advances for investment properties and commitments for future property developments. This section quantifies the property portfolio valuations and movements for the period/year. Further information about each property is described in the portfolio review section on pages 22 to 47 of the annual report and financial statements for 2014.

 

3.             INVESTMENT PROPERTY

 

 

 

 


Completed Investment property


Investment property under refurbishment


Investment property under development


Land bank for further development


Total



€'000


€'000


€'000


€'000


€'000

At 1 January 2014


7,725


55,900


51,610


6,100


121,335

Business acquisitions


366,535


-


-


-


366,535

Properties acquired during the period


-


-


14,476


-


14,476

Subsequent expenditure


396


2,717


7,083


-


10,196

Capitalised borrowing costs


-


36


15


-


51

Fair value adjustment


1,332


(2,053)


9,406


-


8,685

Movement in the period


368,263


700


30,980


-


399,943

At 30 June 2014


375,988


56,600


82,590


6,100


521,278












Business acquisitions


16,750


-


6,930


-


23,680

Transfer to land bank


-


-


(29,100)


29,100


-

Properties acquired during the period


-


-


4,560


7,548


12,108

Subsequent expenditure


1,709


5,689


22,111


681


30,190

Capitalised borrowing costs


-


105


71


-


176

Derecognised on sale of subsidiary


-


-


(4,221)


-


(4,221)

Disposal during the period


(271)


-


-


-


(271)

Fair value adjustment


834


2,606


8,446


4,431


16,317

Transfer to completed investment property


65,000


(65,000)


-


-


-

Movement in the period


84,022


(56,600)


8,797


41,760


77,979

At 31 December 2014


460,010


-


91,387


47,860


599,257












At 1 January 2015


460,010


-


91,387


47,860


599,257

Business acquisitions (note 18)


159,600


-


-


-


159,600

Subsequent expenditure


1,504


-


23,008


2,317


26,829

Capitalised borrowing costs


-


-


46


-


46

Disposal during the period


(153)


-


-


-


(153)

Fair value adjustment


1,961


-


21,664


(416)


23,209

Transfer to completed investment property


18,844


-


(18,844)


-


-

Movement in the period


181,756


-


25,874


1,901


209,531

At 30 June 2015


641,766


-


117,261


49,761


808,788

 

Judgement used in the classification of investment property

 

Investment property comprises land and buildings which are not occupied substantially for use by, or in the operations of, the Group, nor for sale in the ordinary course of business, but are held primarily to earn rental income and for capital appreciation. The Group considers that when the property is in a condition which will allow the generation of cash flows from its rental that the property is no longer a property under development or refurbishment but an investment property. If the property is kept for sale in the ordinary course of business then it is classified as inventory property.

 

4.             FAIR VALUE MEASUREMENT AND RELATED ESTIMATES AND JUDGEMENTS

 

Investment property measured at fair value

 

The Group's investment properties were valued by CBAR Research & Valuation Advisors S.R.L. (Coldwell Banker), independent professionally qualified valuers who hold a recognised relevant professional qualification and have recent experience in the locations and segments of the investment properties valued, using recognised valuation techniques.

 

Our property valuation approach and process

The Group's investment department includes a team that review the valuations performed by the independent valuers for financial reporting purposes. This team reports directly to the Chief Financial Officer (CFO), the Chief Investment Officer (CIO) and the Chief Executive Officer (CEO). Discussions of valuation processes and results are held between the CFO, CIO, CEO, the valuation team and the independent valuers twice in a financial year.

 

The fair value hierarchy levels are specified in accordance with IFRS 13 'Fair Value Measurement". Some of the inputs to the valuations are defined as 'unobservable' by IFRS 13 and these are analysed in the tables below. Any change in valuation technique or fair value hierarchy (from Level 2 to Level 3 or vice versa) is analysed at each reporting date or as of the date of the event or variation in the circumstances that caused the change.

 

For each independent valuation performed the investment team along with the finance department:

·     verifies all major inputs to the independent valuation report;

·     assesses property valuation movements when compared to the initial valuation report at acquisition or latest period end valuation report;

·     holds discussions with the independent valuer.

 

Valuation techniques, key inputs and underlying management's estimation and assumptions

Valuation techniques comprise the discounted cash flow, the sales comparison approach and residual value method.

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

 

Key information about fair value measurements using significant unobservable inputs (Level 3) and observable inputs either directly or indirectly (Level 2) are disclosed below:

 

Class of property

Carrying value

Valuation technique

Fair value hierarchy

Input

Range


30 June 2015

31 Dec. 2014

30 June 2015

31 Dec. 2014


€'000

€'000






Completed investment property

532,744

351,100

Discounted cash flow

Level 3

Rental value (sqm)

€2.77 - €65

€3.37 - €65




Discount rate

7.25% - 9.75%

7.25% - 9.25%





Exit yield

6.75% -11.50%

6.75% - 8.75%

109,022

108,910

Sales comparison

Level 2

Sales value (sqm)

€1,190

€1,190

641,766

460,010






Investment property under development

117,261

91,387

Residual method

Level 3

Rental value (sqm)

€3.59 - €20.8

€2.77 - €20.8





Discount rate

7.25% - 9.0%

7.75% - 8.25%





Exit yield

7.25% - 8.75%

7.25% - 8.75%





Capex (€m)

€43.14

€27.10

Land Bank - for further development

49,761

47,860

Sales comparison

Level 2

Sales value (sqm)

€1,063 - €1,919

€1,015 - €1,853

TOTAL

808,788

599,257






 

The fair value gain on investment property recognised in the income statement includes an amount of €23,360 thousand (2014: €5,666 thousand) for fair value measurements as of the statement of financial position date related to investment properties categorised within Level 3 of the fair value hierarchy.

 

Volatility in the global financial system is reflected in commercial real estate markets. In arriving at estimates of market values as at 30 June 2015 and 31 December 2014, the independent valuation experts used their market knowledge and professional judgment and did not rely solely on historical transactional comparables. In these circumstances, there was a greater degree of uncertainty in estimating the market values of investment properties than would have existed in a more active market. Changes in the economic conditions of the Romanian real estate market may not be captured in its totality by each valuation date.

 

Sensitivity analysis on significant inputs

The assumptions on which the Property Valuation Reports have been based include, but are not limited to, rental value per sqm, discount rate, exit yield, cost to complete, comparable market transactions for land bank for further development, tenant profile for the rented properties and the present condition of the properties.

 

These assumptions are market standard and in line with the International Valuation Standards (IVS). Generally, a change in the assumption made for the rental value (per sq. meter per annum) is accompanied by a similar change in the rent growth per annum and discount rate (and exit yield) and an opposite change in the other inputs.

A quantitative sensitivity analysis, in isolation, of the most sensitive inputs used in the independent valuations, performed, as of the statement of financial position date are set out below:

 

Class of property

Year

€0.5 change in rental value per month, per sqm

25 bps change in exit yield

5% change in Capex

€50 change in sales prices per sqm



Increase

Decrease

Increase

Decrease

Increase

Decrease

Increase

Decrease



€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Completed investment property

2015

17,328

(16,867)

(12,300)

13,100

-

-

-

-

2014

11,900

(11,900)

(8,000)

8,500

-

-

-

-

Investment property under development

2015

3,170

(2,950)

(4,160)

4,680

(2,380)

2,380

-

-

2014

5,380

(5,490)

(5,120)

5,330

(4,032)

4,122

-

-

Land for further development

2015

-

-

-

-

-

-

1,840

(2,070)

2014

-

-

-

-

-

-

1,840

(1,960)

 

Other disclosures related to investment property

 

Interest bearing loans and borrowings are secured on investment property; see note 13 for details.

 

5.             ADVANCES FOR INVESTMENT PROPERTY


30 June 2015


31 December 2014


€'000


€'000

Advances for acquisition of properties under business combination

-


6,100

Advances for land and property acquisitions

7,217


5,151

Advances to contractors for investment properties under development

2,307


3,203


9,524


14,454

 

As of 30 June 2015 the Group had paid advances for acquisition of land, investment property and advances to contractors for ongoing construction works related to properties under development.  

