REG - Secure Property Dev - Half-Year Report <Origin Href="QuoteRef">SPDI.L</Origin> - Part 4
28/09/2017 15:08
- Part 4: For the preceding part double click ID:nRSb1384Sc
Balabino Zaporizhia Land for retail development LLC INTERTERMINALLLC AISI Ilvo 1.402.033 1.517.883
Rozhny Lane Brovary district, Kiev oblast Land for residentialDevelopment SC Secure Capital 1.051.525 1.138.412
Total Ukraine 11.128.636 26.948.193
Innovations Logistic Park Clinceni, Bucharest Warehouse MYRNES INNOVATIONS PARK LIMITEDBEST DAY REAL ESTATE SRL 11.000.000 11.000.000
EOS Business Park Bucharest Office building YAMANO LIMITED SPDI SRL, N-E Real Estate Park First Phase Srl 6.860.000 6.860.000
Residential Portfolio Bucharest Residential apartments(53 in total in 3 complexes) Secure Investment IIDemetiva LimitedDiforio LimitedFrizomo Limited Ketiza LimitedSecRom SrlSecVista SrlSecMon SrlKetiza Srl 4.244.238 4.375.000
Green Lake Bucharest Residential apartments (14 in total) &land for residential development Secure Investment IEdetrio Holdings LimitedEmakei Holdings LimitedIuliu Maniu LimitedRam Real Estate Management LimitedMoselin Investments srlRimasol LimitedRimasol Real Estate SrlAshor Ventures LimitedAshor Develpoment SrlJenby Ventures LimitedJenby Investments SrlEbenem LimitedEbenem Investments Srl 17.919.000 17.919.000
Pantelimon Lake Bucharest Land for residential development Secure Investment IMofben Investments LimitedDelia Lebada Invest srl 4.860.000 4.860.000
Praktiker Craiova Craiova Big Box retail Bluehouse Accession Project IXBluehouse Accession Project IVBlueBigBox 3 srl 7.500.000 7.500.000
GreenLake - Kindergarten Bucharest kindergarten SPDI Real Estate SRL 1.265.000 -
Total Romania 53.648.238 52.514.000
Boyana Sofia Land Boyana Residence ood,Sertland Properties Limited 4.720.000 4.720.000
Total Bulgaria 4.720.000 4.720.000
GED Logistics Athens Warehouse Victini Holdings Limited.SPDI Logistics S.A. 16.500.000 16.500.000
Total Greece 16.500.000 16.500.000
TOTAL 85.996.874 100.682.193
16.4 Investment Property analysis
a. Investment Properties
The following assets are presented under Investment Property: Terminal Brovary (sold during January 2017), Innovations
Logistic park, EOS Business Park, GED Logistics, Praktiker Craiova, the Residential Portfolio (consisting of apartments in
3 complexes), Green Lake parcel K and Green Lake kindergarten as well as all the land assets namely Kiyanovskiy Lane,
Tsymlianskiy Lane, Balabino and Rozny in Ukraine, Pantelimon Lake and Green Lake in Romania as well as the land in Sofia,
Bulgaria (Boyana) which has been reclassified from Inventory within 2016.
30 June 2017 31 Dec 2016
E E
As at the beginning of the reporting period 95.654.207 94.340.471
Acquisitions of investment property (Note 16.2) 1.365.000 -
Disposal of investment Property (Note 16.2) (15.030.762) (2.481.570)
Transfer from Inventory/prepayments made (Note 16.2) - 4.686.000
Revaluation gain/(loss) on investment property (223.517) 613.139
Translation difference (412.288) (1.503.833)
As at the end of the reporting period 81.352.640 95.654.207
b. Investment Properties Under Development
As at 30 June 2017 investment property under development represents the carrying value of Bela Logistic Center property,
which has reached the +10% construction level completion in late 2008 but it is stopped since then.
30 June 2017 31 Dec 2016
E E
As at the beginning of the reporting period 5.027.986 5.125.389
Revaluation on investment property (157.983) 283.654
Foreign translation difference (225.769) (381.057)
As at the end of the reporting period 4.644.234 5.027.986
c. Prepayments made for Investments
From time to time, when the Company acquires a new property, it may proceed with down payment in order to facilitate such
transactions. Movements of such prepayments are presented below for six months period of 2017 and 2016.
30 June 2017 31 Dec 2016
E E
As at the beginning of the reporting period - 100.000
Transfer to long term receivables and prepayments of investments (Note 20) - (100.000)
As at the end of the reporting period - -
17. Disposal of subsidiaries
At 27 January 2017 the SL Logistics Group was sold to a 3rd party for a consideration of USD 3.000.000. The table below
shows the Balance Sheet of the Group at the disposal date.
