8 June 2009
Sirius Real Estate Limited
Final Results
For the year ended 31 March 2009
Sirius Real Estate Limited (the "Group", the "Company" or "Sirius") is a real estate company established to acquire large mixed-use commercial sites for upgrading to flexible workspaces in Germany.
Highlights
Financial highlights
Adjusted NAV per share 83.8c1 (31 March 2008: 95.8c)
Property assets were revalued at €500.4 million (31 March 2009)
Adjusted profit after tax of €4.9 million2
Adjusted EPS of 1.60c2 per share
LTV across the portfolio at 54.8% (31 March 2009)
Operating highlights
Signed new leases (excluding renewals) on 55,900 m² at €4.50 per m² per month
Signed four new development deals adding 2,665 m² at a return on cost of 13.3% and since the year end signed two further development deals adding 1,795 m² at a return on cost of 10.4%
Business remains operationally cash flow positive
Occupancy at 74% while average rate per m² increased from €3.84 to €4.15
Signed banking facilities of €224 million in the year at an average cost of borrowing of 5.31%
Banking facilities combined with existing cash provides sufficient capital for Sirius to maintain refurbishment and development programme
Acquired nine properties for €139.7 million in mid 2008; now wholly focused on maximising the potential of the portfolio with no immediate plans for further acquisitions
1 Excluding deferred tax and change in fair value of derivative financial instruments.
2 Excluding revaluation, related deferred tax and change in fair value of derivative financial instruments.
Dick Kingston, Chairman of Sirius Real Estate Limited, said: "This is a challenging environment for real estate companies, however, these results demonstrate the resilience of the Sirius business model as we achieve increases in average rents from €3.84 to €4.15 per m² through our programme of transforming the portfolio into modern flexible workspaces. Tenant demand remains encouraging and we continue to receive a high level of enquiries, helped by our ability to offer a quality, affordable, and flexible product, a key advantage in the current market."
A copy of the presentation to investors will be available on the Group's website at www.sirius-real-estate.com
Enquiries:
Principle Capital Sirius Real Estate Asset Management Limited |
Kevin Oppenheim Alistair Marks |
020 7632 4130 |
Cardew Group |
Tim Robertson Shan Shan Willenbrock Catherine Maitland |
020 7930 0777 |
Chairman's statement
Introduction
I am pleased to announce the Group's full year results for the year ended 31 March 2009. We are now wholly focused on asset managing the portfolio of 38 business parks across Germany, which are being successfully transformed to maximise income and create value. There is now clear evidence that Sirius is achieving impressive rental growth from the relatively low levels we inherited. Our growing asset management team continues to attract encouraging levels of tenant demand with inquiry levels now consistently around 100 per week. Over the year the average rent achieved per m² has increased from €3.84 to €4.15. Uplift in rent is the Group's key performance metric as it demonstrates the Group's ability to add significant value to the properties acquired.
In mid 2008, the Group acquired nine properties plus an additional building at our Nabern site (near Stuttgart) for a total consideration of €139.7 million, with a blended net initial yield of 8%. Including these acquisitions the Group has now acquired 38 properties across Germany. The current lettable area of the portfolio totals 1.1 million m², with substantial scope to create further lettable area by developing on surplus land. The development opportunities provide excellent returns on investment, with a total of nine new deals now signed since IPO to date, all on a pre-let basis, adding 5,877m² at a 12.4% initial return on cost. The asset management team is now fully focused on maximizing the potential of the portfolio, and there are no immediate plans for further acquisitions.
We continue to see extensive opportunities to create value by investing strategically across the portfolio. The Sirius transformation is working well and our position is strengthened by the fact that we have cash resources and committed facilities of €70 million to fund this capital expenditure programme.
Results
Gross rental income for the period was €43.7 million. Excluding property revaluations, the related deferred tax and write down of interest rate derivatives, profit after tax for the period was €4.9 million. As at 31 March 2009, the portfolio of 38 properties had an annualised gross rent roll of €42 million and total lettable area of circa 1.1 million m². Occupancy was 74% at the year end which, as anticipated at acquisition, includes the principal tenant at our Trippelsberg site in Dusseldorf moving out recently. Excluding this, occupancy has remained broadly level with March 2008. Estimated rental value at market rate on the vacant space is circa €14.3 million per annum.
