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Trans Balkan Invest (TBI)

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Friday 31 December, 2010

Trans Balkan Invest

Interim Results

RNS Number : 7491Y
Trans Balkan Investments Ltd
31 December 2010
 



 

TRANS BALKAN INVESTMENTS LIMITED

(formerly Equest Investments Balkans Limited)

Interim Results

for the six months ended 30 June 2010

 

Trans Balkan Investments Limited ("TBIL" or "the Company"), a holding company with subsidiaries investing in the Balkan region (all together "the Group"), today announces its interim results for the six months ended 30 June 2010.

 

Headlines for the Period

·     Consolidated revenue of €234.2 million for the six months ended 30 June 2010 (30 June 2009: €239.5 million)

·      Operating loss of €7.9 million (30 June 2009: operating loss of €30.2 million)

·      Pre-tax loss of €14.7 million (30 June 2009: loss of €34.9 million)

·      Loss per share from continuing operations of €0.64 (30 June 2009: loss per share of €1.63)

·     Total net assets at 30 June 2010 of €99.8 million (31 December 2009: €116.8 million and 30 June 2009: €131.0 million)

·      Net asset value per share of €5.46 (31 December 2009: €6.39 and 30 June 2009: €7.17)

·      TechnomarketDomo, TBIL's largest holding, consolidated sales of 233.4 million (31 December 2009: 558.4 million and 30 June 2009: 239.5 million), EBITDA of 3.3 million (31 December 2009: 12.0 million and 30 June 2009: negative of 5.2 million) and pre tax loss of 7.4 million (31 December 2009: pre tax loss of 3.53 million and 30 June 2009: pre tax loss of 5.0 million).

·      Borovets Investments, TBIL's strategic stake in Rila Samokov development project, valued at 31.91 million (31 December 2009: 36.52 million and 30 June 2009: 37.09 million) by independent valuers.

 

For further information please contact:

Trans Balkan Investments Limited

Ian Schmiegelow

Natalie Weedon

Tel: + 44 20 7630 3350

Collins Stewart - Nomad Joint & Broker

Stewart Wallace

Tel: +44 20 7523 8322

KBC Peel Hunt Limited - Joint Broker

Capel Irwin

Tel:  +44 20 7418 8900

Financial Dynamics - PR adviser

Ed Gascoigne-Pees
David Cranmer
Nick Henderson

Tel:  +44 20 7269 7132

 



 

 

CHAIRMAN'S STATEMENT

 

Overview and strategy

 

TBIL's interim results reflect the extremely challenging environment which continues to affect the Balkan region. The economic crisis has not faltered so far this year thereby continuing to fuel the considerable drop in retail sales suffered by the Group's major subsidiary, Technomarket Domo N.V ("TMD"), as well as the fall in value of the Group's real estate investments.

 

The overriding issue for the Company during the period has been the ever present shortage of liquidity and the consequent need to give unceasing attention to the ongoing sale of its remaining assets and to the management of its major indebtedness and related obligations to the State General Reserve Fund of Oman ("SGRF") under the Commercial Agreement of July 2009. The chronology and detail relating to this particular indebtedness and to the Subsequent Amendment Agreement,  finalised only in late October this year, are set out at some length in Notes 11 and 12 to the Financial Statements headed "Related Party Transactions" and "Events after the end of the reporting agreement". Suffice it to say here, as has been reported by the Board in a number of announcements over the past 12 months that, while the support of SGRF has been essential to the Company's continuation in business, it has come at a price and has involved the Board in much difficult deliberation and careful management.

 

The relentless pressure on liquidity, coupled with the stagnant if not falling value of the Company's remaining property portfolio during 2010, have led the Board to the regrettable conclusion that the only realistic option for TBIL is to sell its 61.80% holding in TechnomarketDomo N.V. ("TMD") as soon as it can reasonably be achieved. To this end, on 3 June 2010, the Board announced that it was in discussion with the minority shareholders of TMD concerning an indicative offer from them to purchase TBIL's equity shareholding of 61.8 % in TMD. Whilst giving suitable consideration to this offer, the Board has also continued to consider other realistic options in order to resolve most advantageously for all the Company's shareholders the matter of raising sufficient funds both to repay the EUR 17 million TBIL owes to SGRF as well as to finance its continuing business. Consequently, the Board announced on 4 August 2010 that it had engaged Entrea Capital of Sofia, Bulgaria and Capital Partners of Bucharest, Romania, acting jointly, to be its independent financial adviser to assist it in respect to this offer as well as in reviewing other realistic options, including the sale of TBIL's holding in TMD in whole or in part to a third party. Furthermore, the Board confirmed that it had also appointed Ernst & Young to prepare an independent fair valuation of TBIL's holding in TMD.

 

An orderly process for the sale of TMD is now in hand which has been made possible through the terms, admittedly onerous, of the Amendment Agreement to which I have already referred and which, in essence, and on some stringent conditions, permits TBIL a 12 month period from its signature in October 2010 to sell its holding in TMD. Also, by the terms of this Agreement, TBIL is to seek, subject to shareholder approval, to delist its shares from AIM, at its next Annual General Meeting or as soon as practicable thereafter. Although the proposed sale of TMD is taking place as the Company continues to face a challenging trading environment, it should be appreciated how, despite this, both the businesses in Romania and Bulgaria have increased their market share while, simultaneously, achieving cost reductions, closing unprofitable stores and otherwise refining operating efficiencies.

 

As to TBIL's other business interests, the Company, together with its fellow shareholders, continues to review the steps which need to be taken to progress the plans for the major Borovets resort development. Even while weak market conditions persist there is much preparatory work involving rezoning and concessions which can be handled advantageously.

 

During 2010, the Company has continued to dispose of its remaining non-core property holdings. In July the Board announced the completion of the sale of Iztok, one of the three former cinema sites, owned through Pelican. The sale of a second Evropa Palace was completed in early November. Preliminary agreement for the sale of the last cinema site, Urvich, was signed on the 6 October.

 

In respect to the summary termination of the Novera concessions, which TBIL considers to be wholly unjustified, the Board continues to investigate the options available to it in respect to pursuing a complaint against the Bulgarian Government under the terms of the relevant Bilateral Investment Treaty.

 

In general, the Board's major focus during the half year period and beyond has been to continue the implementation of material cost saving measures arising from the simplification of its corporate structure, to arrange the sale of further non-core property assets, to seek a rational resolution with the banks of the financial problems of TBIL's property development subsidiary, Immofinance, and, finally, to address the issues it has faced with SGRF in respect to TMD and otherwise.

 

Results

In the six months to 30 June 2010, the Company had consolidate revenue of EUR 234.2 million (30 June 2009: EUR 239.5 million), made a pre-tax loss of EUR 14.7 million (30 June 2009 pre tax loss EUR 34.9 million), and showed a loss per share including both continuing and discontinuing operations of EUR 0.64 (30 June 2009: loss per share EUR 1.76).

 

Total Assets of the Group at 30 June 2010 were EUR 342.4 million (31 December 2009: EUR 366.1 million), and Total Net Assets of the Company at 30 June 2010 were EUR 99.8 million (31 December 2009: EUR 116.8 million).

 

Net asset value per share decreased 15% to EUR 5.46 per share at 30 June 2010 from EUR 7.17 per share at 31 December 2009.

 

Holdings

A detailed update for the six months to 30 June 2010 in respect to TBIL's holdings are presented in the Management Review section of this document, including a post period update.

 

Costs

The Board can report that the planned simplification of the TBIL group's corporate structure, with its consequent reduction in overall cost, progressed well in the first half of 2010. The number of companies within the structure has been reduced from 43 to 28 by way of merging or liquidating defunct entities and this is expected to be reduced by a further 8 by the end of the year.

 

Moreover, the Company has continued to implement effective cost control measures within its operating subsidiaries.