 

6.             COMMITMENTS

 

Commitments for investment property under construction

As at 30 June 2015 the Group had agreed construction contracts with third parties and is consequently committed to future capital expenditure in respect of investment property under construction of €69,017 thousand (2014: €48,140 thousand), and had committed with tenants to incur fit out works of nil amount (2014: €621 thousand).

 

Judgements made for properties under operating leases - Group as lessor

 

The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of the investment properties leased to third parties, therefore, accounts for these leases as operating leases. The remaining committed lease period of these leases is one or more years (2014: two or more years) and rentals are subject to annual upward revisions based on the consumer price index.

 

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

 


30 June 2015


31 December 2014


€'000


€'000

Within 1 year

31,991


20,990

After 1 year but before 5 years

146,183


108,376

After 5 years

145,300


45,531


323,474


174,897

 

 

SECTION III: FINANCIAL RESULTS

This section includes the results and performance of the Group, including the net asset value and EPRA net asset value. This section also includes details of the Group's tax credits in the period and deferred tax assets and liabilities held at the period end.

The section quantifies the financial impact of the operations for the period; further analysis on operations is described in the financial review section on pages 16 to 19.

 

7.             REVENUE

 


30 June 2015


30 June 2014


€'000


€'000

Rental income

13,072


5,115

Service charge income

3,709


1,594

Property and asset management fees

-


580

Property development services

867


1,783


17,648


9,072

 

The total contingent rental income recognised as income during the period amounts to €85 thousand (2014: €171 thousand).

 

In order to determine if the Group is acting as principal or agent it assess the primary responsibility for providing the goods or services, inventory risk, discretion in establishing prices and who bears the credit risk. The Group has concluded that it is acting as a principal in all of the above mentioned revenue arrangements.

 

8.             OPERATING EXPENSES

 


30 June 2015


30 June 2014


€'000


€'000

Property management, utilities and insurance

4,914


2,637

Property development services costs

725


2,186

Property maintenance costs and other non-recoverable costs

253


343


5,892


5,166

 

Operating expenses analysis by revenue and non-revenue generating properties

30 June 2015


30 June 2014


€'000


€'000

Property expenses arising from investment property that generate rental income

5,014


2,610

Property expenses arising from investment property that did not generate rental income

153


370

Property development services costs

725


2,186


5,892


5,166

 

9.             FINANCE COST

 


30 June 2015


30 June 2014


€'000


€'000

Interest on bank loans

6,615


2,679

Interest on loans from minority interest holders

-


1

Debt issue cost amortisation

1,810


1,298


8,425


3,978

 

10.          TAXATION

 

Income tax expense


30 June 2015


30 June 2014



€'000


€'000

Current income tax expense


19


6

Deferred income tax expense


5,139


1,076



5,158


1,082

 

The subsidiaries in Romania, Netherlands and Cyprus are subject to income taxes in respect of local sources of income. The income tax rate applicable to the Company in Guernsey is nil. The current income tax charge of €19 thousand (30 June 2014: €6 thousand) represents tax charges on profit arising in Romania and Cyprus in a few subsidiaries. Tax charges on profit arising in Romania, Netherlands and Cyprus are subject to corporate income tax at the rate of 16%, 25% (20% for tax on profit up to €200 thousand), and 12.5%, respectively.

 

The Group subsidiaries registered in Cyprus and Netherlands need to comply with the Cyprus and Netherlands tax regulations, however, the Group does not expect any taxable income, other than dividend and interest income, which are the most significant future sources of income of the Group companies registered in these countries. Dividend income is exempt or taxed at zero per cent in Cyprus and Netherlands, respectively, however, interest income is subject to corporate income tax at the rate of 12.5% in Cyprus and ranges from 20% to 25%, depending on total taxable profit (20% for tax on profit up to €200 thousand), in the Netherlands.

 

Judgements and assumptions used in the computation of current income tax liability

 

Uncertainties exist, particularly in Romania where the Group has significant operations, with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to taxable income and expenses already recorded. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company's domicile. In Romania, the tax position is open to further verification for 5 years and no subsidiary in Romania has had a corporate income tax audit in the last 5 years.

 

Deferred tax liability

Consolidated statement of financial position


Consolidated statement of comprehensive income


30 June 2015

31 December 2014


30 June 2015

30 June 2014


€'000

€'000


€'000

€'000

Acquired under business combinations (note 18):

9,735

29,674


-

-

        Recognised unused tax losses

-

(1,062)


-

-

        Valuation of investment property at fair value

10,470

30,736


-

-

        Valuation of financial instruments at fair value

(735)

-


-

-

Recognised unused tax losses

(1,062)

-


-

-

Valuation of investment property at fair value

53,469

17,550


5,074

1,001

Deductible temporary differences

(468)

(292)


(7)

-

Discounting of tenant deposits and long term deferred costs

211

210


(35)

75

Share issue cost recognised in equity

(7)

(7)


-

-

Derecognised on subsidiary disposal

-

(24)


-

-

Valuation of financial instruments at fair value

107

-


107

-


61,985

47,111


5,139

1,076

 

In Romania, the Group has unused assessed tax losses carried forward of €47,119 thousand (2014: €40,035 thousand) that are available for offsetting against future taxable profits of the respective entity in Romania, in which the losses arose, within seven years from the year of origination. As of the statement of financial position date the Group had recognised deferred tax assets of €1,062 (2014: €1,062) out of the total available deferred tax assets of €7,539 thousand (2014: €6,401 thousand) calculated at the corporate income tax rate of 16%.

 

11.          EARNINGS PER SHARE

 

The following table reflects the data used in the calculation of basic and diluted earnings per share:

Date

Event

Number of shares issued (in thousand)

% of the period

Weighted average (in thousand)

1 January 2014

At the beginning of the year

20,906

100

20,906

18 February 2014

Acquisition of Tower Center International S.R.L.

2,733

73

2,008

20 March 2014

Acquisition of Upground Estates S.R.L.

2,600

57

1,479

21 March 2014

Acquisition of Oystermouth Holding Limited and Dunvant Holding Limited

1,072

56

604

24 March 2014

Shares issued for outstanding consideration payable for acquisition of Pieranu Enterprises Limited

989

54

536

26 March 2014

Shares to be issued on conversion of principal mandatory convertible debt

11,180

54

5,991

24 April 2014

Shares issued for cash

13,345

38

5,014

26 March - 30 June 2014

Further shares to be issued for holder's right not to exercise before 30 June 2014

298

27

79

30 June 2014

Shares in issue at the period end - Basic

53,123


36,617


Further shares to be issued upon debt to equity

conversion on 18 December 2014

 

522

 

54

 

280

30 June 2014

Shares in issue at the period end - Diluted

53,645


36,897






1 January 2015

At the beginning of the year

53,645


53,645

-

Shares issued during the period

None


None

30 June 2015

Shares in issue at the period end - Basic and diluted

53,645


53,645

 


30 June 2015


30 June 2014


€'000


€'000

Profit attributable to equity holders of the parent for basic and diluted earnings per share

34,493


75,729

Earnings per share (basic)

0.64


€2.06

Earnings per share (diluted)

0.64


€2.05

 

 

As there are no dilutive instruments outstanding at period ended 30 June 2015, basic and diluted earnings per share are identical. There were no shares issued after the reporting period end that would have changed the number of ordinary shares outstanding at the end of the period had the related transactions occurred before the end of the reporting period.

