Aisi Realty Public Limited
("Aisi" or the "Company")
Final Results for the year ended 31 December 2010
Aisi Realty Public Limited (AIM: AISI), a property investment company focusing on development projects and related investments in Ukraine, announces its audited results for the year ended 31 December 2010.
Highlights:
Financial Summary:
o Investment portfolio valued by DTZ at $43.9 million (2009: $58.2 million)
o Net asset value was $25.0 million (2009: $49.7 million)
o Net asset value per share of $0.06 (2009: $0.12)
o Loss before tax was $25.2 million (2009: 39.2 million)
Operational Summary:
o Brovary warehouse is now 21% leased
o Continuing negotiations with a number of international logistics operators
o In May 2011 the Group signed a restructuring agreement with EBRD for the repayment of the outstanding principal amount of $15.5m to be deferred until September 2012.
Enquiries:
AISI Realty Public Ltd |
|
Paul Ensor, Chairman |
+44 (0)7595 219011 |
Beso Sikharulidze |
+38 (0)44 459 3000 |
|
|
Seymour Pierce Limited |
|
Nandita Sahgal / David Foreman (Corporate Finance) |
+44 (0)20 7107 8000 |
Leti McManus (Corporate Broking) |
|
REPORT OF THE BOARD OF DIRECTORS
The Board of Directors presents its report and audited consolidated financial statements of Aisi Realty Public Limited (the Company) and its subsidiaries (the Group) for the year ended 31 December 2010.
Principal activity
The principal activity of the Group, which is unchanged from last year, is the investment in real estate in major population centers in Ukraine, with a particular focus on the capital city, Kiev.
Review of current position, future development and significant risks
Whilst we have only one bank debt and numerous uncharged assets, the Group's financial position as presented in the consolidated financial statements is not considered satisfactory by the Directors, and they have been working on a number of strategic opportunities to secure adequate working capital and make the Group's operations profitable.
In May of 2011 the Group signed a restructuring agreement with EBRD for the repayment of the outstanding principal amount of US$15.5m to be deferred until September 2012. This is the only bank debt of the Group.
Whilst the restructuring of the EBRD facility is the first step in securing the ongoing financial position of the Group, given the small contracted rental income to date, the available working capital of the Group continues to be very tight. On 20 June 2011 the Group was not able to meet the interest payment due, and plans to remedy the situation once the funding explained below is concluded.
On 1 June 2011 the Company made a further announcement that it had requested that trading in the Existing Ordinary Shares on AIM be suspended until such time that it had secured all necessary funding to enable to it to carry on as a going concern.
The discussions with an independent third party investor group, namely South East Continent Unique Real Estate (SECURE) Management ("Secure Management"), have now been concluded and the Board is pleased to announce that the Company has entered into a Subscription Agreement with Narrowpeak Consultants Limited (the "Investor"), a member of the Secure Management group, conditional on, inter alia, the Proposed Investment Resolutions (as set out in the Notice of First EGM) being passed by the shareholders at the First EGM and completion of due diligence to the satisfaction of the Investor, following which the Investor proposes to make a substantial investment in the Company on certain terms.
The Brovary Warehouse is currently 21% leased and we are pleased to report that we are continuing negotiations (some being at an advanced stage) with a number of international logistics operators, and expect a positive conclusion in the near future such as full coverage of leasable area, which should provide improved visibility on the ongoing cash generation of the property.
The Board of Directors has discussed and agreed on the potential structure of the management internalisation which will be proposed to the shareholders at a General Meeting in the coming few weeks.