SL Logistics Group
E
ASSETS
Non-current assets
Investment property 14.900.000
Tangibles and intangibles assets 43.240
Current assets
Prepayments and other current assets 40.740
Cash and cash equivalents 4.693
Total assets 14.988.673
Non-current liabilities
Finance lease liability 235.560
Current liabilities
Borrowings 11.370.804
Trade and other payables 46.366
Deposits from tenants 264.547
Finance lease liability 219
Total liabilities 11.917.496
Net assets disposed 3.071.177
Non-controlling interest -
Net assets acquired attributable to shareholders 3.071.177
Financed by
Cash consideration received 2.849.187
Loss on disposal of subsidiaries (221.990)
In late January 2017 the Group completed the sale transaction of the Terminal Brovary Logistics Park to Temania Enterprises
Ltd (company related to Rozetka Group). The transaction was concluded at a Gross Asset Value of over USD 16 (or ~E15)
million (before the deduction of the outstanding EBRD loan, which was transferred to the buyer, while the SPDI guarantee to
EBRD loan was cancelled. The transaction generated a profit for SPDI of ~E2,7 million, already included in the 2016
financial statements by way of presenting the property at a fair value equal to the transaction value, as well as a cash
inflow of more than ~E3million. As part of the transaction the Group also sold SL SECURE Logisitcs Ltd, thus transferring
its loan towards Terminal Brovary to the buyer.
The intercompany loans provided by SC Secure Capital Limited to Terminal Brovary (Note 36.3) incurred an aggregate
non-realized exchange loss of E37.567.055, due to the UAH devaluation which took place from the date of acquisitions (in
2006). Under the IAS 21 paragraph 48, when a foreign operation is disposed of, the cumulative amount of the exchange
differences recognized in other comprehensive income and accumulated in the separate component of equity relating to that
foreign operation shall be recognized in profit or loss upon disposal (Note 14b).
18. Investments in associates
30 June 2017 31 Dec 2016
E E
Cost of investment in associates at the beginning of the period 5.217.310 4.887.944
Share of profits /(losses) from associates 173.935 469.248
Dividend Income (231.367) (127.569)
Foreign exchange difference 185.348 (12.313)
Total 5.345.226 5.217.310
Dividend Income reflects dividends received from Delenco srl, owner of the Delea Nuova building, where the Group maintains
a 24,35% participation.
As at 30 June 2017, the Group's interests in its associates and their summarised financial information, including total
assets at fair value, total liabilities, revenues and profit or loss, were as follows:
Property Name Associates Total assets Total liabilities Profit/(loss) Holding Share of profits from associates Country Asset type
E E E % E
Delea Nuova Lelar Holdings Limited and S.C. Delenco Construct S.R.L. 25.144.135 (3.196.096) 714.194 24,354% 173.935 Romania Office building
Green Lake - Phase A Green Lake Development Srl 12.466.198 (13.235.565) 62.356 40,35% - Romania Residential assets
Total 37.610.333 (16.431.661) 776.550 173.935
The share of profit from the associate GreenLake Delevopment Srl was limited up to the interest of the Group in the
associate.
19. Tangible and intangible assets
As at 30 June 2017 the intangible assets were composed of the capitalized expenditure on the Enterprise Resource Planning
system (Microsoft Dynamics-Navision) in the amount of E103.193. Amortization amounting to E79.456 was recognized during
period as the system was already in use.
As at 30 June 2017 and 31 December 2016 the tangible non-current assets mainly consisted of the machinery and equipment
used for the servicing the Group's investment properties in Ukraine and Romania.
20. Long Term Receivables and prepayments
30 June 2017 31 Dec 2016
E E
Long term receivable 296.814 251.181
Prepayment for Investments - 100.000
Total 296.814 351.181
Long term receivable mainly includes the cash collateral from Piraeus Leasing and guarantee deposit from the new tenant in
Innovation Logistic Park.
21. Inventories
30 June 2017 31 Dec 2016
E E
As at the beginning of the reporting period 5.028.254 11.300.000
Sale of Inventory (215.704) (1.522.233)
Transfer to Investment Property - (4.686.000)
Impairment of inventory - (63.513)
As at the end of the reporting period 4.812.550 5.028.254
The residential portfolio in Boyana, Sofia, Bulgaria is classified as Inventory.
During 2016 after a decision of the Board of Directors of Boyana to change the initial plan for construction in the land
and hold this land for capital appreciation, E4.686.000 which related to the land that was transferred to Investment
Properties (Note 16.2) and since then is treated under IAS 40.
22. Available for sale financial assets
In Q3-2016, as a result of the vendor (BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L) of BIGBLUEBOX 3 (Praktiker
Craiova) requesting redemption of the 8.618.997 Secured Redeemable Convertible Preference Class B Shares ("RCPS"), the
Company transferred, the security, its 20% participation over Autounion to the said vendor. Although there is a difference
appearing as a liability to the vendor (Note 29), the Group is in negotiation as to the final settlement amount and the
method of payment.
