Final Results

Dawnay, Day Carpathian PLC 28 April 2008 Dawnay, Day Carpathian PLC ('Dawnay, Day Carpathian' or the 'Company' or the 'Group') Preliminary results for the twelve months ended 31 December 2007 Highlights: • The Company is substantially invested, having spent or committed approximately 95% of its funds, leaving the Company ideally placed to be fully invested well ahead of the target investment timetable of 31 December 2008 • Adjusted NAV per share* increased by 8% to 136.7p (2006: 126.7p) • Proposed final dividend of 3.34 pence per share giving a total dividend of 10p per share (2006: 6p) • Net rental and related income increased by 91% to £24.3 million (2006: £12.7 million) • Adjusted profit before tax** increased by 18.5% to £11.5 million (2006: 9.7 million) • Adjusted earnings per share*** 12p (2006: 26.7p) • The portfolio has been revalued at £523.1 million (2006: £368.7 million) as at 31 December 2007, a net uplift of £16 million. Net uplift is the difference between the 31 December 2007 DTZ valuations and those at 31 December 2006 or subsequent cost for those properties acquired during the year • The Group completed a total of eight acquisitions, comprising three retail property portfolios and five retail development sites *Adjusted NAV excludes goodwill and deferred tax on property valuations. **Adjusted profit before tax excludes revaluation gains and losses on property, financial assets and liabilities and foreign exchange. *** Adjusted EPS excludes unrealised deferred tax charge on revaluation surplus Rupert Cottrell, Chairman of Dawnay, Day Carpathian, said: 'This has been a very successful period for the Company. We have now largely completed the acquisition phase of our business plan and as a result we have entered the next phase of working on consolidating the portfolio and progressing our development projects. While the current uncertain market conditions dictate a degree of caution, we believe our portfolio is sufficiently diversified to withstand this and that we are in a good position to improve the overall value of the portfolio thus delivering meaningful value to shareholders. ' Enquiries: Dawnay, Day PanTerra Paul Rogers 020 7834 8060 Balazs Csepregi Cardew Group Tim Robertson 020 7930 0777 Catherine Maitland Numis Securities Charles Farquhar 020 7260 1000 Anthony Richardson Nick Westlake For further information and a copy of the investor presentation please visit the Company's website at www.dawnaydaycarpathian.com Chairman's Statement I am pleased to report that the Group has made significant progress during 2007. In May 2007, the Company successfully raised a further £100 million (before expenses) by means of a placing (the 'Placing') of 83,333,334 new ordinary shares at 120p per share. Together with the proceeds raised from the Company's admission to trading on AIM in July 2005, the Company has now raised proceeds of £240 million (before expenses). At the time of the Placing, the Company also sought to participate in development and regeneration projects by investing up to 25 per cent of its equity into retail property development and regeneration projects. The Group has largely completed its investment programme well ahead of the target timetable of December 2008 set at the time of the Placing. The Group now has a well diversified portfolio of 55 property assets across 7 countries in Central and Eastern Europe. The Company has built a good reputation and track record within its target markets, developing strong relationships with local businesses through its property investment advisor, Dawnay, Day PanTerra. As the Company has now substantially invested the entire net proceeds of the Placing, the primary focus is on active portfolio and individual asset management, together with development initiatives in order to provide rental and capital growth opportunities. Operations During the year, the Group completed a total of eight acquisitions, comprising three retail property portfolios and five retail development sites. The Marina Mokotow transaction comprises 31 retail units in an upmarket residential development in Warsaw. In October 2007, the Group also acquired a portfolio comprising two properties in Hungary and two in the Czech Republic, which will provide secure, long term income flow, being let to major international brand retailers on long leases. Finally, in December 2007, the Group completed the purchase of six supermarkets in Croatia, the Company's first purchase in that country. The units, in excess of 32,000 sqm, are let to the largest retailer in Croatia. As at 31 December 2007, the Group had acquired investment properties at a total cost of £429.6 million, with an annualised rent roll in excess of £33.5 million and a blended net initial yield of 7.8%. During the course of the year, the Group also acquired a pipeline