Preliminary Results
Plaza Centers N.V.
26 March 2007
26 March 2007
PLAZA CENTERS N.V.
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2006
Plaza reports strong growth and progress with its
portfolio of 21 current development schemes
Plaza Centers N.V. ('Plaza' / 'Company' / 'Group'), a leading emerging markets
property developer, today announces preliminary results for the year ended 31
December 2006.
The Company successfully raised gross proceeds of £166 million in its IPO on the
London Stock Exchange ('LSE') in October 2006.
Financial highlights:
* Gross revenues and net gains from sale and operating of real estate of €74
million (2005: €55.7 million)
* Profit before tax of €16.3 million (2005: €35.2 million) owing to
acquisitions of projects and funding of the Company's construction programme
during the year
* Cash position of €219 million (2005: €50 million) and working capital of
€324 million (2005: €84 million)
* A total of €105 million, representing 45% of the gross IPO proceeds has
already been utilized; the Company expects to be fully invested within the
next 12 months
* Increase in value to €160 million of real estate trading properties
developed for future sale
* Total assets of €475 million (2005: €211 million)
* Basic and diluted EPS of €0.27
Operational highlights in the reporting period:
* Opening of the Novo Plaza shopping centre in Prague in March 2006 and sale
of the centre in June 2006 at an asset value of €50 million and recording a
net profit of €6.5 million for the Company
* Receipt of an additional price adjustment payments of €13.7 million
principally for the four Polish shopping centres previously sold in 2005
* Securing of the landmark Casa Radio project in Bucharest in November 2006,
with an estimated post development value of US$1 billion
* Purchase of two additional developments in the Czech Republic in the
cities of Liberec (for 21,000 sqm gross lettable area ('GLA')) and Opava
(for approximately14,200 sqm GLA)
* Two additional development projects acquired in Poland in the cities of
Suwalki (for approximately 16,000-18,000 sqm GLA) and Zgorzelec (for
approximately 16,000 sqm GLA)
* First transaction in India with a Joint Venture ('JV') project in Koregaon
Park, Pune (for approximately 107,500 sqm Gross Built Area ('GBA')
Key highlights since the year-end:
* Acquisition of scheme for the development of a shopping centre project in
the city of Torun, Poland (for approximately 30,000 sqm GLA)
* Acquisition of additional project in Romania in Timisoara (for
approximately 30,000 sqm GLA) and advanced negotiations for several other
projects
* A second JV deal in India was agreed for the development of a mixed used
development (shopping centre, offices and serviced apartments) in the
Kharadi district of Pune, totalling approximately 225,000 sqm GBA
* Successful opening of the Rybnik Plaza in Rybnik, Poland on March 15 and
expected opening of Sosnowiec Plaza in Sosnowiec, Poland scheduled for March
29. Both centres have been pre-sold to Klepierre
* Successful ongoing deployment of the IPO proceeds, including €43 million
spent on acquisitions of pipeline projects in Central and Eastern Europe
('CEE') and €23 million committed to expanding the Company's presence in
India
Commenting on the results, Mordechay Zisser, Chairman of Plaza Centers N.V.,
said:
'We continue to witness strong consumer and tenant demand for our high quality
retail and entertainment centres in Central and Eastern Europe ('CEE'), and we
are ready to leverage our ten year track record and experience into other
countries in this region as well as new markets such as India. During 2006 we
continued to invest in our existing portfolio and acquire a future pipeline of
assets, which we expect to bring to fruition during 2007.
'In line with our strategy for 2007, we expect to open four shopping centres to
the public - three in Poland and one in Hungary. I am confident that the Company
will achieve these goals and anticipate delivering on our stated aim to complete
at least four to five developments each year in order to expand our portfolio
and therefore provide our shareholders with a strong potential for income and
capital growth.
'In conclusion, Plaza has considerable opportunity and potential. With the
backing of an expert management team with a proven track record and highly
successful business model, sound financial foundations and an enviable portfolio
of existing and pipeline assets, we look forward to the future with both
confidence and excitement.'
For further details please contact:
Plaza
Mordechay Zisser, Chairman +972 3 6086000
Ran Shtarkman, President and CEO +36 1 462 7221
Roy Linden, CFO +36 1 462 7105
Financial Dynamics
Stephanie Highett/ Dido Laurimore/ +44 20 7831 3113
Adam Leviton
Notes to Editors
Plaza Centers N.V. is a leading emerging markets developer of shopping and
entertainment centres, focusing on constructing new centres and, where there is
significant redevelopment potential, redeveloping existing centres, in both
capital cities and important regional centres. The Company is an indirect
subsidiary of Elbit Medical Imaging Ltd. ('EMI'), an Israeli public company
whose shares are traded on both the Tel Aviv Stock Exchange in Israel and the
NASDAQ Global Market in the United States.
Plaza Centers N.V. is a member of the Europe Israel Group of companies which is
controlled by its founder, Mr. Mordechay Zisser. It has been present in real
estate development in emerging markets for over 10 years.
CHAIRMAN'S STATEMENT
I am delighted to be writing my first statement on behalf of the board of Plaza
Centers N.V. since the successful flotation of the Company on the London Stock
Exchange in October 2006.
Plaza is a leading emerging markets developer of shopping and entertainment
centres, focusing on constructing new centres and, where there is significant
redevelopment potential, redeveloping existing centres, in both capital cities
and important regional centres.
The Company has been active in emerging markets in the CEE since 1996, when it
opened the first western-style shopping and entertainment centre in Hungary and
began to implement its vision of offering western-style retail and entertainment
facilities to a growing middle class and an increasingly affluent consumer base.
Over the past 10 years, the Company has expanded its operations in central
Europe and eastwards into Poland, the Czech Republic Romania, Latvia and Greece
and, more recently, India and has proven its ability to anticipate market trends
and deliver innovative large scale projects.
India is a unique sub-continent, where the initial operating conditions are very
similar to those we experienced in the CEE 10 years ago; high interest rates and
heavy regulation and only a few international brands active in the retail
market. With Plaza's 10 years of experience of penetrating and operating in such
markets, the Company can create significant competitive advantage. In India,
there are approximately 250 million middle class people and it is our belief
that this serves as a sound base for many years of Plaza operating profitably in
that emerging market.