 

12.          NET ASSETS VALUE PER SHARE (NAV)

 

NAV PER SHARE

The following reflects the net assets and number of shares data used in the NAV per share computations:

 


Note

30 June 2015


31 December 2014



€'000


€'000

Net assets attributable to equity holders of the parent


427,296


392,735








 Number

(in thousand)


 Number

(in thousand)

Ordinary shares outstanding at the end of the year/period

11

53,645


53,645

NAV per share


7.97


7.32

 

EPRA NAV PER SHARE

The following reflects the net assets and number of shares data used in the EPRA NAV per share computations:

 

 


Note

30 June 2015


31 December 2014



€'000


€'000

Net assets attributable to equity holders of the parent


427,296


392,735

Exclude:





Deferred tax liability

10

61,985


47,111

Goodwill as a result of deferred tax


(5,697)


(5,697)

Fair value of interest rate swap instrument


3,923


-

EPRA NAV attributable to equity holders of the parent


487,507


434,149








Number

(in thousand)


Number

(in thousand)

Ordinary shares outstanding at the end of the year/period

11

53,645


53,645

EPRA NAV per share


€9.09


€8.09

 

 

EPRA NAV includes properties and other investment interests at fair value and excludes certain items not expected to crystallise in a long-term investment property business model.

 

 

SECTION IV: FINANCIAL ASSETS AND LIABILITIES

This section focuses on financial instruments, together with the working capital position of the Group and financial risk management of the risks that the Group is exposed to at period end.

 

13.          INTEREST BEARING LOANS AND BORROWINGS

 

This note describes information on the material contractual terms of the Group's interest bearing loans and borrowings. For more information about the Group's exposure to market, currency and liquidity risks, see note 15.

 



30 June 2015


31 December 2014



€'000


€'000

Current





Current portion of secured bank loans


16,126


61,187



16,126


61,187

Non-Current





Long term portion of secured bank loans


341,869


143,814



357,995


205,001






Terms and conditions of outstanding loans were as follows:


Currency

Nominal Interest Rate

Maturity Date

30 June 2015


31 December 2014

 



Face Value

Carrying value


Face value

Carrying value





€'000

€'000


€'000

€'000

Secured bank loan 3

RON

ROBOR 3M+ margin

Feb 2016

450

450


485

485

Secured bank loan 6

EUR

EURIBOR 3M+ margin

Mar 2019

14,308

14,014


14,848

14,515

Secured bank loan 7

EUR

EURIBOR 3M+ margin

Dec 2016

34,000

33,904


37,000

36,820

Secured bank loan 8

EUR

EURIBOR 3M+ margin

Dec 2018

34,067

34,067


34,508

34,508

Secured bank loan 9

EUR

EURIBOR 3M+ margin

Dec 2018

83,442

83,442


84,388

84,388

Secured bank loan 10

EUR

EURIBOR 3M+ margin

Dec 2020

-

-


4,588

4,588

Secured bank loan 11

EUR

EURIBOR 3M+ margin

Oct 2032

25,773

25,339


26,192

25,697

Secured bank loan 12

EUR

EURIBOR 3M+ margin

Oct 2015

-

-


4,000

4,000

Secured bank loan 13

EUR

EURIBOR 3M+ margin

Jun 2022

8,046

8,046


-

-

Secured bank loan 14

EUR

EURIBOR 3M+ margin

Jun 2022

9,087

8,851


-

-

Secured bank loan 15

EUR

EURIBOR 1M+ margin

Dec 2017

28,844

28,844


-

-

Secured bank loan 16

EUR

EURIBOR 1M+ margin

Jun 2022

23,175

23,175


-

-

Secured bank loan 17

RON

ROBOR 1M + margin

Apr 2019

187

187


-

-

Secured facility 1

EUR

Fixed rate

Jul 2016

101,683

97,676


-

-





363,062

357,995


206,009

205,001

 

Secured bank loans are secured by investment properties with a carrying value of €586,436 thousand (2014: €477,217 thousand) and also carry pledges on rent receivable balance €3,848 thousand (2014: €1,996 thousand), tenant deposits €1,794 thousand (2014: €1,416 thousand), VAT receivable balance €9,827 thousand (2014: €13,371 thousand) and a moveable charge on the bank accounts (see note 14).

 

A subsidiary of the Group, concluded a 7 year, €9.1 m loan facility (secured bank loan 14) in order to refinance part of the equity injected into this subsidiary for the development of the TAP property. At the same time two existing facilities (secured bank loans 10 and 12) of the same subsidiary with outstanding balance of €8.5 m in total were extended so as to have the same maturity date as the new 7 year €9.1 m loan facility (secured bank loan 14).

 

As disclosed in note 18, as part of acquisition of Nusco Tower and UniCredit HQ properties, the Group has taken over three existing long term facilities (secured bank loans 15-17) with a total outstanding balance of €52.8 m. The facilities carry variable interest rates and have mortgage on the respective investment properties acquired under business combinations.

 

In March 2015, the Group concluded a €55 m mezzanine facility ("the facility") in order to fund the equity portion of the above two acquisitions. The Facility has been provided by subsidiaries of funds managed by Oak Hill Advisors, L.P. and certain of its advisory affiliates ("Oak Hill") for €36.67 m of the facility and York Capital Management Global Advisors, LLC, through York Global Finance Offshore BDH (Luxembourg) S.à r.l. for €18.33 m of the facility ("York" and, together with Oak Hill, the "Lenders").

 

Subsequently, in June 2015, the Group concluded an amendment to the above mentioned €55 m facility agreement in order to obtain an additional €45 m funding (Oak Hill Advisors, L.P. and certain of its advisory affiliates for €30 m of the facility and York Global Finance Offshore BDH (Luxembourg) S.à r.l. for €15 m of the facility) and extended the maturity of the entire €100 m facility to July 2016 (secured facility 1). The proceeds from this loan will be used to fund the development of Bucharest One, general corporate purposes, acquisitions and funding the Company's ongoing development projects.

 

The loans are subject to certain financial covenants mainly loan-to-value ratio (LTV) and the debt service cover ratio (DSCR), which are calculated based on the individual financial statements of the respective subsidiaries of the Group (see more details in note 19). Financial covenants mainly include the LTV which ranges from 60% to 80% and DSCR which ranges from 100% to 120%. LTV is calculated as the loan value divided by the market value of the relevant property (as of reference dates at specified intervals), and DSCR (historical and/or projected, as the case may be, for a 12 month period) is calculated as net operating income divided by the debt service. As of 30 June 2015, the Group had total undrawn floating rate borrowing facilities of €4 m (2014: €4 m), which expire within one year.

 

 

14.          CASH AND CASH EQUIVALENTS

 



30 June 2015


31 December 2014



€'000


€'000

Cash at bank and in hand


31,135


18,590

Short term deposits


4,373


3,367



35,508


21,957

 

Details of cash and cash equivalents denominated in foreign currencies are disclosed in note 15.

 

Short term deposits are made for varying periods depending on the immediate cash requirements of the Group and earn interest at rates ranging from 1% to 2% per annum. Cash and cash equivalents as at 30 June 2015 include restricted cash balances of €13,610 thousand (2014: €2,759 thousand).

 

 

15.          FINANCIAL RISK MANAGEMENT - OBJECTIVE AND POLICIES

 

The Group is exposed to the following risks from its use of financial instruments:

-       market risk (including currency risk, interest rate risk),

-       credit risk, and

-       liquidity risk.

 

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group's market risks arise from open positions in (a) foreign currencies and (b) interest-bearing assets and liabilities, to the extent that these are exposed to general and specific market movements.

 

i)     Currency risk

The Group has entities registered in several EU countries, with the majority of operating transactions arising from its activities in Romania. Therefore, the Group is exposed to foreign exchange risk, primarily with respect to the Romanian Leu (RON). Foreign exchange risk arises in respect of those recognised monetary financial assets and liabilities that are not in the functional currency of the Group.