Considering the current market conditions, the Board of Directors has decided to focus the strategy of the Group away from speculative development to investing in income generating assets. The focus will now be on warehouses and big box retail, with well established international tenants with long term leases. We have built a strong pipeline of potential new investments. All other non-core assets will be used to generate additional equity for implementing a new strategic focus.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2010
|
|
|
2010 |
2009 |
|
|
US$ |
US$ |
|
Revenue from operations |
|
|
|
|
Fair value losses on investment property |
|
(19 965 122) |
(17 470 085) |
|
Other income, net |
|
25 292 |
(523) |
|
|
|
(19 939 830) |
(17 470 608) |
|
|
|
|
|
|
Expenses |
|
|
|
|
Administration expenses |
|
(5 978 087) |
(5 946 723) |
|
Finance income/(costs), net |
|
115 527 |
(4 872 270) |
|
Other income/(expenses), net |
|
561 733 |
(10 882 650) |
|
|
|
|
|
|
Loss before tax |
|
(25 240 657) |
(39 172 251) |
|
|
|
|
|
|
Tax |
|
- |
(10) |
|
|
|
|
|
|
Net loss for the year |
|
(25 240 657) |
(39 172 261) |
|
Other comprehensive income |
|
|
|
|
Translation to presentation currency |
|
22 430 |
973 378 |
|
|
|
|
|
|
Total comprehensive income for the year |
|
(25 218 227) |
(38 198 883) |
|
|
|
|
|
|
Loss attributable to: |
|
|
|
|
Equity holders of the parent |
|
(24 934 873) |
(38 901 144) |
|
Non controlling interest |
|
(305 784) |
(271 117) |
|
|
|
(25 240 657) |
(39 172 261) |
|
Loss and total comprehensive income |
|
|
|
|
attributable to: |
|
|
|
|
Equity holders of the parent |
|
(24 933 034) |
(37 879 359) |
|
Non controlling interest |
|
(285 193) |
(319 524) |
|
|
|
(25 218 227)) |
(38 198 883) |
|
|
|
|
|
|
Losses per share attributable to equity holders |
|
|
|
|
of the parent (cent) |
|
(6) |
(14) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2010
|
|
|
2010 |
2009 |
|
|
US$ |
US$ |
|
ASSETS |
|
|
|
|
|
|
|
|
|
Non current assets |
|
|
|
|
Property, plant and equipment |
|
54 783 |
72 764 |
|
Investment property under construction |
|
10 300 000 |
35 319 000 |
|
Investment property |
|
33 631 000 |
22 873 000 |
|
Advances for investments |
|
6 000 000 |
9 297 945 |
|
VAT non-current |
|
2 926 939 |
3 213 709 |
|
|
|
52 912 722 |
70 776 418 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Accounts receivable |
|
3 487 598 |
1 776 063 |
|
Cash and cash equivalents |
|
291 053 |
5 020 657 |
|
|
|
3 778 651 |
6 796 720 |
|
|
|
|
|
|
Total assets |
|
56 691 373 |
77 573 138 |
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
Equity and reserves attributable to owners of the parent |
|
|
|
|
Share capital |
|
5 431 918 |
5 431 918 |
|
Share premium |
|
94 523 283 |
94 523 283 |
|
Accumulated losses |
|
(74 217 972) |
(49 283 099) |
|
Advances from shareholders |
|
223 118 |
- |
|
Other reserves |
|
68 390 |
68 390 |
|
Translation reserve |
|
(1 068 153) |
(1 069 992) |
|
|
|
24 960 584 |
49 670 500 |
|
|
|
|
|
|
Non-controlling interest |
|
1 030 793 |
1 315 986 |
|
|
|
|
|
|
Total equity |
|
25 991 377 |
50 986 486 |
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
Long - term borrowings |
|
15 529 412 |
15 529 412 |
|
Obligations under finance leases |
|
591 245 |
589 249 |
|
Accounts payable |
|
673 078 |
766 365 |
|
|
|
16 793 735 |
16 885 026 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Short - term borrowings |
|
41 237 |
508 555 |
|
Accounts payable |
|
13 234 905 |
8 534 465 |
|
Obligations under finance leases |
|
44 969 |
73 675 |
|
Current tax liabilities |
|
510 240 |
510 240 |
|
Provision for litigation claims |
|
74 910 |
74 691 |
|
|
|
13 906 261 |
9 701 626 |
|
|
|
|
|
|
Total liabilities |
|
30 699 996 |
26 586 652 |
|
|
|
|
|
|
Total equity and liabilities |
|
56 691 373 |
77 573 138 |
|
|
|
|
|
On 8 August 2011 the Board of Directors of Aisi Realty Public Limited authorised these financial statements for issue.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2010
|
|
|
|
||||||||
|
Share capital |
Share premium |
Accumulated loss |
Other reserves (Note 10) |
Advances for issue of shares |
Translation reserve |
Total |
Non-controlling interest |
Total |
||
|
|||||||||||
|
|||||||||||
|
|||||||||||
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
||
|
|
|
|
|
|
|
|