30 June 2017 31 Dec 2016
E E
As at the beginning of the reporting period - 2.783.535
Disposal of AFS investment - (2.783.535)
As at the end of the reporting period - -
As a result of Autounion transfer a net loss of E206.491 was recognized in the Group's consolidated statement of
comprehensive income for 2016. The amount reflects the aggregate book value of 20% interest in Autounion E2.783.535 plus
the assigned loan including accumulated interest up to the disposal date amounting to E1.968.486 minus the accumulated fair
value gain in the amount of E485.529 that was initially recognised in equity and recycled to the loss of the year as of the
disposal date minus a pledged value of E4.060.000. The total remaining liability recognized at the reporting date to the
vendor amounts to E2.521.211 (Note 29).
23. Prepayments and other current assets
30 June 2017 31 Dec 2016
E E
Trade and other receivables 1.292.470 992.482
Loan to associates ( Note 36.4) 268.755 264.110
Loan receivable from 3rd parties 1.500.000 1.000.000
VAT and other tax receivable 474.570 378.455
Deferred expenses 204.629 159.866
Receivables from related parties 192.196 7.284
Allowance for impairment of prepayments and other current assets (23.769) (23.836)
Total 3.908.851 2.778.361
Trade and other receivables mainly include receivables from tenants (including the Greek electricity grid administrator)
and prepayments made for services.
Loan to associates reflects a loan receivable from Green Lake Development SRL, holding company of Green Lake Phase A.
Loan receivable from 3rd party represents an amount provided as an advance payment for acquiring a participation into an
investment property and has a maturity date 30 June 2018.
VAT receivable represent VAT which is refundable in Romania Cyprus and Ukraine.
Deferred expenses mainly represent legal, advisory, consulting and marketing expenses related to ongoing share capital
increase and due diligence expenses related to the possible acquisition of investment properties in the near future.
Receivable from related parties mainly includes dividend receivable from Delenco srl which amounts to E121.772, an
associate company, decided in July/ August 2017 but not yet received and the remaining represents loan receivable from
affiliated entities.
24. Cash and cash equivalents
Cash and cash equivalents represent liquidity held at banks.
E 30 June 2017 31 Dec 2016
E E
Cash with banks in USD 190.470 17.670
Cash with banks in EUR 1.186.694 152.742
Cash with banks in UAH 704 31.744
Cash with banks in RON 443.993 1.319.686
Cash with banks in BGN 2.172 179.165
Cash equivalents 28.513 -
Total 1.852.546 1.701.007
25. Share capital
Number of Shares
30 June 2017 31 Dec 2016
Authorised
Ordinary shares of E0,01 989.869.935 989.869.935
Total equity 989.869.935 989.869.935
Redeemable Preference Class A Shares of E0,01 785.000 785.000
Redeemable Preference Class B Shares of E0,01 8.618.997 8.618.997
Total 999.273.932 999.273.932
Issued and fully paid
Ordinary shares of E0,01 103.589.550 90.014.723
Total equity 103.589.550 90.014.723
Redeemable Preference Class A Shares of E0,01 - -
Redeemable Preference Class B Shares of E0,01 - -
Total 103.589.550 90.014.723
Value (E)
30 June 2017 31 Dec 2016
E E
Authorised
Ordinary shares of E0,01 9.898.699 9.898.699
Total equity 9.898.699 9.898.699
Redeemable Preference Class A Shares of E0,01 7.850 7.850
Redeemable Preference Class B Shares of E0,01 86.190 86.190
Total 9.992.739 9.992.739
Issued and fully paid
Ordinary shares of E0,01 1.035.893 900.145
Total equity 1.035.893 900.145
Redeemable Preference Class A Shares of E0,01 - -
Redeemable Preference Class B Shares of E0,01 - -
Total 1.035.893 900.145
25.1 Authorised share capital
As at the end of 2016 the authorized share capital of the Company was 989.869.935 Ordinary Shares of E0,01 nominal value
each, 785.000 Redeemable Preference Class A Shares of E0,01 nominal value each and 8.618.997 Redeemable Preference Class B
Shares of E0,01 nominal value each.
No changes were effected during the reporting period as far as the authorized share capital of the Company is concerned and
therefore at the end of the reporting period the authorized share capital of the Company remained at 989.869.935 Ordinary
Shares of E0,01 nominal value each, 785.000 Redeemable Preference Class A Shares of E0,01 nominal value each and 8.618.997
Redeemable Preference Class B Shares of E0,01 nominal value each. Yet the Company is in process to cancel the Class A and
Class B Redeemable Preference Shares (Note 25.5), a process that will be completed in 2017.
25.2 Issued Share Capital
As at the end of 2016 the issued share capital of the Company was as follows:
a) 90.014.723 Ordinary Shares of E0,01 nominal value each,
b) 392.500 Redeemable Preference Class A Shares of E0,01 nominal value each,
c) 8.618.997 Redeemable Preference Class B Shares of E0,01 nominal value each.