The adjusted EPS, which excludes property revaluation, deferred tax and write down of interest rate derivatives, was 1.6c.
Revaluation and Net Asset Value
As at 31 March 2009, the portfolio was valued independently by DTZ Zadelhoff Tie Leung GmbH at €500.4 million. This represents a €42.7 million write off against our profit for the period or a 7.9% like-for-like fall in values. Included in the revaluation write off is €7.4 million of acquisition costs and €20.2 million of capital expenditure ("capex"). This capex write-off represents a consistent accounting approach whereby the value of the capex will be realised in future periods. The balance of the write off relates to an outward movement in market yields to reflect current market conditions.
The portfolio, including vacant space, is now valued on an average net initial yield of 7% and an average capital value per m² of €453. The valuation takes no account of the surplus land.
The adjusted net asset value per share, which excludes deferred tax and the interest rate derivatives write down, was 83.8c as at 31 March 2009 (31 March 2008: 95.8c).
Finance
As at 31 March 2009 Sirius's borrowings excluding capitalised loan costs totalled €274.2 million, ABN Amro Bank N.V. ("ABN") provide €99 million and Landesbank Landesbank Berlin AG and Berlin-Hannoversche Hypothekenbank AG ("LBB") provide €175.2 million, representing an overall loan to value ratio ("LTV") of 54.8%.
As announced on 2 March 2009, the Group secured a new €45 million credit facility with LBB. The facility is secured against properties currently valued at €80.7 million. LBB agreed to consolidate the new credit facility with its two existing facilities with Sirius for covenant testing purposes, creating an LTV of 56% and sufficient headroom to withstand a 26.9% drop in property values for the new enlarged facility. This, together with existing cash reserves, means the Group has approximately €70 million to fund its ongoing programme of upgrading and developing the portfolio as planned.
The Group's banking facilities are within their respective covenants with the exception of one of the ABN facilities which, on the basis of our own valuations, we believe would be in breach of its LTV covenant. The lender has commissioned its own valuation reports which are yet to be finalised. ABN finances two of Sirius's portfolios of which the second has significant headroom. The intention is for these portfolios to be consolidated, after which the values could withstand a further 17.8% decline before a breach would occur. We are working with the lender to resolve this issue. There is no parent or other guarantees or cross collateralisation with any properties outside this ABN facility. In addition the Group has uncharged assets outside of these facilities.
Dividend
As reported at the time of the Interim Results statement in December 2008, in order to sustain investment in the Group's portfolio whilst also keeping LTV at modest levels and ensuring cash resources are preserved, the Board decided to keep dividend payments suspended. We will continue to review this policy.
Asset Manager
On 19 September 2008, the 48% interest in the Asset Manager previously held by Dawnay, Day Group was purchased by Principle Capital Partners Limited ('Principle') and the Group, together with the Asset Manager, has been renamed to reflect the changes that have taken place.
On 27 October 2008, the Group's name was changed to Sirius Real Estate Limited (AIM: SRE), and the Group's website at which information required by rule 26 of the AIM Rules is available, was changed to .
Outlook and Strategy
Sirius has established itself as the leading operator of business parks providing flexible workspace in Germany to the SME sector and we continue to see the benefits of our business model coming through, as evidenced by our ability to increase rental income from relatively modest base levels.
Although market conditions are more difficult than a year ago, our Asset Management team is extremely responsive to local conditions and tenant demands. Our understanding of the local markets, combined with the flexibility of the business model, means that we are able to tap into the considerable trend we have identified of small start-up companies looking for affordable flexible space; this in turn will allow us to benefit from their future growth.
Asset Manager's Report
Asset Management
Our Asset Management team in Germany is now completely focused on adding value to the portfolio by progressing the transformation and development processes and there are no immediate plans for acquisitions. We continue to work very closely with current and prospective tenants and are continually looking for new innovative flexible solutions for the occupational requirements of the SME sector. As a result, demand for Sirius's affordable, good quality, flexible workspace remains buoyant, with enquiry levels averaging at around 100 per week.
We achieved new lettings of 55,900 m² during the year and we had 74,737 m² of space vacated. Importantly, the effects of the Sirius transformation continue to be demonstrated by our ability to achieve higher rents; new lettings achieved an average rental rate of €4.50 per m² compared to the €3.63 per m² that was being achieved on the subsequently vacated space. Since the year end, during April and May 2009, the Group generated further new lettings of 29,425 m². Much of this space was technical and equipment rooms which would not have previously been considered lettable. This further demonstrates our innovative ability to maximise rental income from the space we acquire.