of four development opportunities in Romania, for a total cost of £37.3 million, allowing the Company to establish a strong presence in that country. All of these projects will be undertaken in conjunction with our joint venture, Atrium Developments. Current plans provide for the development of over 150,000 sqm, with an end value in excess of approximately £300 million. Heads of terms have already been agreed with a number of reputable operators and anchor tenants. Construction is expected to span a two to three year period. Further, the Company is also in advanced negotiations with several banks with whom it has established relationships in relation to the arrangement of development financing for the projects. In addition, the Group has also entered into a forward purchase agreement to act as a development funding partner in exchange for a 55% interest in a prime, city centre retail development in Riga, with a planned opening in the second quarter of 2010. This development has secured 100% of the construction financing required and the leasing discussions are progressing well. Property Portfolio Summary Investment portfolio +--------------+-----------+-----------------------+-----------+-----------+ | Country| Location| Property| Purchase| DTZ| | | | | Price (£m)| valuation| | | | | | (£m)| +--------------+-----------+-----------------------+-----------+-----------+ |Czech Republic|Karlovy |Varyada Shopping Centre| 26.8| 38.3| | |Vary | | | | +--------------+-----------+-----------------------+-----------+-----------+ |Czech Republic|Czech |MID portfolio : 2 | 28.8| 30.4| | |Republic |properties | | | | | |(acquired October 2007)| | | +--------------+-----------+-----------------------+-----------+-----------+ |Czech Republic| | | | | |Total | | | 55.6| 68.7| +--------------+-----------+-----------------------+-----------+-----------+ |Hungary |Budaors |Antana Logistic Park | 14.2| 16.7| +--------------+-----------+-----------------------+-----------+-----------+ |Hungary |Hungary |Plaza Portfolio: 4 | 44.4| 58.9| | | |properties | | | +--------------+-----------+-----------------------+-----------+-----------+ |Hungary |Budapest |Ericsson Office | 11.5| 12.3| | | |Building Complex | | | +--------------+-----------+-----------------------+-----------+-----------+ |Hungary |Hungary |Interfruct Portfolio: | 55.8| 63.4| | | |23 properties | | | +--------------+-----------+-----------------------+-----------+-----------+ |Hungary |Hungary |MID Portfolio: 2 | 20.8| 22.0| | | |properties | | | | | |(acquired October 2007)| | | +--------------+-----------+-----------------------+-----------+-----------+ |Hungary Total | | | 146.7| 173.3| +--------------+-----------+-----------------------+-----------+-----------+ |Latvia |Riga |Blaumana 12 | 8.5| 9.4| +--------------+-----------+-----------------------+-----------+-----------+ |Latvia Total | | | 8.5| 9.4| +--------------+-----------+-----------------------+-----------+-----------+ |Lithuania |Panevezys |Babilonas Shopping | 23.0| 26.0| | | |Centre | | | +--------------+-----------+-----------------------+-----------+-----------+ |Lithuania | | | 23.0| 26.0| |Total | | | | | +--------------+-----------+-----------------------+-----------+-----------+ |Poland |Poland |Geant Portfolio: 4 | 42.3| 61.4| | | |properties | | | +--------------+-----------+-----------------------+-----------+-----------+ |Poland |Warszawa |Promenada Shopping | 94.5| 122.8| | | |Centre | | | +--------------+-----------+-----------------------+-----------+-----------+ |Poland |Slupsk |Biedronka Supermarket | 0.8| 1.1| +--------------+-----------+-----------------------+-----------+-----------+ |Poland |Warszawa |Marina Mokotow | 4.4| 5.2| | | |(acquired October 2007)| | | +--------------+-----------+-----------------------+-----------+-----------+ |Poland Total | | | 142.0| 190.5| +--------------+-----------+-----------------------+-----------+-----------+ |Romania |Brasov |Macromall Shopping | 13.1| 13.5| | | |Centre | | | +--------------+-----------+-----------------------+-----------+-----------+ |Romania Total | | | 13.1| 13.5| +--------------+-----------+-----------------------+-----------+-----------+ |Croatia |Croatia |Agrokor Portfolio: 6 | 40.7| 41.7| | | |properties | | | | | |(acquired December | | | | | |2007) | | | +--------------+-----------+-----------------------+-----------+-----------+ |Croatia Total | | | 40.7| 41.7| +--------------+-----------+-----------------------+-----------+-----------+ |Grand Total | | | 429.6| 523.1| +--------------+-----------+-----------------------+-----------+-----------+ The gross lettable area of the portfolio is approximately 400,000 sqm, and the Company's property investment advisor, Dawnay, Day PanTerra, has identified the potential to increase this by approximately 20% over the next few years. The