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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Dci Advisors Ltd | LSE:DCI | London | Ordinary Share | VGG2803G1028 | COM SHS EUR0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 4.75 | 4.50 | 5.00 | 4.75 | 4.75 | 4.75 | 0.00 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Real Estate Agents & Mgrs | 318k | -6.92M | -0.0077 | -6.17 | 42.97M |
From Apr 2019 to Apr 2024
TIDMDCI
RNS Number : 7515C
Dolphin Capital Investors Limited
30 June 2016
30 June 2016
DOLPHIN CAPITAL INVESTORS LIMITED
("DCI" or "Dolphin" or the "Company" and together with its subsidiaries the "Group")
Annual Financial Results for the year ended 31 December 2015 and Trading Update
Dolphin Capital, a leading investor in high-end residential resorts in the eastern Mediterranean, Dominican Republic and Panama, listed on the London Stock Exchange AIM market, is pleased to announce results for the year ended 31 December 2015 and to provide a Trading Update on its operations.
Key points:
-- Gross Assets of EUR911 million (2014: EUR1,006 million), including Dolphin's share of Aristo Developers' (Aristo) deferred tax liabilities (DTL).
-- Total Group Net Asset Value of EUR545 million before DTL of EUR63 million (2014: EUR644 million)
o NAV reduction principally due to EUR55 million reduction in Greek asset values, EUR44 million arising from DCI's 49.8% share of losses from its interest in Aristo, a further EUR22 million impairment charge in other territories, and financial and operating expenses.
o Impact partly offset by the capital increase of EUR73.5 million, net of expenses, in June 2015 and by the appreciation of the Americas properties due to the devaluation of the Euro against the Dollar by around 11.5%.
-- Sterling NAV per share before DTL of 44p (2014: 78p) mainly driven by issuance of 262,186,689 new common shares at 21p, the other factors mentioned above and by a 5.8% appreciation of Sterling versus the Euro.
-- Revenues of EUR51.9 million (2014: EUR41.2 million).
-- Total Debt of EUR232 million (2014: EUR240 million) with a Group total debt to gross asset ratio of 26%. The remaining US$16.7 million of the 2016 Convertible Bonds, which matured on 31 March 2016, were repaid in full.
-- Aristo reached a final agreement for the swap of its total c. EUR283 million debt with Bank of Cyprus, in exchange for certain Aristo assets (including most of its Venus Rock project), a transaction that will leave Aristo with c.EUR443 million of assets and c. EUR110 million of debt.
-- Unrestricted cash as of 31 December 2015: EUR37.9 million. As of 31 May 2016, unrestricted cash was approximately EUR7 million and additional restricted cash for use only towards the development of the Amanzoe project was approximately EUR4.1 million.
-- To improve the liquidity position of the Group, the Company is considering proposals for credit facilities. If completed, these are expected to provide adequate liquidity for the Company's activities until at least December 2017.
-- Additionally, a Memorandum of Understanding (MoU) has been signed for the sale of the Company's 78% holding in Sitia Bay for EUR17.2 million, a transaction which, if completed, would provide further liquidity to the Group.
-- Working with Houlihan Lokey on strategies to maximise shareholder value and to improve liquidity, including joint ventures, divestments and project fundings.
Commenting, Andrew Coppel, the recently appointed non-executive chairman of Dolphin's Board of Directors, said:
"2015 was a transformational year for DCI with significant changes to the Board of Directors, the adoption of a new and refocused strategy, the restructuring of the Management Agreement with Dolphin Capital Partners ("DCP"), a EUR75 million equity fundraising and the milestone opening of Amanera in the Dominican Republic.
"The Board of Directors is focused on the implementation of the Company's strategy and is working with DCP to robustly manage the operations, accelerate villa sales, generate value from asset divestments, increase working capital and develop its core projects through joint venture agreements and/or project financing.
There is much yet to achieve but we believe that our highly attractive portfolio has significant potential for value creation over the medium term."
Miltos Kambourides, Founder of Dolphin and Managing Partner of DCP, said:
"The escalation of the Greek sovereign debt and banking crises in mid-2015 largely affected the revaluation of the portfolio this year, although this was partially offset by the diversification of our portfolio and the permitting and development advancements achieved during the year, including the opening of Amanera in November 2015 which was an important milestone in the Company's evolution.