Having identified a high level of demand for small premises across the office, storage and production sectors, Sirius has launched a new campaign that we have labelled 'smartspace'. This initiative is run by a dedicated team which targets start-up companies and very small businesses. We offer an integrated service for office, production, and storage space requirements let on flexible terms in sizes starting from 20 m² on terms from one month upwards, with the flexibility to grow as their businesses progress and expand. The smartspace product is now available at eight sites across the portfolio with the intention of running smartspace offerings across the board.
The Asset Management team has now grown to 134 people and we continue to strengthen our resources in sales, administration and property management.
Developing surplus land on a pre-let basis continues to be a key component of the Group's strategy. As at 31 March 2009 a total of seven pre-let development deals have been signed since IPO, creating an additional 4,082 m² of pre-let space at a net initial yield on cost of 13%. Construction has been completed on three of the signed deals all on budget and well within the timeframe agreed. Since the year end, we have signed two further deals with ZK Glasbau in Maintal and with OPC in Dusseldorf. Together the two new developments add 1,795 m² at a net initial yield of 10.4%. We continue to see a healthy pipeline of development deals.
Occupancy dropped at year end to 74% because at our Trippelsberg site in Dusseldorf, the principal tenant, occupying 18,000 m², approximately 2% of the Group's total lettable area, did not renew its lease. This site was acquired on the basis that the tenant would vacate enabling the site to be sub divided, refurbished and upgraded into multiple flexible work spaces providing the opportunity to add significant value. The new signings in April and May 2009 will restore occupancy to 76%.
Acquisitions
During the period the Group acquired nine properties plus an additional building at our Nabern site for a total consideration of €139.7 million. The focus of our asset management team in Germany is now entirely centered on developing the portfolio rather than on making further acquisitions.
Portfolio Analysis
As at 31 March 2009, the portfolio comprised 38 properties with a lettable area of approximately 1.1 million m². The total rent roll of the portfolio, including car parking income, now stands at €42 million for which the average remaining lease length is 2.6 years. We have leases in place with 1,219 tenants across the 38 sites. The top five tenants are listed on the following table:
|
Annual Rent |
|
% of Annual |
|
€ m |
|
Rent Roll |
|
|
|
|
Siemens AG |
6.38 |
|
15% |
GKN Aerospace GmbH |
1.96 |
|
5% |
Dematic GmbH |
1.81 |
|
4% |
VAG-Armaturen GmbH |
1.28 |
|
3% |
British American Tobacco |
1.16 |
|
3% |
The average net yield of the portfolio as at 31 March 2009 was 6.9% which reverts to 10.6% if the vacant space was let at market value. The 1.1 million m² of lettable space is made up of 23% office, 30% production, 29% storage, 3% retail and 15% other. At 31 March 2009 we had 290,000 m² of vacant space which was predominantly office (25%) and production/storage (47%).