 

Going Concern

To date in 2010, TBIL's Board has actively managed its business risk in the most challenging of economic environments. After making suitable enquiries and giving proper consideration to factors which could give rise to significant financial exposure, including asset sales, the Board has a reasonable expectation that the Company has adequate resources to both continue its operations for the foreseeable future and meet its obligations as they fall due. However, there cannot be certainty while the extremely difficult market conditions prevail as they may impact adversely on planned disposals in terms of price expectation and timing. Given this position, the Company continues to adopt the going concern basis in the preparation of these financial statements.

 

Outlook

The immediate outlook for the economies in South East Europe, in particular Bulgaria and Romania, remain bleak with material improvement not forecast before 2012.  It is therefore anticipated that the Company's major liquidity shortage will only be relieved by the early sale of its holding in TMD, a process which is now underway, and, with the exception of Borovets, the realisation of its few remaining property investments.

 

 

 

 

Ian Schmiegelow

Non-Executive Chairman
Trans Balkan Investments Limited

     December 2010

 

MANAGEMENT REVIEW

 

While the effects of the global economic crisis were slow to reach the South East European region, the impact was felt heavily in the last quarter of 2009 and has continued throughout 2010. TBIL's largest holdings are located in Bulgaria and Romania, where in 2009, GDP contracted by 4.9% in Bulgaria and by 7.1% in Romania. In the consumer growth driven industries this has resulted in a significant drop in retail sales, varying from 20% to 40% compared with previous years and trading within the TechnomarketDomo companies was seriously affected. Land and property values have suffered similarly as property development activity has virtually ceased amidst a lack of available bank financing. The IMF forecast for Bulgarian GDP in 2010 is currently for 0.0 % growth and a decrease of 1.9% for Romanian GDP.  No improvement in the market conditions is expected this year and TBIL continues to focus on disposing of its property holdings and the possibility of selling its holding in TMD.

 

Financial review

Consolidated revenue for the six months ended 30 June 2010 from continuing operations was €234.2 million (30 June 2009: €239.5 million). The underlying operating loss for the six months ended 30 June 2010 of €7.8 million (30 June 2009: operating loss of €30.2 million) and the loss before tax from continuing operations was €14.7 million (30 June 2009: loss of €34.9 million).

 

Review of TBIL Holdings

 

TechnomarketDomo

61.8 % HOLDING AS AT 30 June 2010

TechnomarketDomo Group NV (TMD) is the Dutch parent company for the Company's investments in the retail electronics and white goods sector in South East Europe, which include 100% of the Bulgarian Technomarket retail and wholesale operations and 100% of the Romanian Domo retail operations.

 

TMD is a leading player in the sector in the South East European region with a consolidated turnover in the first six months of 2010 of €233.4 million (30 June 2009: €239.5 million), and a loss before tax of €7.4 million (30 June 2009: loss of €5.0 million).

 

In view of the economic slowdown, management undertook a detailed cost analysis of the operations and implemented a number of recommendations in the first quarter 2010, including negotiating rental decreases where possible and closing the majority of Domo stores in Bulgaria with the remaining operations rebranded under the Technomarket brand. At the end of the first six months of 2010 the TMD network consisted of 197 stores. 

 

The consumer electronics and white goods retail market shrunk during the first six months of 2010 in Bulgaria and Romania by an estimated 10% on average. During this period the Bulgarian operations gained market share, which increased to 44% compared to 37% in the corresponding six month period ended 30 June 2009. The Romanian operations also gained market share accounting for 28% of the market by the end of June 2010, compared to 25% in the corresponding month in 2009.

 

The major strategic objectives for TMD in 2010 has been to accelerate the integration of the operations of the Technomarket and Domo businesses, to eliminate continually unprofitable stores as well as to reposition the business for fewer but more discerning consumers within TMD and to achieve optimum sales growth.

 

Post Period End Event

As announced on 4 August 2010, TBIL has engaged financial advisers to assist the Board in assessing and processing the  indicative offers received from minority shareholders of TMD to purchase TBIL's shareholding in TMD as well as to review other realistic options, including the sale of TBIL's interest in TMD in whole or in part to a third party.

 

As reported on 22 October 2010, TBIL has entered into an amended agreement with the State General Reserve Fund of the Sultanate of Oman ("SGRF") which amends and supplements the terms of the Commercial Agreement, details of which were announced on 16 July 2009. Under the Amendment Agreement, in exchange for the payment of certain fees and other sums and on certain conditions, SGRF has agreed to defer for 12 months from the date of the Amendment Agreement, the exercise of its right to acquire the Company's interest in TMD, which right SGRF has asserted it is entitled to exercise immediately pursuant to the terms of the Commercial Agreement.

 

Technomarket Serbia and Montenegro (Harwood Limited)

23% HOLDING IN HARWOOD AS AT 30 June 2010

During the first six months of 2010 the consolidated sales of Harwood amounted to €29.2 million (30 June 2009: €43.6 million) resulting in a negative EBITDA of €1.8 million (30 June 2009: negative €2.0 million).

 

Technomobile

50% HOLDING AS AT 30 June 2010

The Company owns 50% of Technomobile Serbia, a chain of stores selling GSM sets, small consumer electronic devices and complementary services. During the first six months of 2010 sales amounted to €3 million (30 June 2009: €3 million), through a chain of 56 shops, resulting in a negative EBITDA of €0.1 million (30 June 2009: negative EBITDA €1.1 million).

 

Borovets

33.5% HOLDING AS AT 30 June 2010

TBIL holds a 33.5% indirect investment in Rila Samokov 2004 AD, which owns 1,977,131 square meters of land for resort development in the Borovets mountain region, purchased for €25.9 million in cash.

 

TBIL's stake is held through its 50% interest  in Borovets Invest BV, a holding company, which in turn owns 100% of Borovets Investments EAD, which has an investment of 67% in Rila Samokov. TBIL's partner in Borovets Invest BV is the State General Reserve Fund of the Sultanate of Oman ("SGRF"). The other shareholders in Rila Samokov are the Municipality of Samokov (25% shareholding) and Bulgaria's leading construction company Glavbolgarstroy (8% shareholding).

 

Currently the project is divided into six sub projects that can be individually developed, thus lowering the development risk of this large scale €800 million project. While no substantial construction works have yet been undertaken, the project remains debt free.

 

Review of TBIL Non Core Holdings

Pelican Retail Holdings

100% HOLDING AS AT 30 June 2010

Pelican has been the owner of three sites which were formerly used as cinemas and are located in the city centre and densely populated areas of Sofia, together with a small land plot in the city of Pernik. All these Pelican properties are included in the asset disposal programme.

 

Post Period Event

TBIL has successfully sold the former cinemas Iztok and Evropa Palace. On 30 July 2010, the sale of Iztok was completed for the net sale proceeds amounting to €1,428,000 in cash which has been received. On 11 November 2010, the Evropa Palace was sold for the consideration of €1,500,000 in cash which has been received. The proceeds from the sale of Iztok and Evropa Palace cinemas were utilised to fund the Company's liabilities and continuing operations. The sale of the remaining Urvich cinema is at an advanced stage and is expected to be completed by the end of the year.

 

Immofinance AD

100% HOLDING AS AT 30 June 2010

Immofinance is a property development company focusing on first and second homes in Bulgaria. Immofinance is in discussions with the respective banks financing its two remaining development projects, Sozopolis and Banya, as to the future of the projects. The loan facilities are currently in default as a result of breaches of covenants. The loans are secured on the relevant developments and are on non-recourse basis to TBIL.

 

The Immofinance portfolio consists of the development projects and land holding listed below.

1. Sozopolis is a complex of second home properties, a spa centre, and several retail units including two restaurants on the Black Sea coast. The construction started in November 2007 and the first phase of the project, comprising 105 second home apartments, was completed in 2009 but €7 million is still owed to the main construction company and another €8 million is required for the completion of the second phase of the project. Total gross floor area for Immofinance in the project is 35,575 square meters, of which 30,265 square meters is for residential apartments. Six units (2,634 square meters) had been sold as at 30 June 2010 and none completed since.