Our focus remains on maximising value for the shareholders, through securing funding for the next phases of Kilada Hills Golf Resort, Kea Resort and Pearl Island and the monetisation of our non-core assets."
Hard copies of the 2015 Annual Report and Accounts were posted to shareholders.
For a hard copy of the 2015 Annual Report and Accounts, please contact:
Eleni Florou: ef@dolphincp.com
For further information, please contact:
Hot Features
Premium
Dolphin Capital Investors
Andrew M. Coppel, CBE +44 (0) 7785 577023
Dolphin Capital Partners
Miltos E. Kambourides miltos@dolphincp.com
Panmure Gordon
(Broker)
Richard Gray / Dominic Morley
/ Andrew Potts +44 (0) 20 7886 2500
Grant Thornton UK LLP
(Nominated Adviser)
Philip Secrett +44 (0) 20 7383 5100
Instinctif
(PR Communications Adviser)
Mark Garraway +44 20 7457 2007
A. Chairman's Statement
I am pleased to report Dolphin's annual results for the year ended 31 December 2015.
2015 was a transformational year for DCI with significant changes to the Company's Board of Directors, the adoption of a new refocused strategy, the restructuring of the management agreement with DCP, a EUR75 million equity fundraising and the opening of Amanera in the Dominican Republic.
On 1 March 2016, following the resignations of Laurence Geller, David Heller and Justin Rimmel, I was appointed as the Independent Non-Executive Chairman. Currently, the Board consists of five members and a search process to recruit an additional independent non-executive director to further strengthen the Board is underway.
The Board and the Investment Manager are working together to generate returns from the business strategy, increase working capital and accelerate shareholders' returns through the development and monetization of assets. The monetisation process for the Non-Core Assets progresses and we are confident we will achieve tangible results during 2016.
In February this year, Houlihan Lokey was retained to advise and assist the Company in exploring all strategic options, maximise shareholder value and to improve liquidity. Houlihan Lokey's mandate includes potential JV and divestment transactions with regard to Core Projects and exploring financing alternatives and initiatives to secure funding required for developing our Core Development Projects, namely Kilada Hills Golf Resort, Kea Resort and Pearl Island.
The opening of Amanera, the first Aman golf-integrated resort in the world, marked a notable milestone for Dolphin. We are pleased with the quality of the development, which has set a new benchmark for luxury resorts in the Caribbean. We remain cognisant of the fact that our two largest operating projects, Amanzoe and Amanera, depend heavily on the realization of villa sales to become self-sustainable financially and meet their financing cost obligations. Accordingly, we have sought to increase the velocity of villa sales through an enhanced emphasis on sales and marketing initiatives at both projects. We are satisfied that the measures will deliver positive results.
As at 31 December 2015 our audited NAV before DTL was EUR545 million, representing a 15.4% decrease from 31 December 2014. The NAV per share before DTL in Euro terms was EUR0.60, representing a 39.9% decrease from 31 December 2014, mainly due to the dilutive effect of the June capital raise and the full revaluation of the Company's portfolio which resulted in a significant accounting loss of 18c per share. The results of this valuation reflect the challenging market conditions in Greece and Cyprus.
The Group retains a strong asset position with EUR911 million of gross assets and EUR232 million of borrowings as at 31 December 2015 resulting in a 26% leverage ratio.
The divestment processes for certain of Dolphin's Non-Core Assets, comprising Nikki Beach, Sitia Bay, Livka Bay and La Vanta continues, with the assistance of Savills and other real estate agents. In the context of this process, Dolphin has signed an MoU for the sale of its 78% stake in Sitia Bay. If completed, the transaction consideration of EUR17.2 million is in line with the valuation carried out at 31 December 2015 and the Company's equity investment in this project. Completion and receipt of the full proceeds is expected to occur within Q3 2016.
The Company has received proposals for credit facilities that, if concluded, will create liquidity for the Company's activities until at least December 2017. The Board is reviewing the proposals to determine the most appropriate source and terms of financing.