revaluation surplus at 31 December 2007 at the individual property level varies due to the length of actual ownership of each property. The Antana Logistic Park and the Ericsson Office Building complex were both acquired with the intention of implementing regeneration projects to maximise their future value while providing attractive income yields at present. Development portfolio +--------------+-----------+-----------------------+-----------+-----------+ | Country| Location| Property| Purchase| DTZ| | | | | Price (£m)| valuation*| | | | | | (£m)| +--------------+-----------+-----------------------+-----------+-----------+ |Romania |Arad |Development site with | 8.2| 9.3| | | |permits | | | +--------------+-----------+-----------------------+-----------+-----------+ |Romania |Baia Mare |Development site with | 12.4| 13.4| | | |permits | | | +--------------+-----------+-----------------------+-----------+-----------+ |Romania |Cluj Napoca|Development site with | 9.7| 11.2| | | |permits | | | +--------------+-----------+-----------------------+-----------+-----------+ |Romania |Satu Mare |Development site with | 7.0| 7.5| | | |permits | | | +--------------+-----------+-----------------------+-----------+-----------+ |Romania Total | | | 37.3| 41.4| +--------------+-----------+-----------------------+-----------+-----------+ * valuation at purchase, and capitalised costs The planned gross lettable area of the four developments in Romania is expected to exceed 150,000 sqm. When completed, the Riga development will be in excess of 35,000 sqm, and the Company has invested approximately £20.3m in the project to date, in the form of an asset backed loan. Financial Results The net rental and related income for the year amounted to £24.3 million, an increase of 91% over 2006, reflecting a first-time, full year contribution from those properties acquired in 2006 and the acquisitions made during 2007. The portfolio has been valued by DTZ Debenham Tie Leung Limited ('DTZ') as at 31 December 2007 at £523.1 million, giving a net uplift of £16 million compared to the 31 December 2006 valuation (or the purchase price if acquired thereafter). The cumulative revaluation surplus amounts to £55.2 million (excluding foreign exchange movements). As the Group's functional currency is the euro, and its presentation currency is sterling, the continued strengthening of the euro against sterling had to be presented in the financial statements in accordance with IFRS. This has resulted in an unrealised foreign exchange loss on its sterling cash deposits of £7.0 million over the period, while a net unrealised gain of £23.1 million on the euro denominated property valuation was classified under the translation reserve. The present strengthening of the euro benefits the shareholders of the Group as it is the underlying currency for the majority of its rental income. The Company overall generated a net profit before tax of £21.9 million. Adjusted profit before tax, which excludes any fair value and exchange movements amounted to £11.5 million, an increase of 18% over 2006. Basic earnings per share were 8.3 pence, while the diluted earnings per share is 7.3 pence for the year. The adjusted earnings per share excluding the unrealised tax liabilities is 12 pence for the year. The net asset value per share, adjusted to exclude goodwill and associated deferred tax liabilities arising on the property valuations, has risen to 136.7 pence from 126.7 pence, an increase of 8%. Non-adjusted, net asset value per share has also risen, to 123.9 pence from 114.2 pence at 31 December 2006, an increase of 8.5%. At 31 December 2007, the Group's borrowings totalled £310.4 million, representing a loan to value ratio of 57% and a loan to cost ratio of 69% of the investment property. Following the £30 million refinancing of the Agrokor Portfolio in March 2008, the loan to value ratio has risen to 62% and a loan to cost ratio of 76% of the investment property. The above loan balance also includes land and development related financing at a total amount of £13.7 million. All loans are secured against properties and are denominated in euros. The weighted average interest rate for the year was 5.52%. Hedging instruments are in place for all loans, which swap the variable Euribor rate to fixed rate with a weighted average rate of 3.7%. The Group actively manages its cash flow to deliver maximum returns. At the 2007 year end, the Group's current liabilities were temporarily higher than its current assets which was primarily due to the equity invested into the Agrokor project. The purchase contract provided for the transaction to be rescinded should debt financing be unavailable. However, as the debt financing was successfully completed, in March 2008 the Group has, as anticipated returned to a positive balance of current assets