 

The marketing of the project coincided with the deterioration of the Bulgarian economy and the near collapse in demand.

 

The project has been financed by a €8.2 million equity investment by TBIL and a €38 million construction loan from Alpha Bank. The current drawdown on the construction loan is €27.3 million (of which €1.5 million has been repaid) and there is an additional €5 million VAT facility (of which €1.2 million has been repaid).

 

TBIL is in discussions with Alpha Bank for restructuring the facility and to determine the best course of action in respect of this development project.

 

2. Banya Spa & Wellness Resort, a complex of residential apartments, hotel, spa and sports facilities located in the foothills of Pirin Mountain, was started in September 2006. The gross floor area of the project is 20,277 square meters of which 12,572 square meters is for residential apartments (119 units) and 7,705 square meters for the hotel and spa.

 

The project has been financed by a €7.5 million equity investment by TBIL and a €10.5 million construction loan from DSK Bank of which €6.9 million has been drawn down. The loan is currently in default and Immofinance is in discussions with the bank on available options, including the rental of Banya Spa & Wellness Resort to a tour operator, on condition that an agreement on the funding of €3 million for the completion of the project is achieved.  Provided this additional financing can be secured, the project is expected to be finalised within nine months. Immofinance's partner in the project is the Municipality of Razlog which holds a 4% equity interest in the Banya Spa & Wellness project. 

 

3.  Boyana Diplomatic Club is a land plot adjacent to the Boyana Diplomatic Club in Sofia which is designed for high end condominium apartments, with a total gross floor area projected at approximately 5,000 square meters. TBIL is actively marketing this asset.

 

4. Embassy Apartments is a completed development in Sofia ,which currently  has just five apartments totalling 1,405 square meters remaining to be sold.

 

Novera

94% HOLDING AS AT 30 June 2010

As previously announced, the remaining Concession Agreements for the provision of waste management and street cleaning services in Sofia held by three wholly owned subsidiaries of Novera AD were terminated by the municipality of Sofia in March 2009. TBIL rejects the basis of the termination of these Concession Agreements and has had discussions with legal representatives of the Bulgarian Government over the Municipal Council of Sofia's conduct in relation to the Concession Agreements.  The senior and mezzanine lenders to Novera are working together with TBIL in these discussions.  

 

Novera is now in liquidation and the liquidator is handling all of the necessary paperwork relating to the company's former employees.  The liquidator is also realising any remaining assets to help cover the costs of the liquidation.

Loans and borrowings

The Group had €96.6 million in bank debt at the end of the first six months of 2010 pledged against assets over which TBIL has majority control. All debt as at 30 June 2010 was non-recourse to TBIL.

 

The largest subsidiary bank debt is within TechnomarketDomo and resulted from the use of debt to acquire of this holding.  This debt facility with an outstanding principal amount of approximately €81 million as at 30 June 2009 with RZB has been reduced to approximately €37.5 million as at 30 June 2010 (€56.2 million as at 31 December 2009).

The table below summarises the Group's interest-bearing bank loans and borrowings, the carrying amount of which are measured at amortised cost.





30 June

 2010

31 December 2009





Carrying amount

Carrying amount

Subsidiary

Currency

Nominal interest rate

Year of maturity

€'000

€'000







Non-Current






TechnomarketDomo

Euro

Euribor + 4%

2014

24 344

26 558

KKE

Euro

Euribor + 3.5%

2014

8 255

9 005





32 599

35 563







Current





 

 






Immofinance EAD

Euro

3m Euribor + 5%

2013

30 857

29 838

TechnomarketDomo

Euro

Euribor + 4%

2014

3 688

19 621

KKE

Euro

Euribor + 3.5%

2014

1 251

1 001

Banya Holiday AD

Euro

3m Euribor + 2.8%

2013

7 922

7 354

Overdrafts

Euro, RON



20 330

12 982





64 048

80 305

 

In December 2008, TMD and Axis Retail, K & K Electronics EOOD ("KKE") and Domo Retail SA, as guarantors, entered into an agreement with RZB pursuant to which TMD assumed €65 million of the loans provided to TMD group of companies for the purposes of acquiring holdings in operating subsidiaries (the "Refinancing Loans"). RZB and KKE also executed an agreement for amendments of the original €25 million loan facility originally granted in 2006. (The "KKE Loan" together with the Refinancing Loans, the "RZB Loans"). Security for the RZB Loans includes a pledge by Axis Retail of all of its shares in TMD to RZB.  Axis Retail and Lyra, a minority shareholder in TMD, also gave an undertaking to RZB (the "Undertaking") to facilitate a prepayment of up to €40 million of the Refinancing Loans.  TBIL group had no other exposure under the RZB Loans.

 

In 2009, following discussions between RZB, TMD and Axis Retail, RZB agreed to accept prepayment of €40 million as €20 million in cash and a bank guarantee from Citibank for the remaining €20 million in exchange for the release of the undertaking.

 

The repayment of €20 million by TMD was financed by an €8 million shareholder loan to TMD and a €12 million bridge facility provided by Corporate Commercial Bank AD to TBIL repayable within 12 months. The bridge loan was drawn down on 15 July 2009 and advanced by TBIL to TMD by a way of a shareholder loan.

 

The Citibank Guarantee provided that, if TMD was unable to prepay another €20 million of the Refinancing Loans by 31 December 2009, RZB would be entitled to draw €20 million under the Citibank Guarantee.

 

As part of these arrangements, SGRF agreed to indemnify Citibank for losses to Citibank under the Citibank Guarantee and provided Citibank with the collateral required by Citibank to secure SGRF's indemnity obligations.  TBIL agreed to indemnify SGRF against any expenses or losses in connection with the Citibank Guarantee and TBIL granted a fixed and floating charge in favour of SGRF over all of TBIL's assets and undertakings (the "SGRF Security"). The SGRF Security included a charge over TBIL's shares in Axis Retail, as well as over TBIL's interests (or the proceeds thereof) in various property holdings including Rodacar, Serdika, Axis-S Retail NV and Immofinance. As from 31 December 2009, SGRF had the right to exchange any unpaid indebtedness or liability of TBIL to SGRF for TBIL's indirect 61.8% interest in TMD unless (i) certain conditions related to TMD's business integration and further management appointments at TMD are not satisfied by TBIL by 31 December 2009, in which case, SGRF's exchange rights would be exercisable after 31 December 2009 or (ii) an event of default occurred under any of the agreements with SGRF, in which case, SGRF's exchange rights would become exercisable immediately. For the purposes of the exchange, the value of 100% of TBIL's investment in TMD was fixed at €20 million.

 

On 31 December 2009 TBIL, through a wholly owned subsidiary, repaid in full its the €12 million bridge facility granted by a Corporate Commercial Bank together with all outstanding interest.

 

Further in December 2009, Axis Retail, the parent of TMD, repaid to RZB €3 million to reduce the amount of the Citibank Guarantee. A balance of €17 million (plus accrued interest) due to be repaid to RZB by 31 December 2009 was met by RZB calling the Citibank Guarantee which, in turn, was covered by SGRF under the terms of its related counter indemnity.

 

Through repayments and the arrangements described above, the exposure to RZB in respect of TMD as at 30 June 2010, was reduced from an outstanding principal amount of approximately €81 million to approximately €37.5 million, with loan covenants waived until 31 December 2010 and final maturity extended from three to five years, that is until 31 December 2014.

 

TBIL is in active discussions with the lending banks for all remaining subsidiary debt in assets with TBIL majority control.

 

Cost Savings

The Company is continuing to achieve cost savings through simplification of its corporate structure resulting from this asset disposal programme and the planned reduction in the number of intermediate BVI, NV and BV companies. The number of intermediary companies had been reduced by five by the end of the half-year, and by the year end, the number will be reduced by an additional six intermediate or dormant companies.