 

The Group's exposure to foreign currency risk was as follows (based on nominal amounts):

 


30 June 2015


31 December 2014

All amounts are presented in €'000 equivalent value

RON

GBP

USD


RON

GBP

USD


denominated


denominated

ASSETS






Cash and cash equivalents

10,172

8

80


6,163

20

-

Trade and other receivables

13,818

-

-


15,548

-

-

Income tax receivable

367

-

-


299

-

-

Total

24,357

8

80


22,010

20

-









LIABILITIES








Interest bearing loans and borrowings

636

-

-


485

-

-

Trade and other payables

16,304

81

-


6,306

58

-

Income tax payable

18

-

-


1

-

-

Deposits from tenants

1,320

-

-


979

-

-

Total

18,278

81

-


7,771

58

-

Net exposure

6,079

(73)

80


(38)

-

 

Foreign currency sensitivity analysis

As of the statement of financial position date, the Group is exposed to foreign exchange risk in respect of the exchange rate of the RON, USD and GBP. The following table details the Group's sensitivity (impact on profit before tax and equity) to a 5% devaluation in RON, USD and GBP exchange rates against the EUR, on the basis that all other variables remain constant.

 

The 5% sensitivity rate represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 5% appreciation in the EUR against other currencies.

 

All amounts in €'000

30 June 2015


31 December 2014


Profit and loss

Equity


Profit and loss

Equity

RON

(304)

(304)


(712)

(712)

GBP

4

4


2

2

USD

(4)

(4)


-

-

 

A 5% devaluation of the EUR against the above currencies would have had an equal but opposite impact on the above currencies to the amounts shown above, on the basis that all other variables remain constant.

 

ii)    Interest rate risk

Interest rate price risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates relative to the interest rate that applies to the financial instrument. Interest rate cash flows risk is the risk that the interest cost will fluctuate over time.

 

The Group's interest rate risk principally arises from interest bearing loans and borrowings. As at 30 June 2015, 72% of the total outstanding borrowings carried variable interest rates (including the 1M and 3M EURIBOR and 1M ROBOR as bases) which expose the Group to cash flow interest rate risk. In order to minimise this risk, the Group hedged 30% of such variable interest rate borrowings with fixed-variable interest rate swap, interest rate cap and floor instruments.

 

An increase or decrease of 25 basis points in the EURIBOR or ROBOR will result in a decrease or increase (net of tax), respectively, in the result for the period of €547 thousand (2014: €498 thousand), with a corresponding impact on equity for the same amount. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

 

Credit risk

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Group. The Group's policy is to trade with recognised and creditworthy third parties. The Group's exposure is continuously monitored and spread amongst approved counterparties.

 

The Group's maximum exposure to credit risk, by class of financial asset is equal with their carrying values at the statement of financial position date.

 


30 June 2015


31 December 2014


€'000


€'000

Trade receivables - net of provision

3,848


1,996

Other receivables

1,349


1,572

VAT and other taxes receivable

10,194


13,670

Cash and cash equivalents

35,508


21,957


50,899


39,195





Trade receivables - net of provision

There is no significant concentration of credit risk with respect to trade receivables, as the Group has a large number of tenants, a few of which are part of multinational Groups, internationally dispersed in four continents, including US, Europe, Asia and Africa. For related parties it is assessed that there is no significant risk of non-recovery.

 

Estimates and assumptions used for impairment of trade receivables

The Group assess when there is sufficient objective evidence to require the impairment of individual trade receivables. It does this on the basis of the age of the relevant receivables, external evidence of the credit status of the counterparty and the status of any disputed amounts. The movements in the provision for impairment of receivables during the respective periods were as follows:


Six months ended 30 June 2015


Year ended

31 December 2014


€'000


€'000

Opening balance

2,312


35

Provision against balances acquired under business combination

40


2,265

Impairment during the period / year

-


12

Closing balance

2,352


2,312

 

The analysis by credit quality of financial assets for rent, service charge and property management, is as follows:

 


Neither past due nor impaired

Past due but not impaired

TOTAL


< 90 days

< 120 days

<365 days

30 June 2015 (€'000)

3,229

351

48

220

3,848

31 December 2014 (€'000)

1,545

195

92

164

1,996

 

The customer balances which were overdue but not provisioned are due to the fact that the related customers committed and started to pay the outstanding balances subsequent to the year or period end. Further, deposits payable to tenants may be withheld by the Group in part or in whole if receivables due from tenants are not settled or in case of other breaches of contract.

 

Other receivables

This balance relates to sundry debtors of €59 thousand, consideration receivable from sellers of entities acquired of €290 thousand, and loan receivable from a subsidiary disposed of €1,000 thousand. Management has made due consideration of the credit risk associated with these balances resulting in no impairment being made.

 

VAT and other taxes receivable

This balance relates to corporate income tax paid in advance, VAT and other taxes receivable from the Romanian Tax Authorities. The balances are not considered to be subject to significant credit risk as all the amounts receivable from Government Authorities are secured under sovereign warranty.

 

Cash and cash equivalents 

The credit risk on cash and cash equivalents is very small, since the cash and cash equivalents are held at reputable banks in different countries. The most significant part of cash and cash equivalents balance is generally kept at the parent company level (the Company) with an internationally reputable bank, having at least A-2 rating in a country with an "AAA" rating. The funds are only transferred to subsidiaries as and when required to meet specific obligations or commitments.

 

Liquidity risk

The Group's policy on liquidity is to maintain sufficient liquid resources to meet its obligations as they fall due. Ultimate responsibility for liquidity risk management rests with the management. The Company manages liquidity risk by maintaining adequate cash reserves and planning and close monitoring of cash flows. The Group expects to meet its financial liabilities through the various available liquidity sources, including a secure rental income profile, further equity raises, undrawn committed borrowing facilities and, in the medium-term, further debt financing and refinancing.

 

The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments.

 

All amounts in €'000

Contractual payment

Difference from carrying amount

Carrying amount

30 June 2015

< 3 months


3 months - 1 year


1-5 years


>5 years


Total

Interest bearing loans and borrowings

6,496


18,516


336,874


58,657


420,543

(62,548)

357,995

Deposits from tenants

131


412


1,150


399


2,092

(298)

1,794

Finance lease liabilities

6


17


13


-


36

(2)

34

Trade payables (excluding advances from customers)

17,835


10,380


-


-


28,215

-

28,215

Income tax payable

29


-


-


-


29

-

29

Other payables

17


-


-


-


17

-

17

Total

24,514


29,325


338,037


59,056


450,932

(62,848)

388,084

 

All amounts in €'000

Contractual payment

Difference from carrying amount

Carrying amount

31 December 2014

< 3 months


3 months -1 year


1-5 years


>5 years


Total

Interest bearing loans and borrowings

3,885


62,385


139,723


27,825


233,818

(28,817)

205,001

Deposits from tenants

171


328


474


930


1,903

(487)

1,416

Finance lease liabilities

5


17


24


-


46

(3)

43

Trade payables (excluding advances from customers)

7,125


11,640


-


-


18,765

-

18,765

Income tax payable

23


-


-


-


23

-

23

Other payables

28


1,086


-


-


1,114

-

1,114

Total

11,237


75,456


140,221


28,755


255,669

(29,307)

226,362

 

The tables above present the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay, and includes both interest and principal cash flows. As the amount of contractual undiscounted cash flows related to bank borrowings is based on variable rather than fixed interest rates, the amount disclosed is determined by reference to the conditions existing at the year or period end, that is, the actual spot interest rates effective at the end of the year or period are used for determining the related undiscounted cash flows.

 

Financial Instruments for which fair values are disclosed

 

Set out below is a comparison by class of the carrying amounts and fair values of the Group's financial instruments, other than those with carrying amounts that are reasonable approximations of their fair values.

 

All amounts in €'000

Year

Carrying


Fair value Hierarchy

TOTAL


amount


Level 1

Level 2

Level 3

Interest bearing loans and borrowings

(note 13)

2015

357,995


-

357,995

-

357,995


2014

205,001


-

205,001

-

205,001

Other current financial liabilities

2015

3,923


-

3,923

-

3,923


2014

-


-

-

-

-

Finance lease obligations

2015

34


-

34

-

34


2014

43


-

43

-

43

 

The fair value of financial liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. When determining the fair values of interest bearing loans and borrowings and finance lease obligations the Group used the DCF method with inputs such as discount rate that reflects the issuer's borrowing rate as at the statement financial position date. The own non-performance risk at the statement of financial position date was assessed to be insignificant.