To date, the Company has developed, let and sold 21 shopping and entertainment
centres. Seventeen of these centres were acquired by Klepierre, one of the
largest shopping centre owner/operators in Europe, which owns more than 230
shopping centres in ten countries. An additional four shopping and entertainment
centres were sold to the Dawnay Day Group, one of the leading UK institutional
property investors. As well as the 21 centres we have sold, an additional four
were forward sold to Klepierre and will be delivered to them during 2007/8.
Due to the Company's reputation for successful property development, 'Plaza
Centers' has become a widely recognised brand name. Following the acquisition of
the shopping and entertainment centres by Klepierre and the Dawnay Day Group,
the purchasers continue to use, under licence granted to them by the Company,
the 'Plaza Centers' Community and Hungarian trade marks.
The gross proceeds of the Company's IPO were approximately £166 million
(including the exercise of an over-allotment option). We were delighted to have
successfully completed the Offer and to be able to welcome a varied
international institutional investor base to the Company. As a result of the
IPO, our Company has a strong financial base from which it can continue both its
development of the assets in its existing portfolio and the ongoing acquisition
of sites and pipeline projects and Mega projects.
With the Offer now successfully behind us, we look forward to building upon our
proven and successful business model to expand the Company's activities both
within the CEE region and in new territories such as India and thereby driving
income and capital growth on behalf of our new shareholders.
Strategic direction
We look forward to capitalising on the skills of our experienced management team
and our local presence to deliver our initial development portfolio and to
further diversify and grow the Company's portfolio through the development of
high quality retail and entertainment property assets across multiple geographic
regions.
As detailed in the Company's Admission Document, our strategy is to:
* develop four to five modern western-style shopping and entertainment
centres per year in the capital and regional cities of selected countries,
primarily in CEE (focusing on the medium term in Poland, Czech Republic,
Romania, Slovakia, Ukraine, Russia and Greece) and mixed use developments in
India for the medium and long term;
* acquire operating shopping centres that show significant redevelopment
potential (either as individual assets or as portfolios) for refurbishment
and subsequent re-sale;
* pre-sell, where prevailing market and economic conditions are favourable,
the centres prior to, or after, commencement of construction or
redevelopment; and
* where the opportunity exists in CEE and India, extend its developments
beyond shopping and entertainment centres by leveraging its strengths and
drawing upon the experience and skills of the Company's executive management
team and the Europe Israel Group to participate in residential, hotel,
offices and other development schemes where such developments form part of
integrated large scale business and leisure developments. Examples include
Dream Island, with 350,000 sqm GBA which will be developed as a major hotel,
recreation, casino, business and leisure complex and is located on the
southern end of Obuda Island in the Danube River in central Budapest.
Another is the Casa Radio mixed use project which comprises a total of
360,000 sqm GBA in the city centre of Bucharest and will include one of the
largest and prestigious shopping centres in the CEE.
Results
We ended 2006 with a net profit of €14.7 million, resulting mainly from the sale
of our shopping centre in Prague and additional adjustment for the four Polish
shopping centres we sold in 2005.
Following our strategic decision to focus more on assets to be built for sale,
2006 was a year of investing in existing assets under construction as well as
acquiring a future pipeline. Our total investment in real estate inventories
under construction ('trading properties') increased to €160 million and we
expect to present significant revenues out of these inventories from 2007
onwards.
Our very successful IPO has provided a sound financial position which will
enable us to expand our activities and investments for future growth and income.
With a cash position of approximately €219 million at the year end, we have a
strong foundation for fulfilling our potential, securing additional investment
pipeline projects and thereby creating substantial value for our shareholders.
Portfolio progress
2006 was an exceptional year for the Company in which we made strong progress
with our portfolio of existing assets and made a number of exciting acquisitions
of pipeline projects.
The Company currently owns 24 assets and projects under development located
across the Central and Eastern European region and, more recently, in India. The
current location of the assets under development, as well as office buildings,
is summarised as follows:
Number of assets
Location Under development Offices
Hungary 4 2
Poland 7 -
Czech Republic 4 1
Romania 2 -
Latvia 1 -
Greece 1 -
India 2 -
Total 21 3
Operational highlights during the year included:
* The opening of the Novo Plaza shopping centre in Prague in March 2006 and
its subsequent sale in June 2006 at an asset value of €50 million and net
profit of €6.5 million.
* Receipt of an additional overage payment of €13.7 million for the four
Polish shopping centres previously sold in 2005
* Acquisition of the landmark Casa Radio project in Bucharest in November
2006, with an estimated post development value of US$1 billion
* Purchase of two additional developments in the Czech Republic in the
cities of Liberec (for approximately 21,000 sqm GLA) and Opava (for
approximately 14,200 sqm GLA)
* Two additional development projects acquired in Poland in the cities of
Suwalki (for approximately 16,000-18,000 sqm GLA) and Zgorzelec (for
approximately 16,000 sqm GLA)
* First transaction in India with a JV project in Koregaon Park, Pune (for
approximately 107,500 sqm GBA)
The momentum of 2006 has continued strongly into 2007, with €43 million of
acquisitions already completed in the CEE, including retail development schemes
in Torun, Poland (for approximately 30,000 sqm GLA) and Timisoara (for
approximately 30,000 sqm GLA) in Romania. In addition, we were pleased to
announce to shareholders on 26 February 2007 the agreement of a second joint
venture project in India for the development of a mixed use development
(shopping centre, offices and serviced apartments) in the Kharadi district of
Pune, totalling approximately 225,000 sqm GBA.
In addition, we also opened the Rybnik Plaza in Rybnik, Poland on March 15,
which was 100% let to international and local tenants on opening. We also expect
to complete and open the Sosnowiec Plaza in Sosnowiec on March 29 2007 and the
Lublin Plaza in Lublin in May. All three centres have been pre-sold to
Klepierre. In late October we expect to open the Arena Plaza Mall in Budapest
which will be one of the biggest in the CEE.
To date, we have utilized approximately 45% of the gross IPO proceeds as
follows:
Use EUR (m)
Finance of current developments 20
Acquisition of pipeline projects in the CEE 43
Replace existing loan facilities that are 19
incompatible
Expand operations in India 23
Total 105
Dividend Policy
As explained in the Company's Admission Document, the Directors intend to adopt
a dividend policy which will reflect the long-term earnings and cash flow
potential of the Group, taking into account the Group's capital requirements,
while at the same time maintaining an appropriate level of dividend cover.