During the reporting period the Company issued the following shares:
a) On 28th April the Company approved and proceeded with the issue of 626.133 new ordinary shares to the Non-executive
directors of the Company who were in office in 2015 in lieu of fees accrued in 2015 as well as to an adviser in lieu of
fees for services offered in 2017.
b) On 30th June the Company announced that it had received valid notices of full exercise from holders of Class B warrants
that were issued in August 2011 and the Company approved and proceeded with the issue of 12.948.694 new ordinary shares.
As at the end of the reporting period the issued share capital of the Company was as follows:
a) 103.589.550 Ordinary Shares of E0,01 nominal value each,
b) 392.500 Redeemable Preference Class A Shares of E0,01 nominal value each, subject to cancellation during 2017 (Note
25.5),
c) 8.618.997 Redeemable Preference Class B Shares of E0,01 nominal value each, subject to cancellation during 2017 (Note
25.5).
In respect of the Class A Redeemable Preference Shares, issued in connection to the Innovations acquisition and the Class B
Redeemable Preference Shares, issued in connection to the acquisition of Craiova Praktiker, following the holders of such
shares notifying the Company on their intent to redeem within 2016, the Company:
- actually proceeded in effecting full redemption of the Class A shares (392.500) which was finalized in Q1-2017 while the
process of cancelling them will be concluded within 2017
- for the Class B Redeemable Preference Shares, in lieu of redemption the Company gave its 20% holding in Autounion (Note
22) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L and has been
negotiating the resulting difference (if any) for a final settlement. As soon as the case is settled, the Company will
proceed with the cancelation of the Class B Redeemable Preference Shares.
25.3 Option schemes
A. Under the scheme adopted in 2007, each of the directors serving at the time, who is still a Director of the Company
is entitled to subscribe for 2.631 Ordinary Shares exercisable as set out below:
Exercise Price Number of
US$ Shares
Exercisable until 1 August 2017 57 1.754
Exercisable until 1 August 2017 83 877
The Company received no notice for exercising the options and as a result as of the date of issuance of this report the
options have expired.
B. Under a second scheme also adopted in 2007, director Franz M. Hoerhager is entitled to subscribe for 1.829 ordinary
shares exercisable as set out below:
Exercise Price Number of
GBP Shares
Exercisable until 1 August 2017 40 1.219
Exercisable until 1 August 2017 50 610
The Company received no notice for exercising the options and as a result as of the date of issuance of this report the
options have expired.
C. Under a scheme adopted in 2015, pursuant to an approval by the AGM of 31/12/2013, the Company proceeded in 2015 in
issuing 590.000 options to its employees, as a reward for their effort and support during the previous year. Each option
entitles the Option holder to one Ordinary Share. Exercise price stands at GBP 0,15. The Option holders lose and thus may
not exercise any option from the moment they cease to offer their services to the Company. The CEO and the CFO of the
Company did not receive any options.
a. 147.500 Options may be exercised within 2016. Out of the Options that were to be exercised in 2016, none were
exercised and the options expired.
b. 147.500 Options may be exercised within 2017,
c. 295.000 Options may be exercised within 2018.
The Company considers that all option schemes are currently out of the money and consequently has not made any relevant
provision.
25.4 Class B Warrants issued
On 8 August 2011 the Company issued an amount of Class B Warrants for an aggregate corresponding to 12,5% of the issued
share capital of the Company after the exercise date. The Class B Warrants may be exercised at any time until 30 June 2017.
The exercise price of the Class B Warrants will be the nominal value per Ordinary Share as at the date of exercise. The
Class B Warrant Instruments have anti-dilution protection so that, in the event of further share issuances by the Company,
the number of Ordinary Shares to which the holder of a Class B Warrant is entitled will be adjusted so that he receives the
same percentage of the issued share capital of the
Company (as nearly as practicable), as would have been the case had the issuances not occurred. This anti-dilution
protection will freeze on the earlier of (i) the expiration of the Class B Warrants; and (ii) capital increase(s)
undertaken by the Company generating cumulative gross proceeds in excess of USD 100.000.000. As of 30 June 2017 the Company
received valid notices of full exercise from holders of Class B warrants that were issued in August 2011 and the Company
approved and proceeded with the issue of 12.948.694 new ordinary shares.
25.5 Capital Structure as at the end of the reporting period
As at the reporting date the Company's share capital is as follows:
Number of (as at) 30 June 2017 (as at) 31 December 2016
Ordinary shares of E0,01 Issued and Listed in AIM 103.589.550 90.014.723
Class A Warrants -
Class B Warrants - 12.859.246
Total number of Shares Non-Dilutive Basis 103.589.550 90.014.723
Total number of Shares Full Dilutive Basis 103.589.550 102.873.969
Options 4.460 4.460
Redeemable Preference Class A Shares
The Redeemable Preference Class A Shares which do not have voting or dividend rights where issued as part of the Innovation
acquisition purchase consideration. As at the reporting date all of the Redeemable Shares Class A shares have been redeemed
and the Company will proceed in their cancellation within 2017.