On 29 June 2016, Aristo reached a final agreement with the Bank of Cyprus for a substantial debt-for-asset swap. This transaction leads to the settlement of Aristo's total debt with Bank of Cyprus, currently comprising c. EUR283 million, in exchange for certain Aristo assets (including most of its Venus Rock project) leaving Aristo with c. EUR443 million of assets and c. EUR110 million of debt. This will also reduce its annual interest costs by at least EUR16 million and safeguard Aristo's healthy position in the Cypriot real estate market going forward. Further details of this agreement, are set out in section B.5. of the report.
Further details on the financial performance of the Company during the period are included in the Financial Position section C of the report. We are monitoring geopolitical changes and events that could have an impact on our business, such as the Brexit, and we will make adjustments in our product and strategy as required. We are confident that demand for luxury villas and hotels will remain a growing trend over the medium term.
We remain committed to generating value through the active management of operations, construction, villa sales and asset divestments while leveraging opportunities to expand the Company's revenue sources, in order to maximise value for shareholders.
Andrew M. Coppel CBE
Chairman
Dolphin Capital Investors
30 June 2016
B. Investment Manager's Report
B.1. Business Overview
During 2015, we continued the development of our Core Projects (ranging from villa sales and construction to advancing zoning and permitting), and commenced a formal process to monetise Non-Core Assets and explore joint venture options and/or divestment transactions for the Core Projects.
The opening of Amanera in November 2015 was an important milestone in the Company's evolution, representing its second villa-integrated luxury resort to come to market. Amanera has attracted significant focus and attention from the international media and serves as a showcase of Dolphin's development capabilities in the Caribbean.
Following the successful completion of the EUR75 million equity raise in June 2015, we have concentrated on implementing the Company's refocused strategy. Our actions can be summarised as follows:
1. Managed the business through extraordinary economic and political conditions in Greece, which included the imposition of capital controls, while maintaining seamless operations for both the Amanzoe and Nikki Beach resorts. In particular, the Amanzoe hotel Net Operating Income (NOI) doubled in 2015 to EUR1.2 million, compared to 2014, and further improvement is expected in 2016.
2. Completed the development of Amanera, which opened in November 2015, as scheduled.
3. Executed six final contracts or reservation agreements for the sale of Villas and Villa plots in Amanzoe and Amanera in 2015.
4. Signed an MOU with an investor for the divestment of the Company's interest in Sitia Bay at a sales valuation in line with the asset NAV as at 31 December 2015 and progressed the marketing of certain of the Non-Core Assets with Savills and other agents.
5. Reached a final agreement with the Bank of Cyprus for the settlement of Aristo's total debt of EUR283 million with Bank of Cyprus in exchange for certain Aristo assets.
6. Restructured the Apollo Heights and Livka Bay debt facilities to reprofile and defer debt service instalments and achieved improved financing terms for the Amanzoe senior loan with Piraeus Bank.
7. Disposal of Zoniro (Greece), DCI's in-house project management arm together with associated assets and liabilities, to its local management team - independent of DCP - which resulted in cash savings to Dolphin of c. EUR7.2 million for the period until the end of 2016 and a NAV uplift of EUR0.8 million.
8. Collected EUR3.9 million of subsidies in relation to Amanzoe from the Greek Ministry of Development.
9. Adopted an increasingly focused residential sales and marketing plan, including agreements with new dedicated agents for each of Amanzoe and Amanera, several activities and on site events, alongside an accompanying PR plan and the expansion of the local sales and marketing teams to increase sales velocity at Amanera and Amanzoe.
We continue to challenge ourselves regarding the implementation of the refocused strategy, including improving our sales and marketing strategy to increase the pace of Villa sales, and we are in a number of discussions regarding Non-Core Asset disposals and Core Projects funding. We are confident that one or more of these should conclude into tangible transactions in the near term.
B.2. Portfolio Review B.2.1. Core Projects -- Amanzoe, Greece (www.amanzoe.com)
- The 2015 Amanzoe hotel performance continued to improve compared to 2014. Occupancy for the year was 57%, representing a 5% increase compared to 2014, with an ADR of EUR1,229 (2014: EUR1,257), while the NOI doubled to EUR1.2 million.
- Amanzoe initiated operations for the 2016 season on 1 April 2016, as scheduled, with seven Villas in the rental programme. Bookings for the season are currently higher than at the same period last year.