Subject to all of these factors, and where it is otherwise appropriate to do so,
the Directors intend to make distributions out of the annual net profits of the
Group starting with the 2007 financial year. Dividends are expected to be paid
at the rate of 25% on the first €30 million of such annual net profits, and
thereafter at the rate of between 20% and 25%, as determined by the Directors,
on any additional annual net profits which exceed €30 million. The dividends
will be paid on or about 31 March following the publication of the financial
results on the basis of the aggregate of the annual net profits accumulated
during the preceding financial year. The first dividend will be paid in 2008
following the 2007 results.
Outlook
We continue to develop our existing assets, secure the acquisition of pipeline
assets and work towards expanding our investment portfolio with additional high
potential assets.
We continue to witness strong consumer and tenant demand for our high quality
retail and entertainment centres in Central and Eastern Europe ('CEE'), and we
are ready to leverage our ten year track record and experience into other
countries in this region as well as new markets such as India. During 2006 we
continued to invest in our existing portfolio and to acquire future pipeline of
assets, which we expect to bring to fruition in 2007 and onwards.
In line with our strategy for 2007, we expect to open four shopping centres to
the public - three in Poland and one in Hungary. I am confident that the Company
will achieve these goals and anticipate delivering on our stated aim to complete
at least four to five developments each year in order to expand our portfolio
and therefore provide our shareholders with a strong potential for income and
capital growth.
In conclusion, Plaza has considerable opportunity and potential. With the
backing of an expert management team with a proven track record and highly
successful business model, sound financial foundations and an enviable portfolio
of existing and pipeline assets, we look forward to the future with both
confidence and excitement.
Mordechay Zisser
Chairman
26 March 2007
Business overview
During 2006, Plaza was involved in the development of 19 schemes, of which four
are located in Hungary, six in Poland, five in the Czech Republic, one in
Romania, one in Latvia, one in Greece and one in India.
The projects are at varied stages of the development cycle, from the purchase of
land through to the planning and completion of construction. In addition, Plaza
has negotiated to purchase sites for the development of several additional
schemes throughout the CEE region and India (see updates in 2007 for additional
information).
The assets and pipeline projects at year end 2006 are summarised in the table
below:
Asset/ Location Nature of asset Size sqm Plaza Status
Project (GLA) ownership
%
Arena Plaza Budapest, Retail and 66,000 100 Construction
Hungary entertainment commenced in
scheme 2006;
completion
scheduled for
Q4 2007
Arena Plaza Budapest, Mixed use of 19,500 (for 100 Under planning
extension Hungary Retail, rent and
residential and sale)
other
Dream Island Budapest, Major business 350,000 (GBA) 30 Under
Hungary and leisure (for rent and planning.
(Obuda) resort sale) Construction
will commence
in mid 2007;
completion
scheduled for
2012
David House Budapest, Headquarters/ 2,000 100 Operational
Hungary Office
Duna Plaza Budapest, Office 12,000 100 Operational
Offices Hungary
Duna Plaza Budapest, Retail and 15,000 Development Under planning
extension Hungary entertainment rights
scheme
Rybnik Plaza Rybnik, Retail and 18,000 100 Opened on 15
Poland entertainment March, 2007
scheme
Sosnowiec Sosnowiec, Retail and 13,000 100 Opening on 29
Plaza Poland entertainment March, 2007
scheme
Lublin Plaza Lublin, Retail and 26,000 50 Opening in
Poland entertainment May, 2007
scheme
Suwalki Suwalki, Retail and 16,000-18,000 100 Construction
Plaza Poland entertainment will commence
scheme in 2007;
completion
scheduled for
2009
Lodz Lodz, Retail and 29,000 100 Under
Poland entertainment or planning,
office/ construction
residential scheduled to
scheme commence in
late 2007
Zgorzelec Zgorzelec, Retail and 16,000 100 Construction
Plaza Poland entertainment will start in
scheme 2007;
completion
scheduled for
2009
Plzen Plaza Plzen, Retail and 20,000 100 Construction
Czech Rep. entertainment started in
scheme 2006;
completion
scheduled for
2008
Prague 3 Prague, Office, for 61,600 (for 100 Currently
Czech Rep. future use for sale) operational as
residential an office
building,
re-zoning for
future use for
residential is
in progress
Opava Plaza Opava, Retail and 14,200 100 Construction
Czech Rep. entertainment will start in
scheme 2007;
completion
scheduled for
2009
Liberec Liberec, Retail and 21,000 100 Construction
Plaza Czech Rep. entertainment will start in
scheme 2007;
completion
scheduled for
2008
Casa Radio Bucharest, Mixed-use retail 360,000 (GBA) 75 Construction
Romania and leisure plus will commence
residential/ in 2007;
office scheme completion
scheduled
during
2009-2012
Riga Plaza Riga, Retail and 47,000 50 Construction
Latvia entertainment started in
scheme 2007;
completion
scheduled for
2009
Helios Plaza Athens, Retail and 35,000 100 Under planning
Greece entertainment or
office scheme
Koregaon Pune, Retail, 107,500 (GBA) 50 Construction
park India entertainment started in
and office 2007, expected
scheme completion in
2009
Details of these activities by country are as follows:
Hungary
During 1996-2005, Plaza built, managed and eventually sold 16 shopping centres
throughout Hungary. During 2006, Plaza continued to develop the Arena Plaza, its
landmark shopping centre scheme in central Budapest, comprising approximately
66,000 sqm GLA which will make it one of the biggest in the CEE.
In addition, Plaza holds a 30% stake in Dream Island, an ambitious development
on the Obuda Island in central Budapest, with land area of 320,000 sqm which is
intended to be developed as a major resort area including hotels, recreation
facilities, casino, business and leisure complex with a development budget of
over € 1 billion and 350,000 sqm GBA. Preliminary design and excavation works
are already underway.
Two further projects are in feasibility and planning stages, namely the
extension of the Duna Plaza and the Arena Plaza, both of which are located in
central Budapest.
The group continues to own its two office buildings in Budapest, the David house
on Andrassy ut and the Duna Plaza offices.
Poland
Between 2000 and 2005, Plaza built, managed and, in 2005, sold four shopping
centres located across Poland. During 2006, the Company continued the
construction of three shopping centres in Rybnik (approximately 18,000 sqm GLA),
Sosnowiec (approximately 13,000 sqm GLA) and Lublin (50% held, approximately
26,000 sqm GLA). All three were pre sold to Klepierre.