 

 

 

TBIL Management

16 December 2010



 

 

Consolidated income statement (unaudited)


Six months to

Six months to

Year ended

for the six months ended 30 June 2010


30 June

 2010

30 June

 2009

31 December 2009



Unaudited

Unaudited

Audited




Restated



Note

€'000

€'000

€'000






Revenue

4

234 223

239 549

560 868

Cost of sales


(195 872)

(205 311)

(469 871)

Gross profit


38 351

34 238

90 997






Other operating income


6

59

388

Administration, selling and distribution costs


(40 448)

(46 033)

(85 869)

Impairment of assets


(21)

(22 311)

(64 577)

(Loss) from fair value adjustment on property assets

6

(640)

(1 378)

(7 610)

Gain on sale of investments


-

12 793

12 793

Share of post tax losses of associates and joint ventures

7

(5 099)

(7 542)

(10 028)

Operating (loss)


(7 851)

(30 174)

(63 905)






Finance income


1 557

254

2 136

Finance costs


(8 413)

(4 991)

(10 905)

(Loss) before tax


(14 707)

(34 911)

(72 675)






Taxation


(51)

98

(863)

(Loss) from continuing operations


(14 758)

(34 813)

(73 538)






(Loss)/profit on discontinued operation, net of tax


(15)

(2 346)

25 308

(Loss) for the period


(14 773)

(37 159)

(48 230)






Attributable to:





 - The owners of the parent


(11 674)

(32 193)

(46 143)

 - Non-controlling interest


(3 099)

(4 966)

(2 087)



(14 773)

(37 159)

(48 230)






Earnings / (loss) per share (basic and diluted):





 - Continuing operations


(0.64)

(1.63)

(3.91)

 - Discontinued operations


0.00

(0.13)

1.39

Total


(0.64)

(1.76)

(2.52)






 



 

 

Consolidated statement of comprehensive income (unaudited)


Six months to

Six months to

Year ended

for the six months ended 30 June 2010


30 June

 2010

30 June

 2009

31 December 2009



Unaudited

Unaudited

Audited




Restated



Note

€'000

€'000

€'000






(Loss) for the period


(14 773)

(37 159)

(48 230)

Other comprehensive income





Available for sale investment valuation loss


-

(123)

(123)

Exchange differences on translation


(2 576)

(669)

(3 692)

Share of other comprehensive income in associates and joint ventures

7

380

-

-

Other comprehensive income for the period, net of tax


(2 196)

(792)

(3 815)

Total comprehensive income for the period


(16 969)

(37 951)

(52 045)






Attributable to:





 - The owners of the parent


(12 863)

(32 913)

(48 254)

 - Non-controlling interest


(4 106)

(5 038)

(3 791)



(16 969)

(37 951)

(52 045)

 

 

Consolidated statement of changes in equity

for the six months ended 30 June 2009

Share capital

Available-for-sale reserve

Warrant reserve

Foreign exchange reserve

Retained earnings

Total

Non-controlling interest

Total equity

restated

restated

restated

restated

restated

restated

restated

restated

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000










Balance at 1 January 2009

253 846

123

6 786

(11 665)

(86 881)

162 209

2 233

164 442










Profit / (loss) for the period

 -

 -

 -

 -

(32 193)

(32 193)

(4 966)

(37 159)

Available for sale investment valuation loss

 -

(123)

 -

 -

 -

(123)

 -

(123)

Exchange differences on translation

 -

 -

 -

(230)

 -

(230)

(439)

(669)

Total comprehensive income for the period, net of tax

-

(123)

-

(230)

(32 193)

(32 546)

(5 405)

(37 951)










Settlement of put option liability

 -

 -

 -

 -

 -

-

7 755

7 755

Non controlling interest removed on disposal of subsidiary

 -

 -

 -

 -

(585)

(585)

(2 615)

(3 200)

Total transactions with owners

-

-

-

-

(585)

(585)

5 140

4 555

Balance at 30 June 2009

253 846

-

6 786

(11 895)

(119 659)

129 078

1 968

131 046

 

 

Consolidated statement of changes in equity

for the six months ended 31 December 2009

Share capital

Available-for-sale reserve

Warrant reserve

Foreign exchange reserve

Retained earnings

Total

Non-controlling interest

Total equity

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000










Balance at 1 July 2009

253 846

-

6 786

(11 895)

(119 659)

129 078

1 968

131 046










Profit / (loss) for the period

 -

 -

 -

 -

(13 950)

(13 950)

2 879

(11 071)

Exchange differences on translation

 -

 -

 -

(1 758)

 -

(1 758)

(1 265)

(3 023)

Total comprehensive income for the period, net of tax

-

-

-

(1 758)

(13 950)

(15 708)

1 614

(14 094)










Revaluation of shareholder loan

 -

 -

 -

 -

(186)

(186)

 -

(186)

Total transactions with owners

-

-

-

-

(186)

(186)

-

(186)

Balance at 31 December 2009

253 846

-

6 786

(13 653)

(133 795)

113 184

3 582

116 766

 

 

Consolidated statement of changes in equity

for the six months ended 30 June 2010

Share capital

Available-for-sale reserve

Warrant reserve

Foreign exchange reserve

Retained earnings

Total

Non-controlling interest

Total equity

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000










Balance at 1 January 2010

253 846

-

6 786

(13 653)

(133 795)

113 184

3 582

116 766










Profit / (loss) for the period

 -

-

-

- 

(11 674)

(11 674)

(3 099)

(14 773)

Exchange differences on translation

 -

-

-

(1 569)

- 

(1 569)

(1 007)

(2 576)

Share of other comprehensive income in associates and joint ventures

 -

-

-

380

- 

380

-

380

Total comprehensive income for the period, net of tax

-

-

-

(1 189)

(11 674)

(12 863)

(4 106)

(16 969)

Balance at 30 June 2010

253 846

-

6 786

(14 842)

(145 469)

100 321

(524)

99 797

 

 

Consolidated statement of financial position


30 June

 2010

30 June

 2009

31 December 2009

 

as of 30 June 2010


Unaudited

Unaudited

Audited

 


Note

€'000

€'000

€'000

 

ASSETS





 

Non-current assets





 

Property, plant and equipment


17 592

27 070

19 158

 

Investment property

6

9 118

10 608

9 758

 

Goodwill and trademarks


73 429

102 829

75 051

 

Other intangible assets    


868

919

869

 

Investments in equity-accounted associates

7

419

4 180

827

 

Investments in equity-accounted joint ventures

7

31 270

40 169

35 581

 

Other receivables


11 965

18 468

14 839

 

Deferred tax assets


386

534

388

 



145 047

204 777

156 471

 

Current assets





 

Inventories

8

143 383

152 977

147 144

 

Trade and other receivables


45 211

66 189

46 152

 

Tax receivables


203

2 421

283

 

Cash and cash equivalents

9

8 509

4 486

16 078

 



197 306

226 073

209 657

 

Non-current assets classified as held for sale


8

6 145

7

 

Total assets


342 361

436 995

366 135

 






 

LIABILITIES





 

Non-current liabilities





 

Other payables


-

346

344

 

Loans and borrowings

10

49 443

58 355

52 111

 

Provisions


100

219

99

 

Deferred tax liability


6 371

7 409

6 675

 



55 914

66 329

59 229

 

Current liabilities





 

Trade and other payables


95 433

98 379

108 326

 

Loans and borrowings

10

90 568

105 057

80 305

 

Corporation tax liability


351

42

1 097

 

Provisions


271

365

370

 



186 623

203 843

190 098

 

Liabilities directly associated with non-current assets classified as held for sale


27

35 777

42

 

Total liabilities


242 564

305 949

249 369

 

TOTAL NET ASSETS


99 797

131 046

116 766

 






 

EQUITY





 

Capital and reserves attributable to equity holders of the parent





 

Share capital


253 846

253 846

253 846

 

Warrant Reserve


6 786

6 786

6 786

 