- 4 units were sold during 2015 bringing the total number of units sold/reserved to 15. In April 2016 Sotheby's International Realty was hired as a marketing and sales agent for the Villas at Amanzoe, complementing a more targeted PR plan and expansion of the local Sales and Marketing teams in an effort to accelerate Villa sales during 2016.
- An improvement was also achieved in the terms of the Amanzoe senior loan with Piraeus Bank. This resulted in a 1.1% interest rate reduction and the reactivation of a VAT revolver facility of up to EUR3.5 million in total which will further improve working capital.
- Amanzoe continues to receive outstanding reviews. American Express Travel awarded the Amanzoe Spa "the most zen spa in the world" award. The Spa is also included in the yearly edition of the 2016 CNT (UK) Spa Guide, won "the best Spa in Eastern Europe" award in the Annual Professional Spa & Wellness Awards 2016, and benefited from extensive coverage in a dedicated article in the London Evening Standard. Singapore Tatler included Amanzoe Villas in the 10 most luxurious homes in the world, and The Gallivanter's Guide named Amanzoe the second Best European Resort. At the same time, extensive targeted coverage on Villa 20, the largest Villa in the Aman portfolio, included Forbes calling it the most exclusive new villa in Greece. Departures introduced it among the 15 best new openings of the season.
-- Amanera, Dominican Republic (www.amanera.com)
- The Amanera Golf Resort at Playa Grande was delivered as scheduled and formally opened for paying guests on 23 November 2015. The Amanera Hotel achieved occupancy and average daily rates of 46.2% and US$ 1,681 respectively during the first five months of 2016. These results are satisfactory in view of the start-up phase of the resort and the effect of the Zika outbreak on the tourist industry in the region.
- The hotel will close down from 26 August to 31 October this year, which is the lowest season in the Caribbean, in order to implement a number of improvements that have been identified since the opening.
- Construction of the previously sold Founder Villas commenced in September 2015, and the first two-bedroom villa was completed as scheduled in December 2015.
- In order to increase the sales velocity of the Amanera Villas, a key factor to the project's financial sustainability, the Company has adopted a more focused sales, marketing and PR plan. In March 2016 Bespoke Real Estate was hired as a marketing and sales agent for the Amanera Villas and has generated a number of interested potential buyer leads who are expected to visit the resort in coming months.
- The Amanera hotel has received accolades from a number of the world's top travel publications. It was featured on the cover of the March 2016 issue of Travel + Leisure Magazine as well as Vogue, Financial Times "How to Spend it", Wallpaper, Robb Report, New York Times and Conde Nast Traveller, with the last mentioned featuring the resort at the top of their "Hot list" for the Caribbean. The golf course also continues to receive exceptional reviews from industry experts and extensive coverage including articles in Golf Week, Golf Digest and Discover Golf.
-- Kilada Hills Golf Resort, Greece
- The presidential decree approving the Strategic Investment Proposal was issued on 16 December 2015. Kilada Hills is the first project in Greece to receive such an approval, permitting the construction of 207,000 m(2) in a private masterplan, with flexible product mix including lots and without the requirement to construct a hotel before commencing the residential product sales.
- The updated masterplan, prepared by Hart Howerton, that incorporates the new Strategic Investment favourable zoning was completed in April 2016. The detailed urban plan was submitted on 8 June 2016. Approval is expected prior to the end of 2016 and would allow for the sale of individual lots on a freehold basis.
- In parallel to the design and permitting activities, external consulting firms have been appointed to evaluate the project's residential pricing and prepare a residential offering proposal to a first set of Founder Golf Villa buyers, to facilitate the external funding of the first phase. This will include a Jack Nicklaus Signature Golf Course, a golf clubhouse, more than 250 Golf Villas/lots for sale and a beach club.
-- Pearl Island ("Pearl Island" - www.pearlisland.com), Panama
- In Pearl Island, a private island located in the Archipelago de las Perlas, the Zoniro (Panama) development team completed the Ritz Carlton Reserve detailed design phase and value engineering to ensure that the development budget can be achieved. Plans are being finalised for construction, which is subject to the Company obtaining the requisite equity financing.
- The project arranged debt financing of US$33 million which has not yet been drawn down. The Company recently appointed CBRE Capital Advisors to assist in raising around US$33 million of additional equity required and is progressing discussions on that front.