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2009
|
|
Year ended |
20 February 2007 |
|
|
31 March 2009 |
to 31 March 2008 |
|
Notes |
€000 |
€000 |
Gross rental income |
2 |
43,742 |
20,609 |
Direct costs |
3 |
(19,271) |
(6,211) |
Net rental income |
|
24,471 |
14,398 |
Deficit on revaluation of investment properties |
8 |
(42,721) |
(12,624) |
Administrative expenses |
3 |
(5,159) |
(2,312) |
Other expenses |
3 |
(947) |
(565) |
Operating loss |
|
(24,356) |
(1,103) |
Finance income |
4 |
1,714 |
3,796 |
Finance expense |
4 |
(15,219) |
(4,268) |
Change in fair value of derivative financial instruments |
|
(13,523) |
- |
Loss before tax |
|
(51,384) |
(1,575) |
Taxation |
5 |
(1,283) |
(2,862) |
Loss for the period |
|
(52,667) |
(4,437) |
Attributable to: |
|
|
|
Equity holders of the parent |
|
(51,989) |
(3,980) |
Minority interests |
|
(678) |
(457) |
Loss for the period |
|
(52,667) |
(4,437) |
Earnings per share |
|
|
|
Basic and diluted, for loss for the year/ period attributable to ordinary equity holders of the Parent Company |
6 |
(17.05)c |
(1.47)c |
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2009
|
|
2009 |
2008 |
|
Notes |
€000 |
€000 |
Non-current assets |
|
|
|
Investment properties |
8 |
500,400 |
375,950 |
Assets under construction |
9 |
2,222 |
- |
Plant and equipment |
|
3,452 |
3,236 |
Total non-current assets |
|
506,074 |
379,186 |
Current assets |
|
|
|
Trade and other receivables |
10 |
7,586 |
14,116 |
Prepayments |
|
136 |
446 |
Cash and cash equivalents |
11 |
29,652 |
49,523 |
Total current assets |
|
37,374 |
64,085 |
Total assets |
|
543,448 |
443,271 |
Current liabilities |
|
|
|
Trade and other payables |
12 |
(18,248) |
(12,497) |
Interest-bearing loans and borrowings |
13 |
(102,447) |
(24,515) |
Current tax liabilities |
|
(1,663) |
(1,013) |
Derivative financial instruments |
|
(13,523) |
- |
Total current liabilities |
|
(135,881) |
(38,025) |
Non-current liabilities |
|
|
|
Interest-bearing loans and borrowings |
13 |
(167,821) |
(97,419) |
Deferred tax liabilities |
5 |
(2,482) |
(1,849) |
Total non-current liabilities |
|
(170,303) |
(99,268) |
Total liabilities |
|
(306,184) |
(137,293) |
Net assets |
|
237,264 |
305,978 |
Equity |
|
|
|
Issued capital |
14 |
- |
- |
Share premium |
|
- |
- |
Other distributable reserve |
|
300,111 |
311,625 |
Retained earnings |
|
(63,780) |
(7,258) |
Total equity attributable to the equity holders of the Parent Company |
|
236,331 |
304,367 |
Minority interests |
|
933 |
1,611 |
Total equity |
|
237,264 |
305,978 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEAR ENDED 31 MARCH 2009
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
|
|
attributable to |
|
|
|
|
|
|
|
|
the equity |
|
|
|
|
|
|
Other |
|
holders of |
|
|
|
|
Issued |
Share |
distributable |
Retained |
the parent |
Minority |
Total |
|
|
capital |
premium |
reserve |
earnings |
company |
interests |
equity |
Group |
Notes |
€000 |
€000 |
€000 |
€000 |
€000 |
€000 |
€000 |
As at 20 February 2007 |
|
- |
- |
- |
- |
- |
- |
- |
Loss for the period |
|
- |
- |
- |
(3,980) |
(3,980) |
(457) |
(4,437) |
Issue of share capital |
14 |
- |
327,800 |
- |
- |
327,800 |
- |
327,800 |
Transaction costs of share issue |
|
- |
(10,460) |
- |
- |
(10,460) |
- |
(10,460) |
Court approved capital reduction |
|
- |
(317,340) |
317,340 |
- |
- |
- |
- |
Minority interests in companies acquired |
|
- |
- |
- |
- |
- |
2,068 |
2,068 |
Own shares acquired |
|
- |
- |
(5,715) |
- |
(5,715) |
- |
(5,715) |
Equity dividends |
15 |
- |
- |
- |
(3,278) |
(3,278) |
- |
(3,278) |
As at 31 March 2008 |
|
- |
- |
311,625 |
(7,258) |
304,367 |
1,611 |
305,978 |
Loss for the period |
|
- |
- |
- |
(51,989) |
(51,989) |
(678) |
(52,667) |
Own shares acquired |
|
- |
- |
(11,514) |
- |
(11,514) |
- |
(11,514) |
Equity dividends |
15 |
- |
- |
- |
(4,533) |
(4,533) |
- |
(4,533) |
As at 31 March 2009 |
|
- |
- |
300,111 |
(63,780) |
236,331 |
933 |
237,264 |
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2009
|
|
Year ended |
20 February 2007 |
|
|
31 March 2009 |
to 31 March 2008 |
|
Notes |
€000 |
€000 |
Operating activities |
|
|
|
Loss before tax |
|
(51,384) |
(1,575) |
Deficit on revaluation of investment properties |
8 |
42,721 |
12,624 |
Deficit on revaluation of derivative financial instruments |
|
13,523 |
- |
Depreciation |
3 |
416 |
43 |
Finance income |
4 |
(1,714) |
(3,796) |
Finance expense |
4 |
15,219 |
4,268 |
Cash flows from operations before changes in working capital |
|
18,781 |
11,564 |
Changes in working capital |
|
|
|
Increase in trade and other receivables |
|
(2,228) |
(5,863) |
Increase in trade and other payables |
|
3,791 |
9,416 |