Foreign exchange reserve


(14 842)

(11 895)

(13 653)

 

Retained earnings


(145 469)

(119 659)

(133 795)

 



100 321

129 078

113 184

 

Non-controlling interest


(524)

1 968

3 582

 

TOTAL EQUITY


99 797

131 046

116 766

 

Total equity and liabilities


342 361

436 995

366 135

 

Consolidated cash flow statement


Six months to

Six months to

Year ended

for the six months ended 30 June 2010


30 June

 2010

30 June

 2009

31 December 2009



Unaudited

Unaudited

Audited




Restated



Note

€'000

€'000

€'000






 Cash flows from operating activities





 Loss for the period


(14 773)

(37 159)

(48 230)

 Adjustments for:





  - Share of (profit)/loss in associates and joint ventures


5 099

7 543

10 028

  - Depreciation


2 298

5 547

6 820

  - Amortisation and impairment


22

22 442

65 005

  - Change in fair value of non-current assets


640

1 378

7 610

  - Foreign exchange differences


44

-

626

  - Change in provision


(98)

-

(195)

 (Gain) / loss on sale of:





  - Property, plant and equipment


 -

9

(328)

  - Available-for-sale assets


 -

107

-

  - Associates


 -

(7 559)

(7 559)

  - Subsidiaries


 -

(3 128)

(30 541)

  - Investment property


 -

-

(3 816)

 Income tax 


51

(85)

863

 Net finance costs


6 856

6 735

8 769

 Cash inflow / (outflow) from operating activites before changes in working capital


139

(4 170)

9 052

 Changes in working capital





  - (Increase)/decrease in receivables


(317)

3 580

17 911

  - (Decrease)/increase in payables


(12 962)

15 585

(30 114)

  - (Increase)/decrease in inventory


3 746

(28 793)

14 411

 Cash outflow generated from operations


(9 394)

(13 798)

11 259

 Tax paid


(1 265)

(842)

(1 388)

 Interest paid


(3 252)

(5 088)

(9 268)

 Net cash outflow from operating activities


(13 911)

(19 728)

603






 Cash flows from investing activities





 Proceeds from disposal of subsidiary, net of cash disposed


-

4 058

4 058

 Settlement of earn out consideration


-

(3 592)

(3 592)

 Proceeds from disposal of investment in associate


-

8 501

8 501

 (Increase) / decrease in other loans receivable


3 067

2 228

896

 Purchase of other intangibles


(371)

(113)

(300)

 Purchase of other property, plant and equipment


(2 356)

(3 420)

(3 420)

 Proceeds from disposal of other property, plant and equipment


7

1 477

57

 Investment in restricted cash


1

470

-

 Dividend received


-

-

1 639

 Interest received


689

254

2 990

 Proceeds from disposal of investment property


-

-

9 566

 Net cash inflow/(outflow) from investing activities


1 037

9 863

20 395
















Consolidated cash flow statement (continued)


Six months to

Six months to

Twelve months to

for the six months ended 30 June 2010


30 June 2010

30 June 2009

31 December 2009



Unaudited

Unaudited

Audited




Restated



Note

€'000

€'000

€'000






 Cash flows from financing activities





 Proceeds from bank borrowings


380

7 786

7 786

 Proceeds from other loans


-

7 200

7 200

 Repayment of bank borrowings


(2 001)

(16 591)

(27 200)

 Finance leases repaid


(330)

(1 419)

(1 036)

 Net cash (outflow)/inflow from financing activities


(1 951)

(3 024)

(13 250)






 Net (decrease)/increase in cash & cash equivalents


(14 825)

(12 889)

7 748

 Cash & cash equivalents at the beginning of the period


3 103

(4 507)

(4 507)

 Foreign exchange losses on cash and cash equivalents


(91)

(38)

(138)

 Cash & cash equivalents at the end of the period

9

(11 813)

(17 434)

3 103






 



 

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1. General information

Trans Balkan Investments Limited (formerly known as Equest Investments Balkans Limited), a company incorporated on 10 December 2003 in the British Virgin Islands, ("the Company") and its subsidiaries (together "the Group") is an investment holding company with a portfolio of retail and property development investments in South East Europe. The registered number of the company is 1069511.

 

The Company commenced operations on 14 April 2004. The shares of the Company were first listed on the Irish Stock Exchange on 19 April 2004. On 20 December 2006 the shares of the Company were listed on the AIM Market of the London Stock Exchange ('AIM').  The Company delisted from the Irish Stock Exchange on 17 June 2009 as part of the reorganisation of the management of the Company and the transition of the Company from an investment fund to a conglomerate.

 

The Company changed its name to Trans Balkan Investments Limited on 9 March 2010.

 

2. Basis of preparation

The unaudited consolidated interim financial statements for the half-year ended 30 June 2010 have been prepared in accordance with IAS 34, 'Interim financial reporting'. The condensed consolidated interim financial statements should be read in conjunction withthe annual financial statements for the year ended 31 December 2009, which have been prepared in accordance with IFRS as adopted by the European Union.

 

The financial information presented herein does not represent statutory accounts.  The Group's statutory financial statements for the year ended 31 December 2009 were prepared under IFRS as adopted by the European Union. The auditors, Deloitte, reported on those accounts and their report was qualified relating to the recoverability of related party receivables amounted to €7.7 million and the recoverability of goodwill and trademarks. Further Deloitte's report contained an emphasis of matter relating to "going concern" and the uncertainties in the current market conditions on the property market, which could reflect the fair value of investment properties owned by the Group. A copy of their report and the 2009 Annual Report and Accounts of the Company is available on the Company's website www.transbalkaninvestmentslimited.com.

 

These condensed consolidated interim financial statements have not been audited or reviewed by the independent auditors pursuant to the Auditing Practices Board guidance on the "Review of Interim Financial Information".

 

In assessing the going concern basis of preparation of the condensed consolidated financial statements for the six months ended 30 June 2010, the Directors have taken into account the status of current discussions on the sale of properties and investments.  The Group's forecasts and projections have been prepared taking into account the economic environment and its challenges. Subject to the considerable uncertainties inherent in the circumstances outlined below, the Directors consider that the Group will have sufficient facilities for its ongoing operations.

 

As disclosed in note 11 'Related party transactions' the parent company TBIL has entered into a commercial agreement (the "Commercial Agreement") with its largest shareholder, the State General Reserve Fund of the Sultanate of Oman ("SGRF"). According to the Commercial Agreement, TBIL is required to comply with certain covenants, part of which have been asserted by SGRF as not having been complied with as of 31 December 2009 and subsequently in case of non-compliance, SGRF has the right to acquire TBIL's equity interest in one of its subsidiaries "TechnomarketDomo N.V." ("TMD") for €12.4 million. In February 2010 SGRF had notified the Group that SGRF's exchange rights under the agreement had become exercisable and that SGRF had reserved its position.

 

As further disclosed in note 12 'Events after the end of the reporting period' in October 2010 TBIL entered into an amendment agreement with SGRF (the "Amendment Agreement"). Under the Amendment Agreement SGRF has agreed to defer for twelve months from the date of the Amendment Agreement, the exercise of its right to acquire TBIL's interests in TMD, which SGRF has asserted it is entitled to exercise immediately pursuant to the terms of the Commercial Agreement. The deferral of its right is provided by SGRF so as to afford TBIL an opportunity to sell its interest in TMD and to participate in the proceeds from such sale in exchange for the payment of certain fees and other sums. If the net proceeds of the sale of TBIL's indirect interest in TMD are insufficient to satisfy the amounts due to SGRF, including those arising from the Amendment Agreement by the end of the extended period as per the Amendment Agreement, SGRF may exercise the right to acquire TBIL's indirect interest in TMD and will continue to be entitled to the fee of €8.5 million (see note 11 'Related party transactions' below). 