and liabilities. Dividends A first interim dividend of 3.33 pence per share for the year ending 31 December 2007 was declared in April 2007 and was paid in September 2007. A second interim dividend, also of 3.33 pence per share, was declared in November 2007 and paid in January 2008. This second interim dividend was the first dividend in respect of which the new placing shares issued in May qualified for. The Board intends to declare, subject to shareholder approval, a final dividend for the year, of 3.34 pence per share. This will result in an aggregate dividend payment of 10 pence per share for the year ending 31 December 2007, which achieves the Board's previously stated target. In light of the markedly different economic climate, and the impact this has had on the property sector, the Board has set a new dividend objective for 2008 of 8 pence per share which still represents an attractive yield but also takes account of the current market environment. The dividend is expected to be funded partially from value realizations and from income generated by the investment properties. Outlook While we believe that the current uncertain market and financial conditions will no doubt continue for some time, in our view the diversity of our portfolio and the expertise of our property investment advisor will assist us to continue to add value for shareholders in order to deliver very attractive returns. Having now successfully invested the available funds well ahead of our target timetable, the immediate focus will be to realise value within our investment portfolio and to progress our development projects. The key to our continuing success rests upon utilising the property investment advisor's extensive local experience, and relationships across our markets. In addition, we will progress asset management opportunities including adding additional space to our existing properties and look to take advantage of the current environment through opportunities such as distressed sales. We are therefore confident of continuing to deliver value to our shareholders in the current financial year and beyond. Rupert Cottrell Chairman INCOME STATEMENT 2007 2006 Note Group Group £'000 £'000 Gross rental income 3 27,051 15,799 Service charge income 9,635 5,946 Service charge expense ( 10,886) ( 6,712) Property operating expenses ( 3,401) ( 2,679) Other property income 1,895 335 __________________________ Net rental and related income 24,294 12,689 Changes in fair value of investment property 8 15,983 36,792 Changes in fair value of financial assets and liabilities 1,409 ( 1,147) Net foreign exchange (loss)/gain ( 6,971) 1,388 Administrative expenses 4 ( 4,685) ( 2,140) __________________________ Net operating profit before net financing expense 30,030 47,582 __________________________ Financial income 5 7,375 6,839 Financial expense 5 ( 15,528) ( 7,660) __________________________ Net financing (expense) ( 8,153) ( 821) __________________________ __________________________ Net profit before tax 21,877 46,761 Tax 6 ( 6,947) ( 10,739) __________________________ PROFIT FOR THE YEAR 14,930 36,022 __________________________ Attributable to: Equity holders of the Company 7 16,202 30,706 Minority interest 7 ( 1,272) 5,316 Basic and diluted earnings per share for profit attributable to the equity holders of the Company during the year (expressed as Pence per share) Basic earnings per share 7 8.3 p 21.1 p Diluted earnings per share 7 7.3 p 21.0 p STATEMENT OF CHANGES IN EQUITY Share Share Minority Translation Retained Capital Premium Interest Reserve Earnings Total GROUP Note £'000 £'000 £'000 £'000 £'000 £'000 ________________________________________________________________ Balance as at 1 January 2006 1,454 125,556 230 ( 95) 14,675 141,820 Profit for the year - - - - 36,022 36,022 Minority interest - - 460 - ( 460) - Dividends paid 14 - - - - ( 2,909) ( 2,909) Carried interest allocation to minority shareholders - - 4,856 - ( 4,856) - Translation into presentation currency - - - ( 3,372) - ( 3,372) ________________________________________________________________ Balance as at 31 December 2006 1,454 125,556 5,546 ( 3,467) 42,472 171,561 ________________________________________________________________ Balance as at 1 January 2007 1,454 125,556 5,546 ( 3,467) 42,472 171,561 Profit for the year - - - - 14,930 14,930 Dividends paid and declared 14 - - - - ( 18,342) ( 18,342) Purchase of minority shareholders' interest - - ( 688) - - ( 688) Minority interest through acquisitions - - 87 - - 87 Carried interest allocation to minority shareholders ( 1,272) - 1,272 - Issue of share capital 11 833 99,167 - - - 100,000 Costs of issue 11 - ( 3,315) - - - ( 3,315) Exercise of share-based option 11 6 594 - - - 600 Share premium release 11 - ( 44,891) - - 44,891 - Translation into presentation currency - - - 23,127 - 