Cash flows from operating activities |
|
20,344 |
15,117 |
Investing activities |
|
|
|
Purchase of investment properties |
|
(138,187) |
(387,507) |
Development expenditure |
|
(22,137) |
(5,791) |
Purchase of plant and equipment |
|
(722) |
(3,278) |
Proceeds on disposal of Plant and Equipment |
|
89 |
- |
Interest received |
|
1,703 |
3,796 |
Cash flows from investing activities |
|
(159,254) |
(392,780) |
Financing activities |
|
|
|
Dividends paid to equity holders of the Parent Company |
15 |
(4,533) |
(3,278) |
Proceeds from issue of share capital |
|
- |
327,800 |
Transaction costs of share issue |
|
- |
(10,460) |
Purchase of own share capital |
|
(11,514) |
(5,715) |
Proceeds from loans |
|
178,110 |
121,717 |
Repayment of loans |
|
(29,309) |
(223) |
Finance charges paid |
|
(13,715) |
(2,655) |
Cash flows from financing activities |
|
119,039 |
427,186 |
(Decrease)/ Increase in cash and cash equivalents |
|
(19,871) |
49,523 |
Cash and cash equivalents at the beginning of the year/ period |
11 |
49,523 |
- |
Cash and cash equivalents at the end of the year/ period |
|
29,652 |
49,523 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2009
1. BASIS OF PREPERATION
The financial information is abridged and does not constitute the Group's full Financial Statements for the year ended 31 March 2009, but has been prepared under International Financial Reporting Standards ("IFRS") as adopted by the EU.
2. REVENUE
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Rental income from investment properties |
43,742 |
20,609 |
3. OPERATING LOSS
The following items have been charged or (credited) in arriving at operating loss:
Direct costs
|
|
Year ended |
20 February 2007 |
|
|
31 March 2009 |
to 31 March 2008 |
|
|
€000 |
€000 |
|
|
|
|
Service charge income |
|
(18,965) |
(7,905) |
Service charge expenditure and other property costs |
|
33,633 |
12,023 |
Irrecoverable property costs |
|
14,668 |
4,118 |
|
|
|
|
Property management fee |
|
1,496 |
858 |
Asset management fee |
|
2,834 |
1,235 |
Development fee |
|
273 |
- |
|
|
19,271 |
6,211 |
Administrative expenses
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Audit fee |
253 |
292 |
Legal and professional fees |
2,763 |
1,241 |
Other administration costs |
2,143 |
779 |
|
5,159 |
2,312 |
Included in administrative expenses is €155,000 (2008: nil) receivable by the auditors and their associates in respect of other nonߛaudit services.
Other expenses
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Directors' fees |
214 |
220 |
Depreciation |
416 |
43 |
Bank fees |
120 |
216 |
Marketing, insurance and other expenses |
197 |
86 |
|
947 |
565 |
4. FINANCE REVENUE AND EXPENSE
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Bank interest receivable |
1,714 |
3,796 |
Finance revenue |
1,714 |
3,796 |
Bank interest payable |
(14,232) |
(3,828) |
Amortisation of capitalised finance costs |
(987) |
(440) |
Finance expense |
(15,219) |
(4,268) |
Net finance expense |
(13,505) |
(472) |
5. TAXATION
Consolidated income statement
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Current income tax |
|
|
Current income tax charge |
650 |
1,013 |
Deferred tax |
|
|
Relating to origination and reversal of temporary differences |
633 |
1,849 |
|
633 |
1,849 |
Income tax expense reported in the income statement |
1,283 |
2,862 |
The income tax rate applicable to the Company in Guernsey is nil. The current income tax charge of € 650,000 represents tax charges on profit arising in Germany, that is subject to corporate income tax of 15.83%. The effective income tax rate for the period differs from the standard rate of corporation tax in Germany, the differences are explained below:
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Loss before tax |
(51,384) |
(1,575) |
Loss before tax multiplied by rate of corporation tax in Germany of 15.825% (2008: 23.5%) |
(8,132) |
(370) |
Effects of: |
|
|
Income exempt from tax |
340 |
(408) |
Expenses deductible for tax purposes |
(336) |
(964) |
Non-taxable items including revaluation movements |
8,901 |
2,966 |
Other |
(123) |
(211) |
Total income tax expense in the income statement (as above) |
650 |
1,013 |
Deferred tax liability
|
2009 |
2008 |
|
€000 |
€000 |
As at 31 March 2008/ 20 February 2007 |
1,849 |
- |
Revaluation of investment properties to fair value |
633 |
1,849 |
Balance as at 31 March |
2,482 |
1,849 |
The Group has tax losses of €16,692,191 that are available for offset against future profits of its subsidaries in which the losses arose. Deferred tax assets have not been recognised in respect of the revaluation losses as they may not be used to offset taxable profits elsewhere in the Group.