In addition, Plaza continued the feasibility and planning of the development in
Lodz (designated for shopping centre or alternatively for residential/office
use), as well as an acquisition of two additional plots of land for future
shopping centres in Suwalki (for approximately 16,000-18,000 sqm GLA) and in
Zgorzelec (for approximately 16,000 sqm GLA).
Czech Republic
In March 2006, Plaza opened the Novo Plaza in Prague (25,955 sqm GLA) and sold
it in June for €50 million (inclusive of final price adjustment). During the
year, Plaza also purchased two plots of land in the cities of Liberec and Opava
with the aim to build shopping centres comprising approximately 21,000 sqm GLA
and 14,200 sqm GLA, respectively. Construction of the Plzen Plaza mall
(approximately 20,000 sqm GLA) commenced in February 2007 and is currently
expected to be completed at the beginning of 2008. The Company continued to own
an income-yielding office building in Prague which is designated to be re-zoned
for a scheme of 61,600 sqm of residential units.
Romania
In November 2006, Plaza acquired a 75% interest in a company which has entered
into a public-private partnership agreement with the Government of Romania to
develop the approximately US$1 billion Casa Radio (Dambovica) scheme in
Bucharest, the largest development plot available in the city centre. The
Romanian Government will remain a 15% partner in the scheme. The development of
Casa Radio comprises approximately 360,000 sqm GBA, including a 110,000 sqm GLA
shopping mall and leisure centre (one of the largest in Europe), residential
units, offices, hotel, casino, hypermarket, convention and conference hall.
Latvia
Construction works started in March 2007 on the Riga Plaza project in Riga,
Latvia (50% held, approximately 47,000 sqm GLA). The scheme is located on the
western bank of the river Daugava by the Sala Bridge and Plaza expects this
project to be completed at the beginning of 2009.
Greece
Plaza owns a 15,000 sqm plot of land centrally located in Piraeus Avenue,
Athens. Plaza is currently working on securing building permits for the
construction of a shopping centre, or alternatively an office complex totalling
approximately 35,000 sqm GLA.
India
As outlined in its Admission Document, Plaza has identified strong potential in
emerging India and during the reporting period acquired a 50% stake in a joint
venture with established local Indian developers to build a shopping centre with
a gross built up area of approximately 75,500 sqm GBA and additional office
space of approximately 32,000 sqm GBA in Pune, India.
Progress to date in 2007
A number of additional investments have already been made to broaden the
Company's portfolio in 2007:
• Plaza secured an additional plot of land for the development of a
future shopping centre in Torun, Poland (for approximately 30,000 sqm GLA).
Advanced negotiations are underway for additional plots in Poland
• Acquisition of additional plots for future shopping centres in Romania
in Timisoara (for approximately 30,000 sqm GLA) and advanced negotiations for
several others, emphasizing the strong penetration of Plaza in Romania with the
aim to achieve a substantial number of landholdings within the next year
• A second JV deal was finalized in India for a project in Kharadi, Pune
for a mixed used development comprising a shopping centre (for approximately
120,000 sqm GBA), offices (for approximately 81,000 sqm GBA) and serviced
apartments (for approximately 24,000 sqm GBA), totalling approximately 225,000
sqm GBA. Negotiations are already underway for securing additional sites in
India
• Rybnik Plaza in Rybnik, Poland was successfully opened to the public
on 15 March 2007, the expected opening of Sosnowiec Plaza in Sosnowiec, Poland
is scheduled for 29 March and the Lublin Plaza in Lublin is expected to be
opened in May. All three centres have been pre-sold to Klepierre and are
currently 100% let
• Plaza is pleased to announce that it is experiencing strong demand
from several international real estate funds to acquire the Arena shopping
centre in Budapest and negotiations are advanced. Arena is scheduled to open to
the public in Q4 2007 and all construction works are on schedule and within
budget
The Group continues to examine additional developments to acquire in its target
region as well as examining other future emerging market opportunities, which we
consider to offer strong potential consumer demand for Plaza's development
projects.
FINANCIAL REVIEW
Results
In line with the Group's commercial decision to focus its business more on
development and sale of shopping and entertainment centres, the Group has
classified its current projects under development as trading properties rather
than investment properties. In accordance, revenues from the sale of trading
properties are presented at gross amounts.
Revenues for the year 2006 increased to €60.2 million (2005: €15 million),
mainly due to the sale of the Novo Plaza shopping centre in Prague for a gross
asset value of €50 million.
Gains from the sale of investment property increased to €13.7 million (2005: €1
million), mainly due to the final price adjustment on account of the Poznan
shopping centre (€9 million) and additional price adjustment on account of the
waiving of offset rights due to electricity licences for Polish shopping centres
sold in 2005 (€5.4 million).
The rapid increase in the cost of operations is attributable to the cost of Novo
Plaza (€ 44 million) mentioned above, which was classified as trading property
(inventory).
Administrative expenses increased to €8.2 million (2005: €6.6 million), mainly
due to non cash share based payments (€1.2 million) and increase in volume of
activities.
Operating profit before financing costs in 2006 was €16 million, well ahead of
expectations although a decline compared with the €42.6 million of 2005. The
decline reflects the exceptional level of gains in 2005 from the revaluation of
investment properties and sale of four of Plaza's shopping centres in Poland and
other price adjustment payments for previously sold centres, amounting to €40.8
million. Plaza expects to sell three to four shopping centres in 2007.
Net finance was positive in 2006 at €0.7 million (2005: expenses of €7.6
million) due to higher cash balances and more favourable lending terms achieved.
Tax expenses continue to remain low at €1.6 million (2005: €5.9 million),
reflecting 6.5% (2005: 16.6%) of profits before tax and resulting from the
group's favourable tax structure.
Profit for the year amounted to €14.7 million in 2006, above market
expectations, compared to €29.3 million in 2005 and again reflected the decrease
in operating income in 2006 as explained above.
Basic earnings per share for 2006 were €0.27 per share.
Balance sheet and cash flow
The balance sheet as at 31 December 2006 showed net assets of €364.7 million
compared to net assets of €96 million at the end of 2005. This rise primarily
results from Plaza's net proceeds of €234.5 million from its share offering and
listing on the London Stock Exchange in October 2006.