Redeemable Preference Class B Shares
The Redeemable Preference Class B Shares, issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L as part of the
Praktiker Craiova asset acquisition do not have voting rights but have economic rights at par with ordinary shares. As at
the reporting date all of the Redeemable Shares Class B have been redeemed (Note 25.5) but the Company is in discussions
with the vendor in respect of a final settlement (Note 22).
26. Foreign Currency Translation Reserve
Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted by
entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents
unrealized profits or losses related to the appreciation or depreciation of the local currencies against the EUR in the
countries where the Company's subsidiaries' functional currencies are not EUR.
27. Non-Controlling Interests
Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:
Non-controlling interest portion
Group Company 30 June 2017 31 Dec 2016
% %
LLC Almaz-Press-Ukraine 45,00 45,00
Ketiza Limited 10,00 10,00
Ketiza Srl 10,00 10,00
Ram Real Estate Management Limited 50,00 50,00
Iuliu Maniu Limited 55,00 55,00
Moselin Investments Srl 55,00 55,00
Rimasol Enterprises Limited 55,76 55,76
Rimasol Real Estate Srl 55,76 55,76
Ashor Ventures Limited 55,76 55,76
Ashor Development Srl 55,76 55,76
Jenby Ventures Limited 55,70 55,70
Jenby Investments Srl 55,70 55,70
Ebenem Limited 55,70 55,70
Ebenem Investments Srl 55,70 55,70
Delia Lebada Invest Srl 35,00 35,00
SPDI Real Estate SRL 50,00 -
28. Borrowings
Property 30 June 2017 31 Dec 2016
E E
European Bank for Reconstruction and Development ("EBRD") Terminal Brovary - 11.551.023
Banca Comerciala Romana /Tonescu Finance Monaco Towers 924.562 924.562
Bancpost SA Blooming House 1.245.657 1.245.657
Alpha BankRomania Romfelt Plaza 809.919 809.919
Alpha Bank Romania EOS Business Park 882.599 991.000
Bancpost SA Green Lake - Parcel K 3.092.926 3.092.926
Alpha Bank Bulgaria Boyana 2.404.186 2.680.492
Alpha Bank Bulgaria Boyana/Sertland 678.162 693.514
Bank of Cyprus Delia Lebada/Pantelimon 4.569.725 4.569.725
Eurobank Ergasias SA SPDI Logistics 11.481.220 11.726.960
Piraeus Bank SA Green Lake-Phase 2 2.525.938 2.525.938
Marfin Bank Romania Praktiker Craiova 4.400.128 4.502.128
Bancpost SA Green Lake/Kindergarten 944.458 -
Loans by non-controlling shareholders - 359.134
Loans from related parties (Note 36.5) 464.134 -
Overdrafts 1.160 2.062
Total principal of bank and non-bank Loans 34.424.774 45.675.040
Restructuring fees and interest payable to EBRD - 29.898
Interest accrued on bank loans 2.783.553 2.723.889
Interests accrued on non-bank loans 161.118 46.627
Total 37.369.445 48.475.454
30 June 2017 31 Dec 2016
E E
Current portion 15.996.238 31.580.299
Non-current portion 21.373.207 16.895.155
Total 37.369.445 48.475.454
SecMon Real Estate Srl (2011) entered into a loan agreement with Banca Comerciala Romana for a credit facility for
financing part of the acquisition of the Monaco Towers Project apartments. As of the end of the reporting period the
balance of the loan was E924.562 and bears interest of EURIBOR 3M plus 5%. In June 2016, Banca Comerciala Romana has
assigned the loan, all rights and securities to Tonescu Finance SRL. The loan, which is currently expired, is secured by
all assets of SecMon Real Estate Srl as well as its shares. The Group is in discussions with Tonescu Finance SRL for a
potential restructuring.
Ketiza Real Estate Srl entered (2012) into a loan agreement with Bancpost SA for a credit facility for financing the
acquisition of the Blooming House Project and 100% of the remaining (without VAT) construction works of Blooming House
project. As of the end of the reporting period the balance of the loan was E1.245.657. The loan bears interest of EURIBOR
3M plus 3,5% and matures in June 2017. The Group is in discussions for extending the loan to 2020. The bank loan is secured
by all assets of Ketiza Real Estate Srl as well as its shares and is being repaid through sales proceeds.
SecRom Real Estate Srl entered (2009) into a loan agreement with Alpha Bank Romania for a credit facility for financing
part of the acquisition of the Doamna Ghica Project apartments. As of the end of the reporting period, the balance of the
loan was E809.919, bears interest of EURIBOR 3M+5% and is repayable on the basis of investment property sales. The loan had
a maturity date in March 2017 and the Group has been in discussions with the lender for a restructuring. Following an
agreement with the bank the loan was extended in Q1-2017 for another 4 years. The loan is secured by all assets of SecRom
Real Estate Srl as well as its shares and is being repaid through sales proceeds.
SecVista Real Estate Srl entered (2011) into a loan agreement with Raiffeisen Bank Romania for a credit facility for
financing part of the acquisition of the Linda Residence Project apartments. Due to a bulk sale of all the apartment units
of the said project in 2016, the loan was fully repaid in May 2016 and an amount of E324.695 was written off (Note 11b and
13).