23,127 ________________________________________________________________ Balance as at 31 December 2007 2,293 177,111 3,673 19,660 85,223 287,960 ________________________________________________________________ BALANCE SHEET 2007 2006 Note Group Group £'000 £'000 ASSETS Non-current assets Investment property 8 523,112 368,692 Development property 8 41,428 - Goodwill 25,576 16,578 Intangible assets 13 - Costs relating to future acquisitions 291 436 Other investments 5,477 - Loans receivable 14,846 - Deferred income tax assets 9 1,027 964 ____________________________________ 611,770 386,670 ____________________________________ Current assets Trade and other receivables 10 12,776 10,368 Loans receivable 20 - Cash and cash equivalents 62,103 75,131 Financial assets 4,762 2,666 ____________________________________ 79,661 88,165 ____________________________________ TOTAL ASSETS 691,431 474,835 ____________________________________ EQUITY Issued capital 11 2,293 1,454 Share premium 11 177,111 125,556 Retained earnings 85,223 42,472 Translation reserve/(deficit) 19,660 ( 3,467) ____________________________________ Total equity attributable to equity holders of the parent 284,287 166,015 ____________________________________ Minority interest 3,673 5,546 ____________________________________ TOTAL EQUITY 287,960 171,561 ____________________________________ LIABILITIES Non-current liabilities Bank loans 12 233,382 189,535 Deferred income tax liabilities 9 56,333 35,336 ____________________________________ 289,715 224,871 ____________________________________ Current liabilities Trade and other payables 13 27,884 11,838 Bank loans 12 77,055 64,702 Provisions 647 729 Dividends payable 14 7,638 - Financial liabilities 532 1,134 ____________________________________ 113,756 78,403 ____________________________________ ____________________________________ TOTAL LIABILITIES 403,471 303,274 ____________________________________ TOTAL EQUITY AND LIABILITIES 691,431 474,835 ____________________________________ 2007 2006 CASH FLOW STATEMENT Note Group Group £'000 £'000 Cash flows from operating activities Cash (used in)/ generated from operations 15 ( 13,730) 2,940 Income taxes paid ( 1,830) ( 797) ____________________________ Net cash (used in)/ generated from operating activities ( 15,560) 2,143 ____________________________ Cash flows from investing activities Capital expenditure on investment properties ( 8,870) ( 34,486) Capital expenditure on development properties ( 8,354) - Capital expenditure on incomplete acquisitions ( 337) ( 436) Capital expenditure on intangible assets ( 13) - Loan advances to unconsolidated entities ( 14,866) - Investment in unconsolidated entities ( 5,419) - Interest received 5,733 4,593 Acquisition of subsidiaries ( 41,987) ( 70,937) Acquisition of minority interest in subsidiaries ( 1,035) - Loans advanced to subsidiaries before acquisition - ( 22,476) ____________________________ Net cash used in investing activities ( 75,148) ( 123,742) ____________________________ Cash flows from financing activities Proceeds on issue of shares, net of share issuance costs 97,285 - New bank loans raised 53,019 86,045 Interest paid ( 13,796) ( 7,075) Repayments of borrowings ( 50,219) - Dividends paid ( 10,704) ( 7,272) ____________________________ Net cash generated from financing activities 75,585 71,698 ____________________________ Net decrease in cash and cash equivalents ( 15,123) ( 49,901) Cash and cash equivalents at the beginning of the 75,131 126,145 year Exchange gains/(losses) on cash and cash 2,095 ( 1,113) equivalents ____________________________ Cash and cash equivalents at the end of the year 62,103 75,131 ____________________________ Abbreviated notes to the Consolidated financial statements 1. Accounting basis Dawnay, Day Carpathian PLC (the 'Company') is a company domiciled and incorporated in the Isle of Man on 2 June 2005 for the purpose of investing in the retail property market in Central and Eastern Europe. The consolidated financial statements for Dawnay, Day Carpathian PLC (the 'Group') and financial statements for the Company have been prepared for the year ended 31 December 2007. The financial information set out above does not constitute the Group's statutory accounts for the year ended 31 December 2007. The figures for the year ended 31 December 2007 are extracted from the audited Group financial statements ('the financial statements'). A copy of the financial statements, on which the auditors have issued an unqualified report, will be lodged with the Registrar of Companies. The results for the year ended 31 December 2007 have been prepared on the basis of the accounting policies set out in the financial statements. 