The cash position of cash and short term deposits increased to €219 million
(2005: €50 million) due to the share issuance mentioned above and to the sale of
the Novo Plaza and other price adjustments (proceeds of €23.3 million), having
deducted investments in trading properties (€92 million).
Other accounts receivables and prepayments increased to €29.2 million (2005:
€4.8 million), mainly as a result of prepayment on account of the Casa Radio
project acquired in Bucharest (€19.4 million).
Total bank borrowings (long and short term) decreased to €57.1 million (2005:
€70.6 million) reflected by the repayment of the loan used to construct the Novo
Plaza and its subsequent its sale.
Related Party balances are presented gross (both in the assets and in the
liabilities sections of the balance sheet) as the balances are with different
Plaza group subsidiaries and therefore netting was not possible under IFRS.
However the net balance of the Plaza Group with its controlling shareholders is
approximately €6.8 million (liability), the majority of which was settled at the
beginning of 2007.
Consolidated income statements
For the year ended
December 31,
2006 2005
Note € '000 € '000
Revenues 11 60,219 14,955
Gain from the sale of investment property, 12 13,715 1,089
net
Changes in fair value of investment property 257 39,726
74,191 55,770
Cost of operations 13 50,034 6,613
Gross profit 24,157 49,157
Administrative expenses 14 8,173 6,572
Operating profit 15,984 42,585
Finance income 4,000 972
Finance expenses (3,336) (8,557)
Finance income / (expenses), net 15 664 (7,585)
Other income 287 394
Other expenses (457) (233)
Share in profit / (loss) of associate (150) 40
Profit before tax 16,328 35,201
Income tax expenses 16 1,608 5,859
Profit for the year 14,720 29,342
Basic and diluted earnings per share (in 10 0.27 16.17
EURO)
Consolidated balance sheets
December 31,
2006 2005
Note € '000 € '000
ASSETS
Current assets
Cash and cash equivalents 2 212,683 46,699
Restricted bank deposits 616 6,164
Short-term deposits 6,154 2,977
Trade accounts receivables, net 1,059 638
Other accounts receivable and 3 29,222 4,802
prepayments
Other debtors and related parties 4 4,283 2,033
Trading properties 5 159,961 104,717
413,978 168,030
Non Current assets
Investment in associate 1,148 1,298
Long-term balances and deposits 2,257 2,938
Other debtors and related parties 4 22,027 3,512
Property, plant and equipment 7,550 8,210
Investment property 6 26,654 26,354
Restricted bank deposits 350 349
Other non-current assets 933 413
60,919 43,074
Total assets 474,897 211,104
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Interest bearing loans from banks 7 51,201 53,403
Trade payables 15,703 6,532
Other liabilities 3,088 7,099
Amounts due to related parties 8 17,771 15,693
Creditor due to selling of investment 8 2,418 1,648
property
90,181 84,375
Non-current liabilities
Interest bearing loans from banks 7 5,875 17,244
Amounts due to related parties 8 8,474 9,133
Other long term liabilities 1,551 1,214
Deferred tax liabilities 4,139 3,131
20,039 30,722
Share capital 2,923 18
Translation reserve (1,895) (2,059)
Other reserves 1,840 (181)
Share premium 248,860 -
Retained earnings 112,949 98,229
Shareholders' equity 9 364,677 96,007
Total shareholders' equity and 474,897 211,104
liabilities
Consolidated cash flow statements
For the year
ended December 31,
2006 2005
€ '000 € '000
Cash flows from operating activities
Profit for the year 14,720 29,342
Adjustments necessary to reflect cash flows used in
operating activities:
Depreciation 773 868
Change in fair value of investment property (257) (39,726)
Finance expenses / (income), net (595) 6,954
Loss / (Gain) on sale of property plant and equipment 18 (69)
Company's share in loss / (profit) of associate 150 (40)
Gain on sale of investment property subsidiaries (13,630) (1,089)
Gain on sale of trading property subsidiaries (7,008) -
Income tax expenses 1,009 5,793
Increase in trade accounts receivable (786) (2,055)
Increase in other accounts receivable (6,087) (1,950)
Payments on account for projects to be acquired (19,401) -
Increase in trading properties (2006 - see also appendix A, (92,200) (44,889)
Note 16)
Increase / (decrease) in trade accounts payable 14,241 (291)
Increase in other liabilities 3,187 490
Net proceeds from selling of trading property subsidiaries
(see appendix B, Note 16)
6,016 -
Share based payment 1,186 -
Net cash used in operating activities (98,664) (46,662)
Cash from investing activities
Purchase and development of investment property (2006 - (1,422) (24,131)
other assets)
Proceeds from sale of plant, property and equipment 167 204
Investment in associate (115) (153)
Acquisition of subsidiaries (2005 - see appendix A, Note 16) - 4,977
Short term deposits, net 2,393 1,887
Long term deposits decreased 1,047 13,271
Long term deposits increased (2,374) (7,907)
Net proceeds from disposal of other subsidiaries (see 17,297 77,427
appendix B, Note 16)
Long term loans granted to partners in Joint controlled (21) (2,663)
company
Net cash from investing activities 16,972 62,913
Cash from financing activities
Short term loans from banks, net 21,001 1,164
Issuance of ordinary shares, net 234,501 -
Long term loans received from banks - 61,117
Long term loans repaid to banks (8,604) (3,922)
Loans granted from (repaid to) related parties 778 (37,747)
Net cash from financing activities 247,676 20,612
Increase in cash and cash equivalents during the year 165,984 36,863
Cash and cash equivalents at the beginning of the year 46,699 9,836
Cash and cash equivalents at the end of the year 212,683 46,699
Notes to the consolidated financial information:
NOTE 1 - Basis of Accounting and Presentation of Financial Information
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ('IFRS') and its interpretations
adopted by the European Union ('EU').
The auditors have reported on those accounts; their report was (i) unqualified,
(ii) did not include references to any matters to which the auditors drew
attention by way of emphasis without qualifying their reports. A full set of the
consolidated Financial Statements will follow.
The financial information contained in this announcement does not constitute
Dutch statutory accounts which will be submitted in due course.