 

As disclosed in note 10 'Loans and borrowings' to the consolidated interim financial statements, certain ring fenced Group subsidiaries, were not able to repay the due principal and interest per bank loans, provided by DSK Bank and Alpha bank. As a result during 2009 the construction works on the two main real estate projects (Sozopolis and Banya) were halted. The Directors and the banks are in discussions in respect to the future of these projects. Up to the date of authorisation of the accompanying consolidated financial statements for the six months ended 30 June 2010 by the Directors, these discussions have not yet been finalised. Consequently, the Group is restricted from selling its main properties in Sozopolis and Banya by its bank creditors. Also, according to the Commercial Agreement and the Amendment Agreement, certain assets cannot be sold without prior written consent from SGRF.

 

Accordingly, the Group's forecasts and projections are substantially dependent on the expected proceeds from the sale of TMD following the implementation of the Amendment Agreement. The Directors have made assumptions in their financial forecasts regarding the expected sale proceeds. However, there are material uncertainties underlying these assumptions due to the current testing economic conditions and challenging markets as well as the conditions and the unpredictable nature of the expected sale proceeds and the related costs of disposal. These material uncertainties together with the time constraints imposed by the Amendment Agreement could have a significant impact on the Group's ability to continue as a going concern and, therefore it may be unable to realise its assets and discharge its liabilities when they fall due. As the Group do not meet the highly probable test this is not a disposal group as at 30 June 2010. The material uncertainties could have significant impact on the Group's goodwill and may result in material adjustment to the carrying amount of the goodwill within the next financial period. The Group is required to test, on an annual basis, whether goodwill, other intangibles and non-financial assets have suffered any impairment.

 

The consolidated financial statements for the six months ended 30 June 2010 do not include any adjustments that may be required in the event that the Group is unable to continue as a going concern.

 

3. Accounting policies

The same accounting policies, presentation and methods of computation are followed in these financial statements as applied in the Group's latest annual audited financial statements, except as described below.

 

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to the expected total annual earnings.

 

(a) New and amended standards adopted by the Group

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2010.

·      IFRS 3 (revised), 'Business combinations'

·      IAS 27 (amended), 'Consolidated and separate financial statements'

·      IAS 28 (amended), 'Investments in associates'

·      IAS 31 (amended), 'Interests in joint ventures'

These amended and revised standards are effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009.

The revised standard continues to apply the acquisition method to business combinations but with some significant changes compared with IFRS 3. For example, all payments to purchase a business are recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. All acquisition-related costs are expensed.

As the Group has adopted IFRS 3 (revised), it is required to adopt IAS 27 (revised), 'Consolidated and separate financial statements', at the same time. IAS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss.

There has been some impact of IAS 27 (revised) in the current period, as some of the non-controlling interests have a deficit balance. There have been no transactions whereby an interest in an entity is retained after the loss of control of that entity; there have been no transactions with non-controlling interests.

 

(b) Standards, amendments and interpretations to existing standards effective in 2010 but not relevant to the Group

·      IFRIC 17, 'Distributions of non-cash assets to owners', effective for annual periods beginning on or after 1 July 2009. This is not currently applicable to the Group, as it has not made any non-cash distributions.

·      IFRIC 18, 'Transfers of assets from customers', effective for transfer of assets received on or after 1 July 2009. This is not relevant to the Group, as it has not received any assets from customers.

·      'Additional exemptions for first-time adopters' (Amendment to IFRS 1) was issued in July 2009. The amendments are required to be applied for annual periods beginning on or after 1 January 2010. This is not relevant to the Group, as it is an existing IFRS preparer.

 

(c) The following new standards, new interpretations and amendments to standards and interpretations have been issued but are not effective for the financial year beginning 1 January 2010 and have not been early adopted

·      IFRS 9, 'Financial instruments', issued in December 2009. This addresses the classification and measurement of financial assets and is likely to affect the Group's accounting for its financial assets. The standard is not applicable until 1 January 2013 but is available for early adoption. The Group is yet to assess IFRS 9's full impact. The Group has not yet decided when to adopt IFRS 9.

·      Revised IAS 24, 'Related party disclosures', issued in November 2009. It supersedes IAS 24, 'Related party disclosures', issued in 2003. The revised IAS 24 is required to be applied from 1 January 2011. Earlier application, in whole or in part, is permitted. 

·      'Classification of rights issues' (Amendment to IAS 32), issued in October 2009. For rights issues offered for a fixed amount of foreign currency, current practice appears to require such issues to be accounted for as derivative liabilities. The amendment states that if such rights are issued pro rata to all the entity's existing shareholders in the same class for a fixed amount of currency, they should be classified as equity regardless of the currency in which the exercise price is denominated. The amendment should be applied for annual periods beginning on or after 1 February2010. Earlier application is permitted.

·      'Prepayments of a minimum funding requirement' (Amendments to IFRIC 14), issued in November 2009. The amendments correct an unintended consequence of IFRIC 14, 'IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction'. Without the amendments, entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC 14 was issued, and the amendments correct the problem. The amendments are effective for annual periods beginning 1 January 2011. Earlier application is permitted. The amendments should be applied retrospectively to the earliest comparative period presented.

·      IFRIC 19, 'Extinguishing financial liabilities with equity instruments'. This clarifies the requirements of IFRSs when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity's shares or other equity instruments to settle the financial liability fully or partially. The interpretation is effective for annual periods beginning on or after 1 July 2010. Earlier application is permitted.

 

4. Segment information

The Group has adopted IFRS 8 'Operating Segments' with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.

As a result, following the adoption of IFRS 8, the identification of the Group's reportable segments has been as follows.

·      The chief operating decision maker has been identified as the TBIL Board of Directors.

·        The Group operates in three business segments differentiated by the specifics of the products and the services:

  Electronic (sale of electronic goods),

  Property development (for commercial and residential purposes),

  Infrastructure (waste management business).

·         The organisation and monitoring of the information by segments is based on financial reporting system for statutory IFRS reporting purposes.

·         Respectively the accounting policies of the reportable segments are the same as the Group's accounting policies.

·        The infrastructure segment has been classified as discontinued.

·        Some of the Group's costs cannot be allocated to one of the above segments and they are monitored at Group level.

 

 

The results of the Group, by segment, for the six months ended 30 June 2010 are set out below:


Continuing operations

Discontinued operations


Property development

Total continuing operations

Infrastucture

Total discontinued operations


€'000

€'000

€'000

€'000

€'000

€'000








Segment revenue

233 360

863

-

234 223

-

-

Segment operating profit/(loss)

(1 131)

(80)

(901)

(2 112)

(14)

(14)

Income/(loss) of a capital nature

-

(640)

-

(640)

-

-

Finance income

1 184

268

105

1 557

-

-

Finance costs

(4 642)

(1 642)

(2 129)

(8 413)

-

-

Share of losses in equity accounted joint ventures and associates

(785)

(4 314)

-

(5 099)

-

-

(Loss)/profit before tax

(5 374)

(6 408)

(2 925)

(14 707)

(14)

(14)

Tax expense

(110)

60

(1)

(51)

(1)

(1)

(Loss)/profit for the period

(5 484)

(6 348)

(2 926)

(14 758)

(15)

(15)

 

 

Segment assets and liabilities as at 30 June 2010 were as follows:


Continuing operations

Discontinued operations


Property development

Total continuing operations

Infrastucture

Total discontinued operations


€'000

€'000

€'000

€'000

€'000

€'000








Assets

268 203

39 387

3 075

310 665

8

8

Associates and joint ventures

283

31 405

-

31 688

-

-

Total assets

268 486

70 792

3 075

342 353

8

8

Total liabilities

(167 867)

(48 347)

(26 323)

(242 537)

(27)

(27)

 

 

The Group's secondary reporting format for reporting segment information is geographic segments. The segmental analysis for the six months ended 30 June 2010 is as follows:


External revenue by location of customers

Total assets by location of assets

Capital expenditure by location of assets


€'000

€'000

€'000





Bulgaria

159 633

229 351

 552

Romania

74 590

113 010

 591

Total liabilities

234 223

342 361

1 143

 

 

5. Loss per share

Basic loss per share is calculated by dividing the net (loss)/ profit attributable to equity holders of the company by the weighted average number of ordinary shares during the period.