Moselin Investments Srl (2010) entered into a construction loan agreement with Bancpost SA covering the construction works
of Parcel K Green Lake project. As of the end of the reporting period the balance of the loan was E3.092.926 and bears
interest of EURIBOR 3M plus 5%. The loan is repayable from the sales proceeds while it matures in June 2017. The Group is
in discussions for extending the loan to 2022. The loan is secured with the property itself and the shares of Moselin
Investments Srl and is being repaid through sales proceeds.
Boyana Residence ood entered (2011) into a loan agreement with Alpha Bank Bulgaria for a construction loan related to the
construction of the Boyana Residence project (finished in 2014). As of the end of the reporting period the balance of the
loan was E2.680.492 and bears interest of EURIBOR 3M plus 5,75%. The loan maturity was extended following negotiation with
the bank to March 2019. The loan currently is being repaid through sales proceeds. The facility is secured through a
mortgage over the property and a pledge over the company's shares as well as those of Sertland Properties Limited. The
Company has provided corporate guarantees for this loan.
Sertland Properties Limited entered (2008) into a loan agreement with Alpha Bank Bulgaria for an acquisition loan related
to the acquisition of 70% of Boyana Residence ood. As of the end of the reporting period the balance of the loan was
E678.162 and bears interest of EURIBOR 3M plus 5,75%. The loan maturity was extended following negotiation with the bank to
March 2019. The loan currently is being repaid through sales proceeds of Boyana Residence apartments. The loan is secured
with a pledge on company's shares, and a corporate guarantee by SEC South East Continent Unique Real Estate (Secured)
Investments Limited.
Delia Lebada Invest Srl, a subsidiary, entered into a loan agreement with the Bank of Cyprus Limited in 2007 to effectively
finance a leveraged buy-out of the subsidiary by the Group. The principal balance of the loan as at the end of the
reporting period was E4.569.725 (without any accrued interest and default penalty). As the loan was in default the bank has
initiated insolvency procedures to take over the Pantelimon lake asset. The Company has provided corporate guarantees for
this loan. As of July 2017 the debt has been settled and the guarantee has been cancelled (Note 40.1)
SPDI Logistics SA entered (April 2015) into a loan agreement with EUROBANK SA to refinance the existing debt facility
related to GED Logistics terminal. As of the end of the reporting period the balance of the loan is E11.481.220 and bears
interest of EURIBOR 6M plus 3,2%+30% of the asset swap. The loan is repayable by 2022, has a balloon payment of E8.660.000
and is secured by all assets of SPDI Logistics SA as well as its shares.
SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank (since
2007) for the acquisition of the Green Lake project land in Bucharest Romania. As of the end of the reporting period the
balance of the loan was E2.525.938 (without any accrued interest and default penalty) and bears interest of EURIBOR 3M plus
4% plus the Greek law 128/78 0,6% contribution. The loan matured in February 2017 and the Group is in discussions with the
bank for prolongation of the term of facility to 2022.
BlueBigBox3 srl (Praktiker Craiova) has a loan agreement with Marfin Bank Romania. As of the end of the reporting period
the balance of the loan was E4.400.128 and bears interest of EURIBOR 6M plus 5% and 3M plus 4,5%. The loan which is
repayable by 2025 with a balloon payment of E2.159.628 and is secured by the asset as well as the shares of BlueBigBox3
srl.
N-E Real Estate Park First Phase SRL entered in 2016 into a loan agreement with Alpha Bank Romania for a credit facility of
E1.000.000 for working capital purposes. As of the end of the reporting period, the balance of the loan was E882.599, bears
interest of EURIBOR 1M+4,5% and is repayable from the free cash flow resulting from the rental income of the related
property. The loan matures in April 2024 and is secured by a second rank mortgage over assets of N-E Real Estate Park First
Phase SRL as well as its shares.
SPDI Real Estate SRL (Kindergarten) has a loan agreement with Bancpost SA Romania. As of end of the reporting period the
balance of the loan was E944.458 and bears interest of Euribor 3m plus 4,6% per annum. The loan is repayable by 2019.
Other non-bank borrowing includes borrowings from non-controlling interests. During the last eight years and in order to
support the GreenLake project the non-controlling shareholders of Moselin and Rimasol Limited (other than the Group) have
contributed their share of capital injections by means of shareholder loans. The loans bear interest between 5% and 7%
annually and were repayable in 2016 and 2017.
Other non-bank borrowing includes also loans from related parties were provided as bring financing for future properties
acquisitions.
29. Trade and other payables
The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.