There are no income tax consequences for the Company attaching to the payment of dividends in the period by the Company to its shareholders.
6. EARNINGS PER SHARE
The calculation of the basic, diluted and adjusted earnings per share is based on the following data:
|
Year ended |
20 February 2007 |
|
31 March 2009 |
to 31 March 2008 |
|
€000 |
€000 |
Earnings |
|
|
|
|
|
Loss for the period attributable to the equity holders of the parent |
(51,989) |
(3,980) |
Basic and diluted earnings |
(51,989) |
(3,980) |
|
|
|
Add back revaluation deficits (net of related tax) |
43,354 |
14,100 |
Add back change in fair value of derivative instruments |
13,523 |
- |
Adjusted earnings |
4,888 |
10,120 |
|
|
|
Number of shares |
|
|
Weighted average number of ordinary shares for the purpose of basic earnings per share |
304,840,217 |
270,580,362 |
Weighted average of ordinary shares for the purpose of adjusted earnings per share |
304,840,217 |
327,119,543 |
Basic earnings per share |
(17.05)c |
(1.47)c |
Adjusted earnings per share |
1.60c |
3.09c |
The number of shares has been reduced by 25,576,824 shares (2008: 8,086,824) that are held by the Company as Treasury Shares at 31 March 2009, for the calculation of basic and adjusted earning per share.
The Directors have chosen to disclose adjusted earnings per share in order to provide a better indication of the Group's underlying business performance; accordingly it excludes the effect of deferred tax and the revaluation deficits on the investment properties and derivative instruments.
As there are no share options in issue, the diluted earnings per share is identical to the basic earnings per share.
7. NET ASSETS PER SHARE
|
2009 |
2008 |
|
€000 |
€000 |
Net assets |
|
|
Net assets for the purpose of assets per share (assets attributable to the equity holders of the parent) |
237,264 |
304,367 |
Deferred tax arising on revaluation surplus |
2,482 |
1,849 |
Derivative financial instruments |
13,523 |
- |
Adjusted net assets attributable to equity holders of the parent |
253,269 |
306,216 |
|
|
|
Number of shares |
|
|
Number of ordinary shares for the purpose of net assets per share |
302,223,176 |
319,713,176 |
Net assets per share |
78.51c |
95.20c |
Adjusted net assets per share |
83.80c |
95.78c |
The number of shares has been reduced by 25,576,824 shares (2008: 8,086,824) that are held by the Company as Treasury Shares at 31 March 2009, for the calculation of basic and adjusted net assets per share.
As there are no share options, the diluted net assets per share is identical to net assets per share.
8. INVESTMENT PROPERTIES
|
2009 |
2008 |
|
€000 |
€000 |
As at 31 March 2008/ 20 February 2007 |
375,950 |
- |
Additions |
167,171 |
388,574 |
Deficit on revaluation |
(42,721) |
(12,624) |
Balance as at 31 March |
500,400 |
375,950 |
The fair value of the Group's investment properties at 31 March 2009 has been arrived at on the basis of a valuation carried out by DTZ Zadelhoff Tie Leung GmbH, an independent valuer.
The value of each of the properties has been assessed in accordance with the RICS Valuation Standards on the basis of Market Value. Market Value was primarily derived using a ten-year discounted cash flow model supported by comparable evidence. The discounted cash flow calculation is a valuation of rental income considering non-recoverable costs and applying a discount rate for the current income risk over a ten-year period. After ten years a determining residual value (exit scenario) is calculated.