1 January to to

1 January to

Year ended


30 June

 2010

30 June

 2009

31 December 2009


Unaudited

Unaudited

Audited



Restated



€'000

€'000

€'000





Basic and diluted loss




Total (loss) from continuing and discontinued operation

(11 674)

(32 193)

(46 143)

Less: (Loss) / profit from discontinued operations

(15)

(2 346)

25 308

(Loss) from continuing operations

(11 659)

(29 847)

(71 451)

Basic weighted average number of shares

18 265 890

18 265 890

18 265 890





Basic and diluted earnings / (loss) per share




Total (loss) per share from continuing and discontinued operation (€)

(0.64)

(1.76)

(2.53)

Less: (Loss) / earnings per share from discontinued operations (€)

0.00

(0.13)

1.39

(Loss) per share from continuing operations (€)

(0.64)

(1.63)

(3.92)

 

 

6. Investment property

As disclosed in note 12 'Events after the end of the reporting period' of these condensed consolidated interim financial statements in November 2010 the Board announced the completion of the sale of Evropa Palace, one of the former cinema sites, owned through Pelikan. This property has been classified as investment property and measured at fair value in accordance with the Group's accounting policies. As a result of the negotiations with the buyer the Directors have estimated that the fair value of the property as at 30 June 2010 was €1.50 million that was subsequently the price actually achieved. As at 31 December 2009 the cinema site was valued by the independent valuers at €2.14 million. As a result a fair value loss amounting to €0.64 million has arisen and recognised in the income statement for the six months to 30 June 2010.

 

The Group holds 33.5% of the 1,977,131 square meters land plot for development in the large-scale Borovets mountain resort through the Borovets BV joint venture .This land plot has been valued by independent professionally qualified valuers CB Richard Ellis as at 30 June 2010. The valuation was prepared in accordance with RICS Appraisal and Valuation Standards on the market value basis.

 

The management believes that there are no significant events which may have materially affected the fair value of the investment property during the six month period ended 30 June 2010, except as stated above.

 

7. Investments in associates and joint ventures

The changes in the carrying amount of the Group's investment in associates and joint ventures during the period have been as follows:


Associates

Joint

ventures


€'000

€'000

Carrying amount at 1 January 2010

827

35 581

Share of (loss)

(788)

(4 311)

Share of other comprehensive income for the period

380

-

Carrying amount at 30 June 2010

419

31 270

The majority of the share of losses in joint ventures is due to the change in the fair value of underlying assets of Borovets development resort.

 

The aggregated amounts related to associates and joint ventures as at 30 June 2010 have been as follows:


Associates

Joint

 ventures


€'000

€'000

Total assets

50 006

107 641

Total liabilities

(57 510)

(14 279)

Revenues

29 189

2 603

Loss

(3 427)

(13 390)

 

The cumulative unrecognised losses exceeding the initial investment in equity accounted joint ventures as at 30 June 2010 was 1 535 000.

 

There are no restrictions on dividend distributions for the associates and joint ventures in the Group.

 

 

8. Inventories

The management believes that there are no significant events which may have materially affected the net realisable value of the inventories during the six month period ended 30 June 2010. Therefore, neither write-down nor reversal of any previously recognised write-down of inventories has been recognised during the six months ended 30 June 2010.

 

 

9. Cash and cash equivalents

Cash and cash equivalents comprise the following:


30 June

 2010

30 June

 2009

31 December
2009


Unaudited

Unaudited

Audited



Restated



€'000

€'000

€'000

 Cash available on demand

8 399

3 650

14 665

 Restricted cash

54

836

53

 Cash equivalents

56

-

1 360

Cash and cash equivalents held in continuing operations

8 509

4 486

16 078

 Cash and cash equivalents classified as non-current assets held for sale

8

165

7

Cash and cash equivalents

8 517

4 651

16 085

 

Cash and cash equivalents for the purpose of the condensed consolidated interim cash flow statement include the following:


30 June

 2010

30 June

 2009

31 December
2009


Unaudited

Unaudited

Audited



Restated



€'000

€'000

€'000

Cash availabale on demand

8 407

3 815

14 672

Restricted cash

54

836

53

Cash equivalents

56

-

1 360

Bank overdrafts

(20 330)

(22 085)

(12 982)

Cash and cash equivalents at the end of the period

(11 813)

(17 434)

3 103

 

 

10. Loans and borrowings

 

This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings, which are measured at amortised cost.





30 June

 2010

31 December 2009





Carrying amount

Carrying amount

Subsidiary

Currency

Nominal interest rate

Year of maturity

€'000

€'000







Non-Current






TechnomarketDomo

Euro

Euribor + 4%

2014

24 344

26,558

KKE

Euro

Euribor + 3.5%

2014

8 255

9005

Related party loans

Euro

Note 11

Note 11

15 740

15142

Finance lease creditor

Euro, BGN



1 104

1406





49 443

52,111

 

Current






Immofinance EAD

Euro

3m Euribor + 5%

2013

30 857

29 838

TechnomarketDomo

Euro

Euribor + 4%

2014

3 688

19621

KKE

Euro

Euribor + 3.5%

2014

1 251

1001

Banya Holiday AD

Euro

3m Euribor + 2.8%

2013

7 922

7354

Related party loans

Euro

Note 11

Note 11

25 639

8600

Finance lease creditor

Euro, BGN



881

909

Overdrafts

Euro, RON



20 330

12 982





90 568

80 305

 

On 11 January 2010 RZB received the balance of €17 million (plus accrued interest) due to be repaid to it by 31 December 2009 by the Group by calling the Citibank, N.A., Sofia Branch guarantee issued to RZB as part of the restructuring of TMD's debt facilities during the summer of 2009 (see note 11 'Related party transactions').  This amount, in turn, was met by SGRF, TBIL's largest shareholder, under the terms of its counter indemnity granted in respect to the Citibank Guarantee. The balance of the payable of the Group to SGRF as at 30 June 2010 is €17,504,000 (31 December 2009: €893,000). The amount of €17,000,000 represents the Guarantee called and carried a fee of 17.5% per annum.

 

The related party loans are unsecured and carry interest at a fixed rate of between 5% and 12% (see note 11 'Related party transactions').

 

Banya Holiday AD was in default of its obligation to DSK Bank AD since 2009 and the total commitment may become immediately payable on notice from the bank. The long term loan has been classified as current in 2009. Banya shall pay penalty interest at a rate of 3m Euribor plus a spread of 9.8%.

 

In November 2009 Immofinance EAD was in default of its obligation to Alpha Bank and the total commitment may become immediately payable on notice from the bank. The long term loan has been classified as current in 2009. Immofinance EAD shall pay penalty interest at a rate of 3m Euribor plus a spread of 7.5%.

 

The Directors and the banks are in discussions in respect to restructuring of the loan facilities. Up to the date of authorisation of the interim financial statements for the six months ended 30 June 2010 the discussions have not yet been finalized.

 

 

11. Related party transactions

 

SGRF Agreement

The Group through its wholly owned subsidiary Axis Retail N.V. ("Axis Retail"), owns 61.83% of the shares of TechnomarketDomo N.V. ("TMD"). The remaining shares are owned by: Lyra Investment Holding NV (25.17%); Dominuse Management Ltd (12.74%) and Alexandru Mnohoghitnei (0.26%).