 

Other current financial liabilities represent the fair value of an interest rate swap, determined at the end of the current period. Bog'Art Offices S.R.L. entered into an arrangement with the lender (a local financial institution) in 2011 at a notional amount of €22.8 m which has been transferred to the Group as a consequence of the acquisition of Bog'Art Offices S.R.L. Under the terms of the Swap agreement, the Group is entitled to receive a floating rate of 1 month EURIBOR on the above referred notional amount and is required to pay a fixed rate of interest of 3.62% p.a. on the said notional amount in four quarterly instalments, with maturity date of June 2022.

 

For secured bank loan 11 (note 13), which carries interest at a floating rate, the Group holds an interest rate cap instrument with maturity date of 15 October 2019, under which the Group capped EURIBOR at 1.25% for 50% of the loan facility. The derivative (interest rate cap) financial instrument is fair valued (level 2) at each reporting date and any change in its fair value is recognized in the consolidated statement of comprehensive income within finance cost. The fair value of the interest rate cap instrument at 30 June 2015 was €25 thousand (2014: €104 thousand) and the change in the fair value during the period ended 30 June 2015 was an expense of €79 thousand (2014: €11 thousand).

 

The Group assessed that the fair values of other financial assets and financial liabilities, such as trade and other receivables, cash and cash equivalents, income tax receivable and payables, trade and other payables and deposits from tenants, approximate their carrying amounts, largely due to the short term maturities and low transaction costs of these instruments as of the statement of financial position date.

 

SECTION V: SHARE CAPITAL AND RESERVES

The disclosures in this section focus on the issued share capital, the share schemes in operation and the associated share-based payment charge to profit or loss. Other mandatory disclosures, such as details of capital management are also included in this section.

 

16.          SHARE BASED PAYMENT RESERVE

 

 

Share based payments reserve movement

30 June 2015


31 December 2014


€'000


€'000

Opening balance

180


44

Share based payments expense during the period/year

62


136

Closing balance

242


180

 

During 2013, the Group granted warrants to the Founder and the Directors which entitle each holder to subscribe for ordinary shares in the Company at an exercise price of €5.00 per share if the market price of an ordinary share, on a weighted average basis over 60 consecutive days, exceeds a specific target price and the holder is employed on such date. The contractual term of each warrant granted is ten years. There are no cash settlement alternatives and the Group does not have the intention to offer cash settlement for these warrants.

 

The fair value of the warrants was estimated at the grant date at €0.073 per share using a binomial option pricing model, taking into account the terms and conditions upon which the warrants were granted. There have been no cancellations or modifications to any of the plans during the period.

 

Number of options warrants movement

30 June 2015


31 December 2014


Number

(in thousand)


Number

(in thousand)

Opening balance for the period/year

4,635


3,526

Warrants granted during the period/year

-


1,109

Closing balance

4,635


4,635

 

No warrants were exercisable as of 30 June 2015 (2014: nil). The weighted average remaining contractual life for the share options outstanding as at 30 June 2015 is 8.08 years (2014: 8.58 years).

 

17.          CAPITAL MANAGEMENT

 

The Company is a closed-ended investment company and it has no legal capital regulatory requirement. The Group's policy is to maintain a strong equity capital base so as to maintain investor, creditor and market confidence and to sustain the continuous development of its business. The Board considers from time to time whether it may be appropriate to raise new capital by a further issue of shares.

 

The Group monitors capital primarily using a loan-to-value ratio, which is calculated as the amount of outstanding debt divided by the open market value of its investment property portfolio, as certified by external valuers. As at 30 June 2015 the loan-to-value ratio was 44.9% (2014: 34.4%).

 

SECTION VI: BUSINESS COMBINATIONS AND RELATED DISCLOSURES

This sections includes details about Globalworth's subsidiaries, new businesses acquired, goodwill, and related impact on the income statement and cash flows of the Group.

 

18.          BUSINESS COMBINATIONS

 

The Group acquired a 100% interest in the following unlisted entities (all located in Bucharest, Romania) during the period. The existing strategic management functions and associated processes were acquired with the properties and, as such, the management considered these transactions as acquisitions of a business rather than an asset acquisitions. The details about the nature of their activities and respective acquisition date are presented below:

 

 

Acquiree

Bog'Art Offices S.R.L. ("BogArt")

Nusco Tower S.R.L. ("Nusco")

SPC Beta Property Development Company S.R.L ("Beta")

Acquisition date

31 March 2015

31 March 2015

30 June 2015

Activity

Rented Office Building

Rented Office Building

Rented Office Building

 

 

The following table describes the fair value of assets acquired, liabilities assumed and the consideration paid for these companies at the respective date of acquisition for each subsidiary:

 

All amounts in €'000

Bogart

Nusco

Beta

TOTAL

Completed investment property

52,300

59,700

47,600

159,600

Advances for investment property

-

-

198

198

Other non-current assets

-

-

7

7

Gross trade receivables

50

152

99

301

Provision for doubtful trade receivables

-

(34)

-

(34)

Other receivables

100

120

1,378

1,598

Cash and cash equivalents

1,309

2,472

739

4,520

ASSETS

53,759

62,410

50,021

166,190






Interest bearing loans and borrowings

23,755

29,067

-

52,822

Deferred tax liability

2,870

4,455

2,410

9,735

Other current financial liabilities

4,595

-

-

4,595

Deposits from tenants

-

39

-

39

Income tax payable

114

85

-

199

Performance guarantee retained from contractors

-

-

126

126

Trade and other payables

491

1,211

709

2,411

LIABILITIES

31,825

34,857

3,245

69,927






Total identifiable net assets at fair value

21,934

27,553

46,776

96,263

Purchase gain arising on acquisition

(1,821)

(9,245)

*(4,714)

(15,780)

Purchase consideration transferred

20,113

18,308

42,062

80,483






Purchase consideration transferred





Cash paid

20,113

17,272

42,062

79,447

Consideration payable to the sellers

-

1,036

*-

1,036

TOTAL

20,113

18,308

42,062

80,483






Cash flows on acquisition:





Cash paid

**(20,113)

(17,272)

***(42,062)

(79,447)

Cash acquired under the acquisition of subsidiaries

1,309

2,472

739

4,520

Net cash outflow on acquisition

(18,804)

(14,800)

(41,323)

(74,927)

 

*    Provisional estimate pending finalisation of the calculation of the final purchase price payable

**  Includes €2,000 thousand paid as an advance in 2014

*** Includes €4,100 thousand paid as an advance in 2014

 

At the time of acquisition, the Group considers whether each acquisition represents an acquisition of a business or an acquisition of an asset. Where an integrated set of activities are acquired in addition to the property, more specifically consideration is made of the extent to which significant processes are acquired in concluding whether the transaction is accounted for as a business combination.

 

When the acquisition of subsidiary or property does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities. The cost to acquire the entity is allocated between the identifiable assets and liabilities of the entity based upon their relative fair values at acquisition date and no goodwill or deferred tax is recognised.

 

The contribution of these three subsidiaries on the Group's revenues and results after tax had these been acquired at the beginning of the period are disclosed below:

 

All amounts in €'000

Bogart

Nusco

Beta

Total

Subsidiary's contribution





Revenue

1,175

1,178

1,851

4,204

Profit / (Loss) after tax

658

509

(50)

1,117






The pro-forma Group consolidated revenue and profit after tax had these three subsidiaries been acquired at the beginning of the period are disclosed below:

 

All amounts in €'000

Bogart

Nusco

Beta

Combined impact

Pro-forma Group's results for the period





Consolidated revenue

18,823

18,826

19,498

21,852

Consolidated profit after tax

35,151

35,002

34,443

35,610

 

 

Judgements and assumptions used for the fair value assessment of assets acquired and liabilities assumed

 

The fair value of investment property at acquisition date, in accordance with related IFRS 3 "Business Combinations" provisions, was determined based on independent valuations at the respective acquisition dates of the acquirees, as disclose above. The deferred tax liability disclosed in the above table for each subsidiary comprises the tax effect of the difference between the tax base and the fair value of the property at acquisition date.