2. Significant accounting policies The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS), details of accounting policies adopted by the Group can be found in the financial statements 3. Gross rental income 2007 2006 Group Group £'000 £'000 Gross lease payments collected/accrued 27,051 15,799 _________________ The Group leases out its investment property under operating leases. All operating leases are for terms of 1 - 15 years. 4. Administrative expenses 2007 2006 Group Group £'000 £'000 Accounting fees 567 401 Other administrative expenses 1,564 356 Audit fees 521 323 Legal fees 445 264 Abortive acquisition costs 464 234 Non-executive Directors fees 138 135 Bank charges and fees 336 89 Portfolio management fees 156 87 Tax advisory fees 57 85 Nominated advisor fees 56 61 Public relation fees 49 56 Consultancy fees 137 - Custody/trust fees 38 36 Irrecoverable VAT 157 13 ______________ 4,685 2,140 ______________ Other administrative expenses include items such as stationary, postage, telecommunications and travel. 5. Net financing expense 2007 2006 Group Group £'000 £'000 Interest income from financial institutions 5,907 4,593 Interest income from related party 589 - Fair value adjustment of interest rate swaps 879 2,246 ____________________ Financial income 7,375 6,839 Net interest expenses on bank borrowings ( 14,814) ( 7,597) Finance costs amortised ( 116) - Unwinding of unrealised direct issue costs of borrowings ( 598) ( 63) ____________________ Net financing expense ( 8,153) ( 821) ____________________ 6. Tax 2007 2006 Recognised in the Income Statement Group Group £'000 £'000 Current tax expense Current year 508 1,108 Prior year ( 168) - Deferred tax expense Origination of temporary differences 6,607 9,631 _________________ Total income tax expense in the Income Statement 6,947 10,739 _________________ 7. Earnings per share Basic earnings per share The calculation of basic earnings per share for the year ended 31 December 2007 was based on the profit attributable to ordinary shareholders of £ £16,202,416 (2006: £ 30,705,369) and a weighted average number of ordinary shares in issue of 196,169,559 (2006: 145,430,015) Diluted earnings per share The calculation of diluted earnings per share for the year ended 31 December 2007 was based on the diluted profit attributable to ordinary shareholders of £14,460,545 (2006: £ 30,705,369) and a weighted average number of ordinary shares outstanding during the year ended 31 December 2007 of 197,705,853 (2006: 146,515,868). 8. Investment property and development property 2007 2007 2007 Investment Development Total property property Group Group Group £'000 £'000 £'000 Balance at 1 January 368,692 - 368,692 Acquisitions through business combinations 90,280 30,525 120,805 Acquisitions through direct asset purchases 7,607 6,814 14,421 Additions 1,264 1,540 2,804 Increase in fair value 15,983 - 15,983 Foreign exchange effect 39,286 2,549 41,835 _______________________________________________ Balance at 31 December 523,112 41,428 564,540 _______________________________________________ 2006 2006 2006 Investment Development Total property property Group Group Group £'000 £'000 £'000 Balance at 1 January 87,054 - 87,054 Acquisitions through business combinations 215,530 - 215,530 Acquisitions through direct asset purchases 33,833 - 33,833 Additions 654 - 654 Increase in fair value 36,792 - 36,792 Foreign exchange effect ( 5,171) - ( 5,171) _______________________________________________ Balance at 31 December 368,692 - 368,692 _______________________________________________ 9. Deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following items: 2007 2007 2006 2006 Group Group Group Group Assets Liabilities Assets Liabilities £'000 £'000 £'000 £'000 Investment property valuation - 55,186 - 34,798 Interest rate swap valuation - 516 - 324 Accrued interest payable 37 - 55 - Tax losses brought forward 990 - 909 - Other temporary differences - 631 - 214 _______________________________________ 1,027 56,333 964 35,336 _______________________________________ 10. Trade and other receivables 2007 2006 Group Group £'000 £'000 Trade receivables 3,043 2,569 Other receivables 4,948 6,447 Tax receivable 622 - Prepayments 1,675 1,352 Accrued interest on loans 764 - Subsidiary purchase price adjustment receivable 1,724 - _________________________ 12,776 10,368 _________________________ 11. Share capital and share premium Authorised: Number of ordinary shares of 1 pence each £'000 At 31 December 2006 200,000,000 2,000 17 May 2007 - Increase of authorised share capital 150,000,000 1,500 _____________________________ At 31 December 2007 350,000,000 3,500 _____________________________ On 17 May 2007 the authorised share capital of the Company was increased to £3,500,000 by the creation of 150,000,000 ordinary shares of 1 pence each. Number of Share capital Share premium shares Issued £'000 £'000 and fully paid Issued: Ordinary shares of 1p each Balance at 31 December 2006 145,430,015 