9. ASSETS UNDER CONSTRUCTION
|
2009 |
2008 |
|
€000 |
€000 |
As at 31 March 2008/ 20 February 2007 |
- |
- |
Additions |
2,222 |
- |
Balance as at 31 March |
2,222 |
- |
10. TRADE AND OTHER RECEIVABLES
|
2009 |
2008 |
|
€000 |
€000 |
Trade receivables |
2,343 |
4,082 |
Other receivables |
5,243 |
10,034 |
|
7,586 |
14,116 |
11. CASH AND CASH EQUIVALENTS
|
2009 |
2008 |
|
€000 |
€000 |
Cash at banks and in hand |
29,652 |
20,523 |
Short-term deposits |
- |
29,000 |
|
29,652 |
49,523 |
Cash at banks earn interest at floating rates based on daily bank deposit rates. The fair value of cash and shortߛterm deposits is €29,652,000 (2008: €49,523,000).
As at 31 March 2009, €5,556,149 (2008: €5,340,109) of cash is held in blocked accounts. Of these €4,937,096 (2008: €5,087,208) are under the control of lenders who have made loans to the Group to be used for capital expenditure on the properties. Balances relating to deposits received from tenants total €619,053 (2008: €252,901).
The Group has €45 million immediately available to drawdown on one of its debt facilities (see note 13).
12. TRADE AND OTHER PAYABLES
|
2009 |
2008 |
|
€000 |
€000 |
Trade payables |
3,970 |
4,238 |
Accrued expenses |
4,405 |
4,433 |
Accrued interest |
1,675 |
1,172 |
Other payables |
3,698 |
701 |
Related party payables |
4,500 |
1,953 |
|
18,248 |
12,497 |
Terms and conditions of the above financial liabilities:
trade payables are nonߛinterest bearing and it is the Group's policy to pay within the stated terms which vary from
14-60 days; and
other payables are nonߛinterest bearing and as above are paid within stated terms.
13. INTERESTߛBEARING LOANS AND BORROWINGS
|
Effective |
|
|
|
|
interest |
|
2009 |
2008 |
|
rate % |
Maturity |
€000 |
€000 |
Current |
|
|
|
|
ABN Amro loan* |
5.45 |
15 October 2012 |
98,963 |
1,332 |
Helaba loan - fixed rate facility |
4.86 |
31 May 2008 |
- |
8,031 |
Helaba loan - floating rate facility |
Floating |
31 May 2008 |
- |
15,710 |
Berlin-Hannoversche Hypothekenbank AG loan - fixed rate facility |
5.46 |
31 March 2013 |
1,010 |
- |
Berlin-Hannoversche Hypothekenbank AG loan - hedged floating rate facility |
Hedged floating** |
31 March 2013 - 30 June 2013 |
3,519 |
- |
Capitalised finance charges on all loans |
|
|
(1,045) |
(558) |
|
|
|
102,447 |
24,515 |
Non-current |
|
|
|
|
ABN Amro Loan |
5.45 |
15 October 2012 |
- |
99,397 |
Berlin-Hannoversche Hypothekenbank AG loan - fixed rate facility |
5.46 |
31 March 2013 |
49,748 |
- |
Berlin-Hannoversche Hypothekenbank AG loan - hedged floating rate facility |
Hedged floating** |
31 March 2013 - 30 June 2013 |
120,936 |
- |
Capitalised finance charges on all loans |
|
|
(2,863) |
(1,978) |
|
|
|
167,821 |
97,419 |
Total |
|
|
270,268 |
121,934 |
|
|
|
|
|
The borrowings are repayable as follows: |
|
|
|
|
On demand or within one year |
|
|
103,493 |
25,073 |
In the second year |
|
|
4,787 |
1,332 |
In the third to fifth years inclusive |
|
|
165,896 |
98,065 |
Total |
|
|
274,176 |
124,470 |
The Group has pledged 33 (2008: 18) properties to secure the interestߛbearing debt facilities granted to the Group. The 33 properties had a combined valuation of €449,850,000 as at 31 March 2009 (2008: €180,560,000).
*Due to the single covenant breach detailed in the Chairman's statement, the entire ABN Amro facility has been shown as current, as a prudent measure while the discussions with the bank are ongoing. This facility is not cross-guaranteed by any other companies in the Group. Management are working with ABN Amro on a solution and are confident of resolving the issue and generating some comfortable headroom by consolidating the two portfolios for covenant testing. Once resolved the current portion of this debt would be €1,696,573.