 

The purchase gain represents the purchase price discount on the value of the property acquired in accordance with the respective Share Sale and Purchase Agreement. The Group has not yet finalized the purchase consideration (payable for the net assets acquired) of Beta, therefore, the purchase gain disclosed in the Group's financial statements for the period ended 30 June 2015 is subject to change.

 

The identifiable net assets acquired do not include loans payable to former shareholders of Beta (including interest) with a nominal value of €42,040 thousand, which were undertaken by the Company and repaid immediately on acquisition date as part of the consideration payable to the Sellers. For purchase price allocation purposes such loans payable are considered to be part of the equity of the acquiree. Therefore, the purchase consideration, as disclosed above, includes the price paid both for the shares of the acquiree and for such loans assigned by former shareholders to the Company.

 

Acquisition costs

Incidental costs of €340 thousand, incurred in connection with the business acquisitions, have been expensed and are included in the operating results under the line acquisition costs.

 

19.          INVESTMENT IN SUBSIDIARIES

 

Details on all direct and indirect subsidiaries of Globalworth Real Estate Investments Limited, over which the Group has control as of 30 June 2015 and are consolidated in these financial statements, are disclosed in the table below. There are no other subsidiaries which were not consolidated.

 

As of 30 June 2015, the Group held a 100% shareholding interest (31 December 2014: 100%) in the following subsidiaries. During the period ended 30 June 2015, there was no change in the percentage of shareholding interest held by the Group.

 

 

Subsidiary

Principal Activities

Place of incorporation

Globalworth Investment Advisers Limited, Globalworth Finance Guernsey Limited

Holding company

Guernsey, Channel Islands

GWI Finance B.V., Globalworth Holding B.V., GW Real Estate Finance B.V.

Holding company

Netherlands

Globalworth Holdings Cyprus Limited, Zaggatti Holdings Limited, Tisarra Holdings Limited, Ramoro Limited, Vaniasa Holdings Limited, Serana Holdings Limited, Kusanda Holdings Limited, Kifeni Investments Limited, Casalia Holdings Limited, Pieranu Enterprises Limited, Dunvant Holding Limited, Oystermouth Holding Limited

Holding company

Cyprus

Mycre Investment S.A.

Holding company

Greece

Corinthian Five S.R.L., Tower Center International S.R.L., Upground Estates S.R.L., BOB Development S.R.L., BOC Real Property S.R.L., Netron Investment S.R.L., SEE Exclusive Development S.R.L., Aserat Properties S.R.L.

 

Asset Holding company

 

Romania

 

As disclosed in note 18, during the period ended 30 June 2015, the Group acquired a 100% shareholding interest in the following companies as new wholly owned subsidiaries.

 

Nusco Tower S.R.L., Bog'Art Offices S.R.L., Beta Property Development Company S.R.L

Asset Holding

Romania

 

During the period ended 30 June 2015, the following companies were incorporated as wholly owned subsidiaries of the Group.

 

Saniovo Holdings Limited

Holding company

Cyprus

Globalworth Building Management S.R.L.

Building Management

Romania

 

During the period ended 30 June 2015, the Group increased its shareholding interest in Globalworth Asset Managers S.R.L. (an Asset Holding & Asset Manager company incorporated in Romania) from 99.99553% at 31 December 2014 to 100% by acquiring the remaining 0.00447% minority interest for a total consideration of €267. The carrying value of minority interest at acquisition date and disposal date was €6,210 and €6,339, respectively.

SECTION VII: OTHER DISCLOSURES

This section includes segmental disclosures highlighting the core areas of Globalworth's operations in the office, residential and other (light industrial, and corporate functions). There were no significant transactions between segments except for management services provided by the offices segment to the residential and other (light industrial) segments. The transactions with related parties, new standards and amendments adopted by the EU in 2014 that have no impact on the Group's financial position and performance, contingencies that existed at the period end and details on significant events which occurred subsequent to the period end.

 

20.          SEGMENTAL INFORMATION

 

Based on a review of information provided to the chief operating decision makers, the Group has identified three reportable operating segments, the Offices segment (acquires, develops, leases and manages office and ancillary spaces, such as parking spaces), the Residential segment (acquires, develops and leases apartments and ancillary spaces, which as parking and storage spaces) and the Other segment (acquires, develops, leases and manages light industrial spaces and Group corporate office operations). The share based payments expense is not allocated to individual segments as the underlying instruments are managed at Group level.

 

Assets and liabilities reported to the Executive Management on a segmental basis are set out below:

 

All amounts are in €'000


Six months ended 30 June 2015


Six months ended 30 June 2014

Segments

Office

Residential

Other

Inter-

segment eliminations

Total


Office

Residential

Other

Inter-

segment eliminations

Total

Revenue

18,224

1,383

1,131

(3,090)

17,648


9,810

702

-

(1,440)

9,072

Operating expenses

(6,305)

(990)

(135)

1,538

(5,892)


(5,687)

(475)

-

996

(5,166)

Segment NOI

11,919

393

996

(1,552)

11,756


4,123

227

-

(444)

3,906













Administrative expenses

(2,628)

(451)

(1,785)

1,818

(3,046)


(1,125)

(402)

(1,372)

296

(2,603)

Acquisition costs

(338)

-

-

(2)

(340)


(49)

-

(1,444)

-

(1,493)

Change in fair value of investment property

22,398

266

545

-

23,209


8,157

528

-

-

8,685

Purchase gain on acquisition of subsidiary

15,780

-

-

-

15,780


31,840

40,304

-

-

72,144

Foreign exchange gain/(loss)

52

(9)

21

-

64


(178)

232

(4)

-

50

Finance cost

(4,334)

(962)

(3,266)

137

(8,425)


(1,049)

(540)

(2,389)

-

(3,978)

Finance Income

714

1

-

-

715


22

-

2

-

24

Segment results

43,563

(762)

(3,489)

401

39,713


41,741

40,349

(5,207)

(148)

76,735

Share based payment expense

-

-

(62)

-

(62)


-

-

(73)

-

(73)

Profit before tax

43,563

(762)

(3,551)

401

39,651


41,741

40,349

(5,280)

(148)

76,662

 

Revenues are derived from a large number of tenants and no tenant contributes more than 10% of the Group's rental revenues for the period ended 30 June 2015 (period ended 30 June 2014: One). None of the Group's non-current assets are located in Guernsey except for goodwill (there are no employment benefit plan assets, deferred tax assets or rights arising under insurance contracts) recognised on business combination.

 

All amounts are in €'000




30 June 2015


31 December 2014

Segments

Office

Residential

Other

Inter-segment eliminations

Total


Office

Other

Inter-segment eliminations

Total

 

Segment Non-Current assets

674,823

110,476

48,229

(468)

833,060


473,167

109,855

44,651

-

627,673

Total assets

702,115

112,777

75,355

(4,748)

885,499


499,660

111,830

59,297

(2,091)

668,696

 

Total liabilities

289,341

43,147

130,070

(4,355)

458,203


210,751

44,678

22,617

(2,091)

275,955

 

Additions to non-current assets

18,332

-

8,543

-

26,875


55,388

-

11,809

-

67,197

 

 

21.          TRANSACTIONS WITH RELATED PARTIES

 

The Group's related parties are Mr. Ioannis Papalekas, the Company's other Directors, as well as all companies controlled by them or under their joint control, or under their significant influence.