|
|
||
Balance as at 1 January 2009 |
2 283 299 |
92 683 930 |
(10 381 955) |
46 710 |
- |
(2 091 777) |
82 540 207 |
1 635 510 |
84 175 717 |
||
|
|
|
|
|
|
|
|
|
|
||
Total comprehensive income for the year |
- |
- |
(38 901 144) |
- |
- |
- |
(38 901 144) |
(271 117) |
(39 172 261) |
||
Increase of share capital |
3 148 619 |
1 839 353 |
- |
- |
- |
- |
4 987972 |
- |
4 987972 |
||
Translation to presentation currency |
- |
- |
- |
- |
- |
1 021 785 |
1 021785 |
(48 407) |
973 378 |
||
Directors' options |
- |
- |
- |
21 680 |
- |
- |
21 680 |
- |
21 680 |
||
|
|
|
|
|
|
|
|
|
|
||
Balance as at 31 December 2009 / 1 January 2010 |
5 431 918 |
94 523 283 |
(49 283 099) |
68 390 |
- |
(1 069 992) |
49 670 500 |
1 315 986 |
50 986 486 |
||
|
|
|
|
|
|
|
|
|
|
||
Total comprehensive income for the year |
- |
- |
(24 934 873) |
- |
- |
- |
(24 934 873) |
(305 784) |
(25 240 657) |
||
Advances from shareholders |
- |
- |
- |
- |
223 118 |
- |
223 118 |
- |
223 118 |
||
Translation to presentation currency |
- |
- |
- |
- |
- |
1 839 |
1 839 |
20 591 |
22 430 |
||
|
|
|
|
|
|
|
|
|
|
||
Balance as at 31 December 2010 |
5 431 918 |
94 523 283 |
(74 217 972) |
68 390 |
223 118 |
(1 068 153) |
24 960 584 |
1 030 793 |
25 991 377 |
||
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 December 2010
|
2010 |
2009 |
|
|
|
US$ |
US$ |
Operating activities |
|
|
|
Profit/(loss) before tax |
|
(25 240 657) |
(39 172 251) |
Adjustments for: |
|
|
|
Depreciation of property, plant and equipment |
|
81 183 |
60 881 |
Advances for investments impairment (reversal) / loss |
|
(780 267) |
6 128 205 |
Foreign exchange losses/(gain) |
|
(263 388) |
2 301 804 |
Loss on revaluation of investment property |
|
19 965 122 |
17 470 085 |
Loss/(gain) from discounting VAT |
|
(1 050 843) |
2 398 890 |
Other non-cash changes in investment property |
|
(3 541 458) |
|
Receivables impairment loss |
|
111 899 |
1 253 167 |
Property, plant and equipment impairment loss |
|
- |
95 772 |
Other expenses |
|
- |
141 218 |
Interest income |
|
(84 694) |
(15 553) |
Interest expense |
|
1 150 869 |
7 209 |
Operating loss before working capital changes |
|
(9 652 234) |
(9 330 573) |
|
|
|
|
Increase in advances to related parties |
|
(4) |
(1 252) |
(Increase)/Decrease in prepayments and other |
|
|
|
current assets |
|
(1 311 786) |
(314 523) |
Increase in trade and other payables |
|
1 110 659 |
2 515 095 |
Increase in payables due to related parties |
|
3 652 706 |
2 752 894 |
Cash flows used in operating activities |
|
(6 200 659) |
(4 378 359) |
|
|
|
|
Investing activities |
|
|
|
Decrease in prepayments under development contracts |
|
- |
2 511 292 |
Decrease/(Increase) in advances for investments |
|
4 640 494 |
68 244 |
(Decrease)/Increase in payables to constructors |
|
(156 212) |
(196 767) |
Additions to investment property |
|
(1 946 719) |
(13 106 851) |
Changes of property, plant and equipment |
|
(2 498) |
(20 883) |
Increase in VAT receivable |
|
(871 735) |
(2 055 671) |
Increase/(Decrease) in financial lease liabilities |
|
(26 710) |
576 941 |
Interest received |
|
84 694 |
15 553 |
Cash flows used in investing activities |
|
1 721 314 |
(12 208 142) |
|
|
|
|
Financing activities |
|
|
|
Proceeds from shareholders advances / proceed |
|
223 118 |
4 987 972 |
from issue of share capital |
|
|
|
Proceeds from bank loan |
|
(470 588) |
16 000 000 |
Proceeds from other borrowings |
|
12 |
4 321 |
Net cash (used in) / from financing activities |
|
(247 458) |
20 992 293 |
|
|
|
|
Effect of foreign exchange rates on cash and cash equivalents |
|
(2 801) |
579 132 |
|
|
|
|
Net (decrease) / increase in cash and cash equivalents |
|
(4 729 604) |
4 984 924 |
Cash and cash equivalents: |
|
|
|
At beginning of the year |
|
5 020 657 |
35 733 |
At end of the year |
|
291 053 |
5 020 657 |
NOTES TO THE ACCOUNTS
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements are presented in United States Dollars (US$). The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property and investment property under construction to fair value.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
The Company's Annual Report and Accounts for the year ended 31 December 2010 have been posted to shareholders and copies are available on the Company's website: www.aisicap.com.