** during the year the Group entered into a number of interest rate swap contracts to fix the cost of the floating rate facilities from Berlin-Hannoversche Hypothekenbank AG, the average fixed rate of the swap contracts is 4.74%, plus an average margin of 1.12% bringing the total cost to 5.86%.
ABN Amro Bank N.V.
This facility had €100,951,940 drawn down, of which €1,988,311 (2008: €223,391) has been amortised, resulting in a net liability of €98,963,629 (2008: €100,728,549) at year end. The facility is split into two portfolios. The interest is fixed at a weighted average interest rate of 5.45% per annum. The final repayment date of the latest drawdown is 15 October 2012. This loan is secured over 16 property assets and is subject to various covenants. With the exception of one loan-to-value covenant (see the Chairman's statement) the Group complied with all the loan covenants.
Helaba Bank
On 27 May 2008 the Group repaid both of the drawn down facilities of €23,741,000 with Helaba Bank.
Berlin-Hannoversche Hypothekenbank AG
Facilities of €224,000,000 have been granted by Berlin-Hannoversche Hypothekenbank AG, of which €179,000,000 has been drawn down. To date €3,786,125 has been amortised, resulting in a net liability of €175,213,875 at year end. The facility is split into three portfolios; Portfolio I is split with either an interest rate of 1.18 margin over three months EURIBOR fixed by a SWAP at 4.42% or a fixed rate of 5.46%, Portfolio II has an interest rate of 1.08 margin over three months EURIBOR fixed by a SWAP at 4.95% and Portfolio III which is yet to be drawn down is at a floating interest rate caped at 5.1%. This loan is secured over 17 property assets and is subject to various covenants with which the Group has complied.
A summary of the Groups debt covenants are set out below:
|
Total loan outstanding at 31 March 2009 |
Value of secured properties at 31 March 2009 |
Loan to value ratio at 31 March 2009 |
Loan to value covenant |
Interest Cover Ratio at 31 March 2009 |
Debt Service Cover Ratio at 31 March 2009 |
Interest Cover Ratio/ Debt Service Cover Ratio covenant |
|
€000 |
€000 |
€000 |
€000 |
€000 |
€000 |
€000 |
|
|
|
|
|
|
|
|
ABN Amro loan - Marba Portfolio |
23,755 |
53,970 |
44.0% |
85.0% |
2.40 |
n/a |
1.40 |
ABN Amro loan - Georg Simon Portfolio |
75,208 |
84,630 |
88.9% |
87.5% |
1.28 |
n/a |
1.10 |
Berlin-Hannoversche Hypothekenbank AG loan - Portfolio I, II and III |
175,213 |
311,250 |
56.3% |
77.0% |
n/a |
1.59 |
1.10 |
Unencumbered properties |
- |
50,550 |
|
|
|
|
|
Total |
274,176 |
500,400 |
54.8% |
|
|
|
|
14. ISSUED CAPITAL
|
|
Share |
|
Number |
capital |
Authorised: |
of shares |
€ |
Ordinary shares of no par value |
Unlimited |
- |
As at 31 March 2009 |
Unlimited |
- |
|
|
Share |
|
Number |
capital |
Issued and fully paid: |
of shares |
€ |
Ordinary shares of no par |
|
|
Issue of ordinary shares |
327,800,000 |
- |
Shares bought back and held in Treasury |
(25,576,824) |
- |
As at 31 March 2009 |
302,223,176 |
- |
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.
Purchase of own shares:
During the period the Company has bought back 17,490,000 (2008: 8,086,824) ordinary shares with a total nominal value of nil (2008: nil), at a weighted average price of €0.66 (2008: €0.71) per share. These shares are being held by the Company as Treasury Shares.
15. DIVIDENDS
|
2009 |
2008 |
Ordinary dividends paid |
€000 |
€000 |
Interim dividend of 1.0c for the period ended 31 March 2008 |
- |
3,278 |
Final dividend of 1.5c for the period ended 31 March 2008 |
4,533 |
- |
|
4,533 |
3,278 |
The Board has proposed to temporarily suspend dividend payments to allow the continuation of the refurbishment programme where strong returns are achieved.