 

The Group's major shareholder is Mr. Ioannis Papalekas (the Founder) who at 30 June 2015 owned 42.1% (2014: 42.1%) of the Company's Ordinary Shares. The remaining 57.9% (2014: 57.9%) of the Ordinary Shares are held by several shareholders.

 

The related party transactions are set out in the table below:

 

All amounts are in '000


Income statement

Statement of Financial Position

Name

Nature of transactions/balance amounts

Income/ (expense) for the period ended

Amounts owing (to) / from related parties at period / year ended



30 June 2015

30 June 2014

30 June 2015

31 December 2014







BOB Development S.R.L.1

Disposal fees, Management services and fit out works

-

1,508

-

-

BOC Real Property S.R.L.1

Disposal fees, Management services and fit out works

-

138

-

-

Lessor for operating lease

-

(63)

-

-

Netron Investment S.R.L.

Rent expenses

-

3

-

-

Upground Estates S.R.L.1

Disposal fees, Management services and fit out works

-

404

-

-

Rent and utilities

-

(6)

-

-

Tower Center International S.R.L. 1

Management services and fit out works

-

53

-

-

Risunam Enterprises Limited

Payable for properties acquired in 2014

-

-

-

-

-

-

(2,345)

 

Malanis Holdings Limited

Payable for properties acquired in 2014




(83)

Asia CCF Investment S.à r.l.

Interest bearing loans

(154)

-

(11,154)

-

CDP ESCF Investment S.à r.l.

Interest bearing loans

(278)

-

(15,378)

-

ESCF Investment S.à r.l.

Interest bearing loans

(511)

-

(35,177)

-

York Global Finance Offshore BDH (Luxembourg) S.à r.l.

 

Interest bearing loans

 

(561)

 

-

 

(33,895)

 

-

SPFC Investment S.à r.l.

Interest bearing loans

(179)

-

(6,079)

-

 

1These represent only transactions for the pre-acquisition period incurred with the companies that were acquired by the Group during the year 2014.

 

Prior to the acquisitions of subsidiaries, the Group's major shareholder Mr. Ioannis Papalekas held interest in the acquirees (i.e. 100% interest in Dunvant Holding Limited, which owned 22% interest of BOB Development S.R.L, BOC Real Property S.R.L and Netron Investment S.R.L; 50% interest in Tower Center International S.R.L; 22.5% interest in Upground Estates S.R.L; and a 99% interest in Aserat Properties S.R.L.).

 

As disclosed in note 19, the Group acquired the remaining minority interest of 0.00447% in Globalworth Asset Managers S.R.L. from the Founder and Mr. Adrian Danoiu (one of the Directors of the subsidiary) at RON 1,170 (equivalent to €265) for 0.00443% of the share capital and at RON 10 (equivalent to €2) for 0.00004% of the share capital, respectively.

During the period ended 30 June 2015, the Group recorded €715 thousand (30 June 2015: €614 thousand) as remuneration expenses for the Executive and non-Executive members of the Board of Directors.

 

22.          CONTINGENCIES

 

Taxation

All amounts due to State authorities for taxes have been paid or accrued at the period end. The Romanian tax system undergoes a consolidation process and is being harmonised with the European legislation. Different interpretations may exist at the level of the tax authorities in relation to the tax legislation that may result in additional taxes and penalties payable. Where the State authorities have findings from reviews relating to breaches of Romania's tax laws, and related regulations these may result in: confiscation of the amounts in case; additional tax liabilities being payable; fines and penalties (that are applied on the total outstanding amount). As a result the fiscal penalties resulting from breaches of the legal provisions may result in a significant amount payable to the State. The Group believes that it has paid in due time and in full all applicable taxes, penalties and penalty interests in the applicable extent.

 

Transfer pricing

According to the applicable relevant Romanian tax legislation, the tax assessment of related party transactions is based on the concept of market value for the respective transfers. Following this concept, the transfer prices should be adjusted so that they reflect the market prices that would have been set between unrelated companies acting independently (i.e. based on the "arm's length principle"). It is likely that transfer pricing reviews will be undertaken in the future in order to assess whether the transfer pricing policy observes the "arm's length principle" and therefore no distortion exists that may affect the taxable base of the Romanian tax payer.

 

 

23.          NEW AND AMENDED STANDARDS

 

Starting from 1 January 2015 the Group adopted the following new and amended standards and interpretations. The new and amended standards had no impact on the Group's financial position and performance.

Ø Amendments to IAS 19: Defined Benefit Plans (effective date 1 February 2015)

Ø Annual improvements to IFRSs 2010-2012 cycle (effective date 1 February 2015)

Ø Annual improvements to IFRSs 2011-2013 cycle (effective date 1 January 2015)

 

Standards issued but not yet effective and not early adopted by the Group are presented in the table below. The management believes that there will be no significant impact in the Group's consolidated financial statements:

Narrow scope amendments

Effective date

IFRS 14 Regulatory Deferral Accounts

Jan-16

IFRS 15 Revenue from Contracts with Customers

Jan-17

Amendments to IFRS 11

Jan-16

Amendments to IAS 16 and IAS 38

Jan-16

Amendments to IAS 16 and IAS 41

Jan-16

IFRS 9 Financial Instruments

Jan-18

Proposed amendments to IAS 27

Jan-16

Proposed amendments to IFRS 10 and IAS 28

Jan-16

Annual Improvements 2012-2014

Jan-16

 

 

24.          SUBSEQUENT EVENTS

 

Date

Description

1 July 2015

The Group concluded a 20 year, €27 m long term secured loan facility in order to refinance former shareholder loans of Beta Property Development Company S.R.L. (owner of Green Court Building "A"), which were acquired under a business acquisition on 30 June 2015. The facility carries interest at a variable rate and is repayable in monthly instalments, with maturity in April 2035.

17 August 2015

A subsidiary of the Group, concluded a 3 year, RON 24.5 m (equivalent of €5.5 m) long term, secured loan facility in order to refinance ongoing property development activities for its investment property. The facility carries interest at a variable rate and is payable in monthly instalments, with maturity in August 2018.

 



 

GLOSSARY

 

Accounting Return

It is the growth in EPRA NAV plus dividend paid, and this can be expressed as a percentage of EPRA NAV per share at the beginning of the period.

 

AIC Code

The Association of Investment Companies Code of Corporate Governance.

 

Bargain Purchase Gain

Any excess between the fair value of net assets acquired and consideration paid, in accordance with IFRS 3 "Business Combination.

 

BREEAM

Building Research Establishment Assessment Method, which assesses the sustainability of the buildings against a range of criteria.

 

CAPEX

Represents the estimated Capital Expenditure to be incurred for the completion of the development projects.

 

Capitalisation Rates

Based on actual location, size and quality of the properties and taking into account market data at the valuation date.

 

CBD

Central Business District

 

Commercial Properties

Comprises the office, light-industrial and retail properties or areas of the portfolio.

 

Completed Investment Property

Completed developments consist of those properties that are in a condition which will allow the generation of cash flows from its rental.

 

Completion Dates

The date when the properties under development will be completed and ready to generate rental income after obtaining all necessary permits and approvals.

 

Contracted Rent

Represents the annualised contracted rent of the portfolio as of a given date (e.g. at 30 June 2015 or 31 December 2014).

 

Costs to Complete

It represents additional costs to complete the property under development.

 

Debt Service Cover Ratio ('DSCR')

It is calculated as net operating income for the year as defined in specific loan agreements with the respective lenders, divided by the principal plus interest due over the same year.

 

Discount Rates

The discount rate is the interest rate used to discount a stream of future cash flows to their present value.

 

Discounted Cash Flow Analysis ('DCF')

Valuation method that implies income projections of the property for a discrete period of time, usually between 5-10 years. The DCF method involves the projection of a series of periodic cash flows either to an operating property or a development property. Discounted cash flow projections based on significant unobservable inputs taking into account the costs to complete and completion date.