1,454 125,556 23 February 2007 - share option exercised 600,000 6 594 18 May 2007 - issue for cash 83,333,334 833 99,167 18 May 2007 - placing cost - - ( 3,315) Transfer to distributable reserves - - ( 44,891) ___________________________________________ Balance at 31 December 2007 229,363,349 2,293 177,111 ___________________________________________ Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting. On 18 May 2007, the Company issued 83,333,334 ordinary shares in relation to its public offering at £1.20 per share. The Company incurred costs of £ 3,315,000 relating to the issue of shares. These equity transaction costs were deducted from equity in accordance with IAS 32: Financial instruments disclosure and presentation. On 17 May 2007 the Company passed a resolution at an Extraordinary General Meeting, which was subsequently approved by the Court, to cancel 20% of the Company's' share premium account to create distributable reserves. 12. Interest-bearing loans and borrowings This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings. Group Group £'000 £'000 Bank loans - non-current 233,382 189,535 Bank loans - current 77,055 64,702 ________________________ 310,437 254,237 ________________________ The borrowings are repayable as follows: On demand or within one year 77,055 65,147 In the second year 79,963 23,507 In the third to fifth years inclusive 122,593 137,759 After five years 32,205 29,133 ________________________ 311,816 255,546 ________________________ Unrealised direct issue cost of borrowings ( 1,379) ( 1,309) ________________________ 310,437 254,237 ________________________ Less: amount due for settlement within twelve months (shown under current liabilities) ( 77,055) ( 64,702) ________________________ Amount due for settlement after twelve months 233,382 189,535 ________________________ The Group has pledged each of its investment properties and its shares in the special purpose vehicles holding the investment properties to secure related interest-bearing debt facilities granted to the Group for the purchase of such investment properties. The weighted average cost of debt of the year was 5.52% (2006: 5.28%). 13. Trade and other payables 2007 2006 Group Group £'000 £'000 Trade payables 18,531 5,559 Tenant deposits 2,285 1,812 Accrued interest 2,425 1,290 Related party payables 869 1,140 Tax payable - 869 Accrued expenses 2,833 704 Income received in advance 647 391 Subsidiary purchase price adjustment payable 294 73 ________________________ 27,884 11,838 ________________________ 14. Dividends 2007 2006 Group Group £'000 £'000 First interim dividend (declared and paid) 4,868 2,909 Second interim dividend (declared in 2007 and paid in 7,638 - 2008) Final dividend (declared and paid during 2007) 5,836 ________________________ 18,342 2,909 ________________________ 14. Dividends (continued) On 23 April 2007 the Directors declared a final dividend of 4 pence per share for the year ended 31 December 2006. Two interim dividend declarations of 3.33 pence per share were declared on 23 April 2007 and on 27 November 2007. The second interim dividend was paid on 4 January 2008. The Board intends to declare, subject to shareholder approval, a final dividend for the year, of 3.34 pence per share. This will result in an aggregate dividend payment of 10 pence per share for the year ending 31 December 2007, which achieves the Board's previously stated target. 15. Notes to the cash flow statement 2007 2006 Group Group Cash (used in)/ generated from operations £'000 £'000 Profit for the year 14,930 36,022 Adjustments for: Increase in fair value of interest rate swaps ( 1,632) ( 2,246) Increase in fair value of financial liabilities ( 656) 1,147 Unwinding of unrealised direct issue costs of borrowings 598 63 Net other finance income 8,433 3,004 Increase in fair value of investment property ( 15,983) ( 36,792) Costs relating to future acquisitions written off 439 - Reversal of investment in subsidiaries 30 - Provisions ( 82) - Income tax expense 6,947 10,739 Unrealised foreign exchange loss/(gain) 6,971 ( 1,388) _______________________ Operating cash flows before movements in working capital 19,995 10,549 _______________________ Decrease/ (increase) in receivables 760 ( 3,091) (Decrease)/ increase in payables ( 34,485) ( 4,518) _______________________ Cash (used in)/ generated from operations ( 13,730) 2,940 _______________________ 16. Financial Statements Copies of the 2007 financial statements will be sent to all shareholders as soon as practical. These documents will be available to the public at the offices of the company: IOMA House, Hope Street, Douglas, Isle of Man, as well as on our website www.dawnaydaycarpathian.com. This information is provided by RNS The company news service from the London Stock Exchange

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