 

On 16 July 2009, as part of the restructuring of loan agreements (the "RZB Loan") between Axis Retail, TMD and its operating subsidiaries, K & K Electronics EOOD and Domo Retail SA and Raiffeisen Zentralbank Österreich AG ("RZB"), Axis Retail was required to repay RZB an amount of €20 million by 31 December 2009.  To secure this repayment, a bank guarantee for €20 million (the "Guarantee") was issued by Citibank, N.A. ("Citibank") in favour of RZB. Pursuant to the terms of the Commercial Agreement between SGRF and TBIL, SGRF provided credit support to TBIL (the "SGRF Facility") to facilitate the issue of the Guarantee. As part of the SGRF Facility, (i) SGRF made available to Citibank collateral for any drawdown by RZB under the Guarantee, (ii) TBIL indemnified SGRF for any loss it may incur in the event Citibank made a drawdown on the Guarantee, and TBIL granted security to SGRF over substantially all of TBIL's assets to secure its indemnity obligation (the "SGRF Security"), and (iii) SGRF had the right, subject to the satisfaction of certain conditions, to exchange any unpaid indebtedness or liability of TBIL to SGRF for TBIL's indirect interest in TMD, the value of 100% of TMD's shares being fixed for this purpose at €20 million (the "TMD Right").

 

The SGRF Security included a charge over TBIL's shares in Axis Retail and Axis S-retail, as well as over TBIL's interests (or the proceeds thereof) in various property holdings including Rodacar, Serdika and Immofinance. According to the Commercial Agreement, the Group is restricted from selling its properties and equity investments without the written consent of SGRF.

 

As from 31 December 2009, SGRF had the right to exchange any unpaid indebtedness or liability of TBIL to SGRF for TBIL's indirect 61.8% interest in TMD, which right was not exercisable until after 31 December 2010 unless (i) certain conditions related to TMD's business integration and further management appointments at TMD were not satisfied by TBIL by 31 December 2009, in which case, SGRF's exchange rights would be exercisable after 31 December 2009 or (ii) an event of default occurred under any of the agreements with SGRF, in which case, SGRF's exchange rights would become exercisable immediately.

 

SGRF has asserted that part of the covenants under the Commercial Agreement was not satisfied by 31 December 2009.

 

The Group had repaid €3 million of the RZB loan in December 2009 and €17 million in January 2010. During January 2010 the Citibank guarantee was called by RZB.

 

For the six months ended at 30 June 2010 the Group has recognized €1,659,000 interest and other expenses. The balance of the payable of the Group to SGRF as of 30 June 2010 was €17,504,000. The amount of €17,000,000 represents the Guarantee which has been called and carried a fee of 17.5% per annum.

 

Other related party transactions

As disclosed in the latest annual financial statements, TBIL has received a loan from Rila Samokov in 2009 of €7.2 million with repayment date at 31 July 2010. The maturity date is hereby extended until 31 December 2011. The loan bears interest of 12% per annum. For the six months ended at 30 June 2010 the Group has recognised €428,000 interest expense on this loan.

 

As disclosed in latest annual financial statements, TBIL has received a loan from Lyra Investment Holding N.V. of €17.72 million. The loan bears interest at a rate of 3m Euribor plus 1% per annum and is payable in 2014. For the six months ended at 30 June 2010 the Group has recognised €604,000 interest expense on this loan.

 

 

12. Events after the end of the reporting period

 

During October 2010, following negotiations between TBIL and SGRF, an Amendment Agreement was signed, the principal terms of which are as follows:

 

·      SGRF has agreed to defer exercising the right to acquire TMD until the date falling 12 months after the date of the Amendment Agreement (the "End Date") and, in consideration for that deferral, TBIL has agreed to pay the following amounts:

 

pay SGRF a fee of €8.5 million as soon as it has available funds and no later than upon receipt of the proceeds of the sale of its indirect interest in TMD or a sufficient part of them (the "Completion Date") or the End Date (whichever is first to occur);

pay SGRF 15% of the net proceeds of the sale of its indirect interest in TMD on the Completion Date;

pay SGRF 30% of any part of the net proceeds of the sale of its indirect interest in TMD payable as deferred consideration after the Completion Date as and when received, but only in respect of proceeds of the sale of its indirect interest in TMD in excess of €45 million; and

repay the loan of €7.2 million plus accrued interest to Rila Samokov (the "Rila Loan") on or before the Completion Date or 31 December 2011 (whichever is first to occur).

 

·      If the net proceeds of the sale of TBIL's indirect interest in TMD are insufficient to satisfy the foregoing amounts and other amounts arising under the SGRF Facility by the End Date, SGRF may exercise the TMD Right and will continue to be entitled to the fee of €8.5 million set out above.

 

·      TBIL shall extend the existing security granted in favour of SGRF to secure the timely payment of all amounts under the Amendment Agreement, as well as timely repayment of the Rila Loan.  The existing security takes the form of a pledge over TBIL's indirect interest in TMD and Harwood Holding BV (whether over shares and shareholder loans in Axis Retail NV, Axis S - Retail NV and/or over shares and shareholder loans in TMD at SGRF's option) (ranking only after RZB's security interests and SGRF's second ranking security) and a pledge over TBIL's bank accounts.

 

·      TBIL shall afford SGRF the opportunity, upon receipt of an informal, indicative or formal offer (containing prescribed details of such an offer) from a third party for its indirect equity interest in TMD, within 10 days after that offer (and before TBIL enters exclusivity with that third party), to submit a competing offer in writing, whether informal, indicative or formal as SGRF sees fit, and if SGRF chooses to submit an offer, TBIL shall consider that offer and, if it thinks fit, pursue that offer instead of pursuing the third party offer.  TBIL shall pursue such offer submitted by SGRF instead of a third party offer, if the consideration offered by SGRF is, taken as a whole and in TBIL's reasonable judgement, higher than the consideration in any reasonably credible competing offer. Due account will be taken of the risk inherent in offers involving third party finance or deferred consideration (but this shall not preclude TBIL from pursuing a subsequent third party offer from an existing bidder or a new source, received before formal acceptance of SGRF's formal offer, if the third party offer is higher in TBIL's reasonable judgement taking into account those factors).

 

·      TBIL shall co-operate with the appointment by SGRF of specialist advisers initially being Alvarez & Marsal or another professional with relevant experience to advise in relation to TMD.  If and to the extent SGRF so requires, and provided it is not contrary to the best interests of TBIL and TMD to do so, TBIL shall exercise its powers as indirect holder of 61.83% of the shares of TMD to cause (i) one or two officers of that specialist adviser to be appointed to the board of TMD (provided that such candidate is suitable and if found not to be suitable SGRF may propose a replacement or replacements until a suitable candidate is found) and (ii) TMD to join in the appointment of that specialist adviser and (iii) TMD to implement the recommendations of that specialist adviser.  The reasonable fees and costs of such specialist advisers may be allocated to TBIL (or if TMD joins in the appointment of the specialist adviser to TMD) by SGRF and TBIL shall bear or, if TMD joins in the appointment of the specialist adviser, exercise its powers as indirect holder of 61.83% of the shares of TMD to seek to cause TMD to bear those fees and costs.

 

·      Until the End Date (and subject to no Event of Default or breach of the Amendment Agreement occurring) SGRF will take no enforcement action in respect of Events of Default under the Commercial Agreement (as amended) occurring before the date of the Amendment Agreement of which it is aware.

 

·      TBIL shall seek, subject to shareholder approval, to delist its shares from AIM, at its next Annual General Meeting or as soon as practicable thereafter.

 

On 30 July 2010, the sale of Iztok, one of the three former cinemas sites in Sofia, owned through Pelican was completed. The net sale proceeds amounting to €1,428,000 in cash which has been received and utilised to fund the Company's liabilities and continuing operations.

 

On 30 July 2010, a revised repayment schedule was agreed with Eurohold in connection with the sale of Auto Union. The outstanding amount of €2,000,000 will now be paid in instalments the final being on 15 February 2011.  As at 30 June 2010, the amount of €300,000 has been repaid.

 

On 10 November 2010, the sale of Evropa Palace, one of the former cinema sites, was completed.

On 6 October 2010, the preliminary agreement for the sale of Urvich, one of the former three cinemas sites, was signed

 


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