 

Earnings Per Share ('EPS')

Profit after tax divided by the basic / diluted weighted average number of shares in issue during the year.

 

EBITDA

Earnings before finance cost, tax, depreciation, amortisation of other non-current assets and purchase gain on acquisition of subsidiaries.

 

EPRA

The European Public Real Estate Association is a non-profit association representing Europe's publicly listed property companies.

 

EPRA NAV Per Share

EPRA NAV divided by the basic / diluted number of shares outstanding at the year or period end.

 

EPRA Net Assets ('EPRA NAV')

Net assets per the statement of financial position, excluding the mark-to-market on effective cash flow hedges and related debt adjustments and deferred taxation on revaluations excluding goodwill.

 

Estimated Rental Value ('ERV')

ERV is the external valuers' opinion as to the open market rent which, on the date of valuations, could reasonably be expected to be obtained on a new letting or rent review of a property.

 

Estimated Vacancy Rates

Represent vacancy rates computed based on current and expected future market conditions after expiry of any current lease.

 

EURIBOR

The Euro Interbank Offered Rate: the interest rate charged by one bank to another for lending money, often used as a reference rate in bank facilities.

 

Financial Year

Period from 1 January to 31 December.

 

Future Rental Cash Inflows

Future rental cash inflows computed based on the actual location, type and quality of the properties and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties.

 

GLA

Gross leasable area.

 

IFRS

International Financial Reporting Standards as adopted by the European Union.

 

Income Capitalisation Method

Valuation method that takes into consideration the income that a property is expected to generate if leased out assuming a stabilised occupancy level, and applying to that income a capitalisation rate reflecting the investors' interest in a property of this kind.

 

Investment Property Under Development

Properties that are in development process that do not meet all the requirements to be transferred to completed investment property.

 

Property Under Refurbishment

Properties that are in the process of being refurbished and do not meet all the requirements to be transferred to completed investment property.

 

IPO

Admission to the AIM Market of the London Stock Exchange.

 

Land Bank for Further Development

Land bought for further development but for which the Group did not obtain all the legal documentations and authorisation permits in order to start the development process.

 

LEED

Leadership in Energy & Environmental Design, a green building certification program that recognizes best-in-class building strategies and practices.

 

Like-for-like Property Value ('LTLV')

LTLV is the change in fair value over a period of one year on the standing and underdevelopment investment properties.

 

Loan to Value (LTV)

Calculated as the total outstanding debt excluding amortised cost as of financial position date divided by the appraised value of owned assets as of financial position date.

 

Maintenance Costs

Including necessary investments to maintain functionality of the property for its expected useful life.

 

Net Assets Value (NAV)

Equity attributable to shareholders of the Company and / or net assets value.

 

Net Asset Value (NAV) Per Share

Equity attributable to owners of the Company divided by the number of Ordinary shares in issue at the period end.

 

Net Operating Income (NOI)

Net operating income (being the gross operating income less operating expenses that are not paid by or rechargeable to tenants, excluding funding costs, depreciation and capital expenditure).

 

Non-Controlling Interest (NCI)

The equity in a subsidiary not attributable, directly or indirectly, to the parent.

 

Occupancy Rate

The estimated rental value of let sqm as a percentage of the total estimated rental value of the portfolio, excluding development properties. It includes spaces under offer or subject to asset management (where they have been taken back for refurbishment and are not available to let as at the period end).

 

Passing Rent

It is the gross rent, less any ground rent payable under the head leases.

 

Portfolio Open Market Value ("OMV")

Portfolio open market value means the fair value of the Group's investment properties determined by CBAR Research & Valuation Advisors S.R.L. (Coldwell Banker), independent professionally qualified valuers who hold a recognised relevant professional qualification and have recent experience in the locations and segments of the investment properties valued, using recognised valuation techniques.

 

Property Valuation "As Is"

Represents the appraised value for standing and operational properties (owned and announced), properties under development and land, performed by Coldwell Banker as of financial position date.

 

Property Valuation on "Completion"

Represents the appraised value for standing and operational properties (owned and announced), properties under development and land, performed by Coldwell Banker as of financial position date, assuming that the properties under development were completed as of the date of valuation. The estimated appraised values on completion are subject to risks and uncertainties that could cause actual outcomes to differ materially from those expressed or implied by the relevant statements; they are not guarantees of future performance and there can be no assurance that these estimated values on completion can or will be achieved.

 

Residual Value Method

Valuation method that estimated the difference between the market value of the building upon completion that can be built on the plot of land and all the building's construction costs, as well as the developer's profit. This method relies on the contribution concept by estimating from the future income of the building, the amount that can be distributed to the land.

 

Sales Comparison Approach

Valuation method that compares the subject property with quoted prices of similar properties in the same or similar location.

 

SEE

South-Eastern Europe, in alphabetical order, Albania, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Greece, Kosovo, Moldova, Macedonia, Montenegro, Romania, Serbia, Slovenia and Turkey.

 

SPA

Share sale purchase agreement.

 

SQM

Square metres.

Stabilised Vacancy

It represents the reasonably estimated vacancy rate registered by the building with the proper marketing, management and maintenance conditions.

 

Terminal Value

The value of an asset at a specified, future valuation date, taking into account factors such as discount rates and the current value of the asset, and assuming a stable growth rate. Terminal value refers to the value of an entire property at a specified future valuation date. The common approach used to evaluate the terminal value of an asset is the "exit approach."

 

The Company or the Group

Globalworth Real Estate Investments Limited and its subsidiaries.

 

The Investment Adviser

Globalworth Investment Advisers Limited, a wholly owned holding subsidiary incorporated in Guernsey.

 

The Asset Manager

Globalworth Asset Managers S.R.L., an Asset Holding and Asset Manager wholly owned subsidiary incorporated in Romania.

 

WALL

Represents the remaining weighted average lease length of the contracted leases as of the year or period end, until the lease contracts full expiration.

 

Weighted Average Interest Rate

The average of the interest rate charged on the Group's loans, weighted by the relative outstanding balance of each loan at the year or period end.



1 Portfolio OMV is based on an external valuation at 30 June 2015. The Green Court Building A property which was acquired on 30 June 2015 was also valued based on an external valuation as of 30 June 2015.

2 The number of ordinary shares used to calculate Net Assets Value "NAV" per share and the EPRA Net Assets Value "EPRA NAV" per share as of 30 June 2015 were 53,645,088 (31 December 2014: 53,645,088).

3 "EPRA" The European Public Real Estate Association is a non-profit association representing Europe's publicly listed property companies.

4 EPRA NAV and EPRA NAV per share differ from the preliminary figure announced on 12 August 2015 due to an additional adjustment made to reported NAV in arriving at the EPRA NAV figure, following the guidance published by EPRA. The NAV and NAV per share figures remained unchanged from the previously published figures.

5 The subsidiaries acquired in H1 2014 were part of the Initial Portfolio, which was acquired at a discount from entities controlled by the Founder, as disclosed in the IPO admission document.

6 EBITDA differs from the preliminary figure announced on 12 August 2015 due to a reclassification of expenses made in the consolidated income statement, while the result after tax for the period remained unchanged from the previously published figure.

Note all numbers in this announcement are unaudited.

 
7 Commercial properties exclude the residential component of Upground Towers.
8Portfolio OMV is based on an external valuation at 30 June 2015. The Green Court Building "A" property which was acquired on 30 June 2015 was also valued based on an external valuation as of 30 June 2015.
9The subsidiaries acquired in H1-14 were part of the Initial Portfolio, which was acquired at a discount from entities controlled by the Founder, as disclosed in the IPO admission document.

10 Includes the TAP complex acquired in July 2014, and UniCredit HQ and Nusco Tower buildings acquired on 31 March 2015. Green Court Building "A" was acquired on 30 June 2015 and hence did not impact the results for H1-15.
11 Member of NBG Group; transaction arranged by Banca Romaneasca S.A.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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