30 June 2017 31 Dec 2016
E E
Payables to third parties 3.736.262 4.734.924
Payables to related parties (Note 36.2) 876.025 1.146.150
Deferred income from tenants current 44.522 635.240
Accruals 240.215 536.160
Payables due for construction 429.336 436.819
Total 5.326.360 7.489.293
30 June 2017 31 Dec 2016
E E
Current portion 4.888.555 7.038.170
Non - current portion 437.805 451.123
Total 5.326.360 7.489.293
Payables to third parties represents: a)payables due to Bluehouse Capital as a result the Redeemable Convertible Class B
share redemption (Note 23) that are under negotiation for a final settlement and b) amounts payable to various service
providers including auditors, legal advisors, consultants and third party accountants related to the current operations of
the Group.
Payables to related parties represent amounts due to board of directors and board committee members and accrued management
remuneration as well as the balances with Secure Management Ltd and Grafton Properties (Note 36.2).
Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities
charges.
Accruals mainly include the accrued, administration fees, accounting fees, facility management and other fees payable to
third parties.
Payables for construction represent amounts payable to the contractor of Bela Logistic Center in Odessa. The settlement was
reached in late 2011 on the basis of maintaining the construction contract in an inactive state (to be reactivated at the
option of the Group), while upon reactivation of the contract or termination of it (because of the sale of the asset) the
Group would have to pay an additional UAH 5.400.000 (~USD 160.000) payable upon such event occurring. Since it is uncertain
when the latter amount is to be paid, it has been discounted at the current discount rates in Ukraine and is presented as a
non-current liability. Payables for construction also include an amount of ~E245.000 payable to Boyana's constructor which
has been withheld as Good Performance Guarantee.
30. Deposits from Tenants
30 June 2017 31 Dec 2016
E E
Deposits from tenants non-current 215.526 217.328
Deposits from tenants current - 271.019
Total 215.526 488.347
Deposits from tenants appearing under non-current liabilities include the amounts received from the tenants of Innovations
Logistics Park, EOS Business Park, Craiova Praktiker, GED Logistics and companies representing residential segment as
advances/guarantees and are to be reimbursed to these clients at the expiration of the lease agreements. Deposits from
tenants appearing under current liabilities in 2016 include the deposits from the Terminal Brovary Logistics tenants of
Park that have been set off during the sale of the asset.
31. Provisions and Taxes Payables
30 June 2017 31 Dec 2016
E E
Corporate income tax 539.297 648.825
Defence tax 29.920 29.918
Other taxes including VAT payable 375.948 468.275
Provision (Notes 37.3) 742.098 742.166
Total Provisions and Tax Liabilities 1.687.263 1.889.184
Corporate income tax represents taxes payable in Cyprus, Greece and Romania.
Other taxes represent local property taxes and VAT payable in Ukraine, Romania, Greece, Bulgaria and Cyprus.
32. Finance Lease Liabilities
As at the reporting date the finance lease liabilities consist of the non-current portion of E10.635.551 and the current
portion of E373.107 (31 December 2016: E11.081.379 and E301.409, accordingly).
30 Jun 2017 (E) Note Minimum lease payments Interest Principal
Less than one year 39.2 & 39.6 893.003 523.431 369.572
Between two and five years 3.564.769 1.875.638 1.689.131
More than five years 10.219.265 1.273.784 8.945.482
14.677.037 3.672.853 11.004.185
Accrued Interest 4.473
Total Finance Lease Liabilities 11.008.658
31 Dec 2016 (E) Note Minimum lease payments Interest Principal
Less than one year 39.2 & 39.6 961.744 665.796 295.948
Between two and five years 3.754.280 2.138.258 1.616.022
More than five years 11.822.949 2.477.889 9.345.060
16.538.973 5.281.943 11.257.030
Accrued Interest 125.758
Total Finance Lease Liabilities 11.382.788
32.1 Land Plots Financial Leasing
The Group rents in Ukraine land plots classified as finance leases. Lease obligations are denominated in UAH. The fair
value of lease obligations approximate to their carrying amounts as presented above. Following the appropriate discounting
finance lease liabilities are carried at E52.600 under current and non-current portion. The Group's obligations under
finance leases are secured by the lessor's title to the leased assets.
32.2 Sale and Lease Back Agreements
A. Innovations Logistic Park
In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Srl, through
a sale and lease back agreement with Piraeus Leasing Romania SA. As of the end of the reporting period the balance is
E7.232.475, bearing interest rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches until 2026 with a
balloon payment of E5.244.926. At the maturity of the lease agreement Best Day SRL will become owner of the asset.
Under the current finance lease agreement the collaterals for the facility are as follows:
1. Best Day SRL pledged its future receivables from its tenants.
2. Best Day SRL pledged its shares.
3. Best Day SRL pledged all current and reserved accounts opened in Piraeus Leasing, Romania.
4. Best Day SRL is obliged to provide cash collateral in the amount of E250.000 in Piraeus Leasing Romania, which
had been deposited as follows, half in May 2014 and half in May 2015.
5. SPDI provided a corporate guarantee in favor of the bank towards the liabilities of Best Day SRL arising from the
sale and lease back agreement.