NOTE 2 - CASH AND CASH EQUIVALENTS
Interest rate as
of December 31,
December 31,
2006 2006 2005
€ '000 € '000
Bank deposits - in EUR 2.5%-3.71% 209,292 43,402
Bank deposits - in Hungarian approx. 6% 2,782 2,899
Forints
Bank deposits - in Polish Zlotys approx. 3.5% 416 186
Bank deposits - in Czech Crowns approx. 1.5% 64 54
Bank current accounts - in Mainly 0% 129 48
U.S.Dollar
Bank deposits - in other currencies - 110
Balance at 31 December 212,683 46,699
NOTE 3 - OTHER ACCOUNTS RECEIVABLE AND PREPAYMENTS
December 31,
2006 2005
€ '000 € '000
Advance in respect of plot purchase (*) 19,401 -
Prepaid expenses 1,314 1,307
VAT authorities 7,561 2,694
Partners in companies under joint venture 199 377
Companies in the EMI Group and other related 168 284
parties
Others 579 140
Balance at 31 December 29,222 4,802
(*) Advance payment for a purchase of plot of land in Bucharest in the amount of
EUR 19.4 million.
NOTE 4 - OTHER DEBTORS AND RELATED PARTIES
December 31,
2006 2005
€ '000 € '000
Short term Debtor balances
with:
Klepierre group - due to sale of shopping 4,283 2,033
centres
Balance at 31 December 4,283 2,033
Long term Debtor balances
with:
Related party - EMI 18,226 -
Partners in companies under joint venture 3,801 3,512
Balance at 31 December 22,027 3,512
The above mentioned balances bear no interest (with the exception of EMI loan,
linked to the EUR and bears interest of three months Libor plus a margin of
1.8%), with no scheduled repayment date. In respect of the long term receivable
from partners in companies under joint ventures the Group estimates that
repayment will be received in 2007 or 2008. For EMI and EUL loans in credit,
refer to note 8.
NOTE 5 - TRADING PROPERTIES
December 31,
2006 2005
€ '000 € '000
Balance at 1 January 104,717 -
Additions during the period 98,819 44,889
Transfer from property under - 59,828
construction
Trading property sold (43,574) -
Balance at 31 December 159,962 104,717
As of the balance sheet date, The Company has trading properties in Hungary,
Poland, Czech Republic, Latvia, Greece and India.
NOTE 6 - INVESTMENT PROPERTY
December 31,
2006 2005
€ '000 € '000
Balance at 1 January 26,354 175,884
Additions 43 34
Acquisitions in respect of business - 18,209
combination
Disposals - (886)
Disposals of subsidiaries - (249,539)
Transfer from property under - 42,926
construction
Fair value adjustments 257 39,726
Balance at 31 December 26,654 26,354
Investment property at year end comprises mainly office buildings that are
leased to third parties. Generally leases contain an initial period of 5 to 10
years. Subsequent renewals are negotiated with the lessee. The contracts are
denominated in, or linked, to the EUR.
NOTE 7 - INTEREST BEARING LOANS FROM BANKS
Interest rate
December 31, December 31,
Maturity date 2006 2005 2006
€ '000 € '000
Current maturities of long term
loans
In PLN 3,361 - WIBOR + 1.4%
In EUR 47,840 53,188 EURIBOR + 1.65%-2.0%
In USD - 215 N/A
Total 51,201 53,403
Long term Credit
In EUR 2015 5,875 14,380 EURIBOR + 1.75%
In USD - 2,864 N/A
5,875 17,244
Total loans from banks 57,076 70,647
All loans outstanding are floating. Re-pricing is done on quarterly basis. The
average effective interest rate as at December 31, 2006 and as at December 31,
2005 is 5.9%, and 5.2% per year respectively.
Below is the repayment schedule of outstanding bank loans for each period:
December 31,
2006 2005
€ '000 € '000
First year - Current Maturity 51,201 53,403
Second year 459 2,683
Third year 459 1,245
Fourth year 459 1,260
Fifth year 459 1,277
Sixth year and thereafter 4,039 10,779
Total long term 5,875 17,244
Total 57,076 70,647
NOTE 8 - LOANS AND AMOUNTS DUE TO RELATED PARTIES AND OTHERS
December 31,
2006 2005
Currency € '000 € '000
Short term
EMI Group- ultimate parent EUR 7,655 1,563
Company
Other related parties (2) Mainly Indian 1,202 -
Rupee
EUL- parent Company (1) EUR 8,914 14,130
17,771 15,693
Klepierre group EUR 2,418 1,648
Total 20,189 17,341
Long term
EUL- parent Company (4) EUR 7,975 8,520
Other related parties (3) EUR 499 613
8,474 9,133
(1) The loans received from Elbit Ultrasound B.V. (the main shareholder)
('EUL'), bear interest at 3 month 3 months USD Libor (or 3 months EUR Euribor)
plus a margin of between 1.5% and 2.0% (effective interest rate as of December
31, 2006, and for December 31, 2005 is 5.3% and 4.2% respectively). Loans are
financing trading properties of the Group.
(2) Other related parties in the short term include the liability to the
Company's Indian partner in the joint venture company in India.
(3) Other related parties in the long term include liability to the Control
Centres group, a group of companies which provides project management services,
controlled by the ultimate parent company controlling shareholder.
(4) The loans received from Elbit Ultrasound B.V. (the main shareholder)
('EUL'), bear an interest of 3 month 3 months USD Libor (or 3 months EUR
Euribor) plus a margin of between 1.5% and 2.0% (effective interest rate as of
December 31, 2006, and for December 31, 2005 is 5.3% and 4.2% respectively).
Loans are estimated to be repaid in the long term, as EUL has declared its
intention not to demand earlier repayment.
NOTE 9 - EQUITY
December 31,
2006 2005
Remarks Number of shares
Authorised:
Ordinary shares of par value EUR See (1) below 1,000,000,000 1,815,120
0.01 each
Issued and fully paid:
At the beginning of the period 1,815,120 1,815,120
Issued for forgiveness of loan to -
parent Company
See (2) below 2,684,880
Issued for forgiveness of loan to -
parent Company
See (2) below 195,500,000
Issued for cash to the Public See (2) below 92,346,087 -
At the end of the period 292,346,087 1,815,120
1) The number of shares authorized as of 31.12.05 was 40 (of 453.8 EUR par
value).In September 2006 the authorized share capital was revised as follows:
a) 40 shares of EUR 453.8 were subdivided into 1,815,120 shares of 0.01
EUR.
b) The authorized share capital was increased to 1 milliard shares of 0.01
EUR.
2) In the course of the last quarter of 2006 the following share capital
increases occurred:
a) 2,684,880 shares of EUR 0.01 were issued to Elbit Ultrasound B.V, the
parent company of the Company, on October 2006, upon the change of the Company
from B.V status to N.V status. The capital increase was effected in exchange for
the forgiveness of a loan, and the shares were issued at no share premium.
b) 195.5 million Shares of EUR 0.01 were issued to Elbit Ultrasound B.V in
October 2006, in order to create a share capital structure which will allow the
Company to initiate the IPO. The capital increase was effected through the
contribution of loans, and the shares were issued with a share premium of
approximately EUR 15.3 million.
c) 92,346,087 shares of EUR 0.01 were issued to the Public, in October and
November 2006 (including the 'Green Shoe' option exercised), as a result of the
IPO which took place in the London Stock Exchange ('LSE') (see also note 30).
The share premium recorded in the flotation (net of IPO costs) was EUR 233.6
million.
d) The holders of ordinary shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at meetings of
the Company. All shares rank equally with regard to the Company's residual
assets.
Capital reserve due to share option plan
Capital reserve created as a result of the Employee Share Option Plan which was
introduced in October 2006 was recorded and totalled EUR 2.0 million, as at
December 31, 2006.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from
the translation of the financial statements of foreign operations.
NOTE 10 - EARNINGS PER SHARE
Profit attributable to ordinary shareholders
December 31,
2006 2005
€ '000 € '000
Profit for the year 14,720 29,342
Profit attributable to ordinary shareholders 14,720 29,342
Weighted average number of ordinary shares
In thousands of shares with a EUR 0.01 par value December 31,
2006 2005
Issued ordinary shares at 1 January 1,815 1,815
Effect of shares issued in October 6th, 2006 633 -
Effect of shares issued in October 24th, 2006 36,422 -
Effect of shares issued in November 1st, 2006 14,090 -
Effect of shares issued in November 24th, 2006 672 -
Weighted average number of ordinary shares at 31 53,632 1,815
December
Diluted earning per share is the same as basic earnings per share since options
or securities had no dilutive effect.
NOTE 11 - REVENUES
For the year ended
December 31,
2006 2005
€ '000 € '000
Revenue from selling trading 51,276 -
properties (*)
Rental income from tenants 3,766 9,262
Management fees 284 3,013
Operation of entertainment centres 3,980 2,617
Other 913 63
Total 60,219 14,955
(*) Includes mainly revenues from selling the Asset in Prague (Novo shopping
centre) - EUR 50.3 million.
NOTE 12 - GAIN FROM SALE OF INVESTMENT PROPERTY
The gain from the sale of investment property, as reflected in the consolidated
income statement (EUR 13.7 million) is comprised mainly of the following:
• Part of the proceeds in the amount of EUR 5.4 million was subject to
obtaining utilities licenses by the Company in respect of the sold centres and
accordingly has been deferred for recognition in the financial statement for the
year ended December 31, 2005. Within the framework of a settlement agreement
signed between the Company and Klepierre on November 16, 2006 it was agreed that
the Company shall be unconditionally and irrecoverably released from its
obligations to obtain such utilities licenses and that Klepierre will assume
full and sole responsibility for the obtaining of these utilities permits.
Accordingly the Company recorded in these financial statements an additional
gain of EUR 5.4 million.
• Furthermore, the Company and Klepierre agreed to conclude a final
purchase price adjustment in respect of the sold centres in accordance with the
provisions set forth in the sale agreement and accordingly the Company recorded
in these financial statements an additional gain of EUR 8.2 million which is
mainly due to the Poznan shopping centre on account of the price adjustment,
based on the updated gross rentals.
NOTE 13 - COST OF OPERATIONS
For the year ended
December 31,
2006 2005
€ '000 € '000
Direct expenses:
Cost of sold trading properties 44,804 -
(*)
Salaries and related expenses 736 1,344
Initiation costs 244 710
Municipality taxes 8 107
Property taxes 195 437
Property operations and 2,968 3,564
maintenance
48,955 6,162
Other operating expenses 915 361
49,870 6,523
Depreciation and amortization 164 90
50,034 6,613
(*) Includes mainly cost of asset from selling the Asset in Prague (Bes Tes
shopping centre) - EUR 43.9 million.
NOTE 14 - ADMINISTRATIVE EXPENSES
For the year ended
December 31,
2006 2005
€ '000 € '000
Selling and marketing expenses
Advertising and marketing 889 943
Salaries and relating expenses 757 26
Doubtful debts 4 285
Amortization of deferred charges 1 375
1,651 1,629
General and administrative expenses
Salaries and related expenses (*) 2,661 1,883
Depreciation and amortization 260 306
Management fees 706 500
Professional services 1,611 1,108
Impairment - Other assets and debit - 283
balances
Travelling 591 200
Offices 281 336
Others 412 327
6,522 4,943
Total 8,173 6,572
(*) In 2006 - including salaries due to share option plan in the amount of EUR
1.2 million.
NOTE 15 - FINANCE INCOME (EXPENSES)
For the year ended
December 31,
2006 2005
€ '000 € '000
Interest received on bank 2,595 894
deposits and loans to related
parties
Foreign exchange gains 1,405 78
Total finance income 4,000 972
Interest paid on bank loans (3,542) (3,475)
Interest on loans from related (1,133) (1,864)
parties
Foreign exchange losses - (5,085)
Other finance expenses (508) (639)
(5,183) (11,063)
Less-
Finance expenses capitalized to 1,847 2,506
properties under development
Total finance expenses (3,336) (8,557)
Total 664 (7,585)
NOTE 16 - INCOME TAXES
For the year ended
December 31,
2006 2005
€ '000 € '000
Current tax 170 67
Deferred tax 1,009 5,792
Prior year's taxes 429 -
Total 1,608 5,859
The main tax laws imposed on the Group companies in their countries of
residence:
a. The Netherlands
a. Companies resident in the Netherlands are subject to corporate income tax at
the general rate of 29.6% for the fiscal year of 2006. Starting 2007 the general
corporate income tax rate has been reduced to 25.5%. Under the amended rules
effective January 1 2007 tax losses may be carried forward and set of against
income of the immediately preceding tax year and the nine subsequent tax years.