In late February 2017 the Group finally agreed and signed (following extensive discussions) an amended sale and lease back
agreement with the Piraeus Leasing Romania for Innovations Logistics Park in Bucharest, governing the allocation of the
Nestle Romania, early termination fee of ~E1,6 million payable to SPDI .
B. EOS Business Park
In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by N-E Real Estate Park First
Phase SRL, through a sale and lease back agreement with Alpha Bank Romania SA. As of the end of the reporting period the
balance is E3.723.583 bearing interest rate at 3M Euribor plus 5,25% margin, being repayable in monthly tranches until 2024
with a balloon payment of E2.546.600. At the maturity of the lease agreement by N-E Real Estate Park First Phase SRL will
become owner of the asset.
Under the current finance lease agreement the collaterals for the facility are as follows:
1. N-E Real Estate Park First Phase SRL pledged its future receivables from its tenants.
2. N-E Real Estate Park First Phase SRL pledged Bank Guarantee receivables from its tenants.
3. N-E Real Estate Park First Phase SRL pledged its shares.
4. N-E Real Estate Park First Phase SRL pledged all current and reserved accounts opened in Alpha Bank Romania SA.
5. N-E Real Estate Park First Phase SRL is obliged to provide cash collateral in the amount of E300.000 in Alpha
Bank Romania SA, starting from October 2019.
6. SPDI provided a corporate guarantee in favor of the bank towards the liabilities of N-E Real Estate Park First
Phase SRL arising from the sales and lease back agreement.
33. Restructuring of the business
During 2016 the non-controlling shareholders of Moselin, Iuliu Maniu, Ram, Rimasol Ltd, Rimasol SRL, Ashor Limited, Ashor
SRL, Ebenem Limited, Ebenem SRL, Jenby Limited and Jenby SRL (in agreement with the Group) agreed to capitalize the bigger
part of their capital injections by means of shareholder loans and payables effected from 2008 onwards. An amount of
E6.641.997 from such loans and payables have been transferred to the equity section while the process of capitalization
will be finalized within 2017.
34. Earnings and net assets per share attributable to equity holders of the parent
a. Weighted average number of ordinary shares
30 June 2017 31 Dec 2016 30 Jun 2016
Issued ordinary shares capital 103.589.550 90.014.723 90.014.723
Weighted average number of ordinary shares (Basic) 90.246.672 90.014.723 90.014.723
Diluted weighted average number of ordinary shares 103.056.840 102.873.969 102.873.969
b. Basic diluted and adjusted earnings per share
Earnings per share 30 Jun 2017 30 Jun 2016
E E
Profit/(loss) after tax attributable to owners of the parent (39.285.649) (309.941)
Basic (0,44) (0,00)
Diluted (0,38) (0,00)
c. Net assets per share
Net assets per share 30 June 2017 31 Dec 2016 30 Jun 2016
E E
Net assets attributable to equity holders of the parent 39.524.722 38.924.809 41.318.809
Number of ordinary shares 103.589.550 90.014.723 90.014.723
Diluted number of ordinary shares 103.589.550 102.873.969 102.873.969
Basic 0,38 0,43 0,46
Diluted 0,38 0,38 0,40
35. Segment information
All commercial and financial information related to the properties held directly or indirectly by the Group is being
provided to members of executive management who report to the Board of Directors. Such information relates to rentals,
valuations, income, costs and capital expenditures. The individual properties are aggregated into segments based on the
economic nature of the property. For the reporting period the Group has identified the following material reportable
segments:
Commercial-Industrial
· Warehouse segment - GED Logistics, Innovations Logistics Park, Terminal Brovary Logistics Park
· Office segment - Eos Business Park - Delea Nuova (Associate)
· Retail segment - Craiova Praktiker
Residential
· Residential segment
Land Assets
· Land assets
There are no sales between the segments.
Segment assets for the investment properties segments represent investment property (including investment properties under
development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings,
finance lease liabilities and deposits from tenants.
Profit and Loss for the period ended 30 June 2017
Warehouse Office Retail Residential Land Plots Total
E E E E E E
Segment
Rental income 941.287 290.636 300.342 75.205 2.170 1.609.640
Service charges and utilities income 50.033 36.503 6.799 93.335
Property management income 928.698 119.030 1.047.728
Sale of electricity 162.806 162.806
Sales income 307.227 307.227
Cost of sales (346.470) (346.470)
Valuation gains/(losses) from investment property (68.961) 19.357 21.163 12.345 (365.403) (381.499)
Gain on acquisition of the asset 15.193 15.193
Share of profits/(losses) from associates 173.935 173.935
Asset operating expenses (176.209) (36.109) (50.347) (24.983) (73.960) (361.608)
Segment EBITA 1.837.654 484.322 271.158 157.547 (430.394) 2.320.287
Administration expenses (1.091.683)
Other (expenses)/income, net (665)
Finance income 9.841
Interest expenses (983.192)
Other finance costs (41.509)
Foreign exchange losses, net (1.733.039)
Income tax expense (21.085)
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