Transitional rules apply for tax losses on account of tax years up through 2002
which may be carried forward and set of against income up through 2011.
b. Under the participation exemption rules income including dividends, capital
gains and capital losses derived by Netherlands companies in respect of
qualifying investments in the nominal paid up share capital of resident or non
resident investee companies, are exempt from Netherlands corporate income tax
provided the conditions as set under these rules have been satisfied. The
participation exemption rules and more particularly the statutory conditions
there under have been amended with effect of January 1, 2007. Such amended
conditions require, among others, a minimum percentage ownership interest in the
investee company and require the investee company to satisfy either of or both
the newly introduced 'assets' test and the amended 'subject to tax' test.
b. Hungary
The corporation tax rate imposed on the income of the subsidiaries incorporated
in Hungary is 16% (18% up to December 31, 2003). From 2007 capital gains can be
considered exempted income provided that certain criteria are fulfilled. A
special solidarity tax is levied on companies starting September 1, 2006, which
is 4 percent of the accounting profit modified by certain items such as
dividends received and donations. Dividends, interest and royalty paid out are
not subject to withholding tax. Losses in the first three years of operation (in
case of companies which were established before June 1998 - losses for the first
two years) can be carried forward without limitation. Losses incurred afterwards
(not start-up loss) can be carried forward for the period of five years, subject
to certain limitations. Losses arising in 2005 and later may be carried forward
indefinitely, subject to certain limitations.
c. Czech Republic
The corporation tax rate imposed on the income of the subsidiaries incorporated
in the Czech Republic (including capital gains) is currently 24% (the rate was
reduced from 26% in 2005). Tax losses can be carried forward up to seven years
to offset future taxable income. Dividends paid out of net income are subject to
a withholding tax of 25%, subject to the relevant double taxation treaty.
d. Poland
The corporation tax rate imposed on the income of the subsidiaries incorporated
in Poland (including capital gains) is currently 19% (27% until December 31,
2003). Tax losses can be carried forward for the period of five years and only
50% of a loss can be offset in any one year. Dividends paid out of net income
are subject to a withholding tax of 20%, subject to the relevant double taxation
treaty.
e. Romania
The corporation tax rate imposed on the income of the subsidiaries incorporated
in Romania (including capital gains) is currently 16% (25% until December 31,
2004). Tax losses can be carried forward and be offset against taxable income of
the five years following the accounting year in which they were incurred.
Dividends paid out of net income to the Netherlands are not subjected to any
withholding tax.
f. Latvia
The corporation tax rate imposed on the income of the subsidiaries incorporated
in Latvia (including capital gains) is currently 15% (2005 - the same). Tax
losses can be carried forward and be offset against taxable income of the five
years following the accounting year in which they were incurred. Dividends paid
out of net income are subject to a withholding tax of 10%, subject to the
relevant double taxation treaty or 0 % tax could be applied if the recipient is
resident in another EU country.
g. Greece
The corporation tax rate imposed on the income of the subsidiary incorporated in
the Greece (including capital gains) is currently 29% (In 2005- 32%, from 2007
onwards - 25%). Tax losses can be carried forward and be offset against taxable
income of the five years following the accounting year in which they were
incurred. Dividends paid out of net income are not subject to any withholding
tax.
h. India
The corporate income tax applicable to the income of Indian subsidiaries is
33.66% with a minimum alternative tax of 11.2% on the accounting profits if the
company does not have taxable profits. The paid amount will be credited if the
company will have taxable profits in the following five years. Capital gains on
sale of fixed assets and real estate assets are taxed at the rate of 21%
provided that they were held for at least 36 months prior to the sale thereof or
33.66% if they were held for less than 36 months. Capital gains taxes on the
sale of shares by an Indian company are ranging from 10.4% up to 41.8% depend on
the nature of the assets sold and the time they were held prior to the sale
thereof. Dividends paid out of these profits are taxed at an additional 14%.
Dividends distribution from India to Cyprus is exempt from withholding tax.
Losses can be offset against taxable income for a period of eight years from the
incurrence year end.
i. Cyprus
The taxation of companies is based on tax residence and all companies are taxed
at the rate of 10%. A special levy of 10% is imposed on interest received and
deemed interest income in certain cases. Dividend income and profits from the
sale of shares and other titles of companies are exempt from taxation. There is
no withholding tax on payments of dividends to non-resident shareholders or
shareholders that are companies resident in Cyprus. Payments of dividends to
shareholders that are persons physically resident in Cyprus are subject to a 15%
withholding tax. Companies which do not distribute 70% of their profits after
tax, as defined by the relevant tax law within two years after the end of the
relevant tax year, will be deemed to have distributed as dividends 70% of these
profits. A special levy at 115% will be payable on such deemed dividends to the
extent that the shareholders (companies and individuals) are Cyprus tax
residents. The amount of deemed distribution is reduced by any actual dividends
paid out of the profits of the relevant year during the following two years.
This special levy is payable for the account of the shareholders.
NOTE 16- CASH FLOW APPENDICES
For the year ended
December 31,
2006 2005
€ '000 € '000
Appendix A - Acquisition of subsidiaries (*)
Cash and cash equivalents of subsidiaries acquired 22 342
Working capital (excluding cash and cash equivalents) (6,809) (85)
Investment property (2006 - trading property) 6,786 (15,401)
Long-term loans and liabilities - 20,463
Less- Cash and cash equivalents of subsidiaries acquired (22) (342)
Acquisitions of subsidiaries, net of cash held (23) 4,977
Appendix B - Disposal of Subsidiaries
Cash and cash equivalents of subsidiaries disposed 463 2,655
Working capital (excluding cash and cash equivalents) 37,414 3,065
Long-term deposits 1,047 3,588
Investment property and other assets - 247,072
Long-term loans and liabilities (42,600) (178,212)
Net identifiable assets and liabilities disposed (3,676) 78,168
Cash from sale of subsidiaries 23,776 80,082
Less- Cash and cash equivalents of subsidiaries disposed (463) (2,655)
23,313 77,427
Non cash activities
Forgiveness of loans in consideration for issuance of 17,264 -
ordinary shares
Interest paid 2,867 3,265
Interest received 1,857 788
Income taxes paid 13 19
(*) In 2006 - Company holding trading Properties acquired.
END
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