- The first group of turn-key villas and condos in the Founder's Phase (which is owned by a regional investor group and our local partner in the island) were delivered in December 2015, together with the already completed beach club, airstrip, service pier, main island infrastructure, first phase of the marina and other common amenities in the Founder's Phase.
- The Founder's Phase has already sold or reserved 115 residential units consisting of high-end lots, villas and condo apartments for a total sum of US$91 million. Out of these units sold, the project has already delivered 36 lots connected to all utilities, together with a further 20 completed villas and condos and 25 marina berths / slips.
-- Kea Resort, Greece
- On 6 April 2015, Kea Resort received its final construction permit, following the issuance of a Construction Approval (the first of a two stage Construction Permit process which was recently enacted in Greece on 12 February 2015).
- In order to secure third party financing for the construction of its Core Projects under development, the Company is in discussions with an international resort and real estate investor for a joint venture transaction involving an equity investment required for the construction of the Kea resort for a 50% shareholding stake in the project.
B.2.2. Aristo (a 49.8% affiliate) -- Operating Performance
- Aristo sold 70 homes and plots during 2015, representing total sales of EUR31 million, up 36% compared to 2014.
- The average sales price per unit was 65% higher on a year-on-year basis, reflecting the shift to the higher value "visa/residence" and "passport" eligible properties, a market driven by incentive legislation enacted in Cyprus and actively targeted by Aristo's sales and marketing teams.
- Strong sales momentum continues in 2016, with 56 homes and plots sales during the first six months of 2016, representing total sales of EUR21.5 million, up 9% compared to the respective period in 2015.
Up to end of Six months to Twelve months to Twelve months to
June 2016 30 June 2015 31 December 2015 31 December 2014
------------------------ --------------- --------------- ----------------- -----------------
RETAIL SALES
New sales booked EUR 21,489,120 EUR 19,797,940 EUR 30,746,867 EUR 22,667,600
% change 9% 36%
Units sold 56 42 70 85
% change 33% -18%
CLIENT ORIGIN
China 48.10% - 76.21% 34.68%
Russia 5.82% 3.56% 12.73% 42.51%
Other overseas 25.06% 105.07% 5.25% 3.63%
Cyprus 21.02% - 4.50% 15.73%
UK - 0.37% 1.30% 2.13%
Central & North Europe - 6.73% - 1.32%
- Aristo continues to expand its distribution channels. A new sales office initiated operations in Egypt recently, while agreements with several new agents have been signed aiming to establish Aristo as a major provider of Cyprus residential permit related product in China.
-- Debt Restructuring - Aristo has concluded an agreement with the Bank of Cyprus for a debt-for-asset swap.
- This transaction will result in the settlement of Aristo's total debt with Bank of Cyprus, currently comprising c. EUR283 million in exchange for certain Aristo assets (including most of its Venus Rock project) with a total book value of c. EUR382 million as at 31 December 2015. The impact of this transaction on Dolphin's share of Aristo NAV is a further reduction of c. EUR34 million to the 31 December 2015 reported NAV (3.75c per share).
- Aristo's NAV post restructuring will amount to c. EUR304 million (based on 31 December 2015 valuations). Aristo will continue managing the Venus Rock Golf Course for a minimum of 6 months and will retain an earn-out interest in the project, subject to the terms and conditions agreed in the relevant restructuring agreement.
- This fundamental refinancing plan, in addition to reducing Aristo's overall debt by EUR283 million to an amount of c. EUR110 million, eliminates annual interest costs of at least EUR16 million and safeguards Aristo's sustainability and ability to generate strong operating cashflows from its healthy position in the Cypriot real estate market going forward.
- In addition during 2015, Aristo also completed loan restructurings with Alpha Bank, CDB and Piraeus Bank, which included a debt-for-asset swap for a loan amount of approximately EUR12.1 million.
-- Other Developments
- The Consortium "Poseidon Grand Marina of Paphos", in which Aristo participates as joint largest stakeholder with a 25.5% stake, has been confirmed by the Supreme Court of Cyprus as the successful tenderer for the Paphos Marina. This high profile project will comprise of a 1,000 berth marina and over 40,000 m(2) of premium leisure and residential development. The commencement of development of this project remains subject to securing equity and debt financing.
B.2.3. Other Non-Core Assets
Other Non-Core Assets updates include the following:
-- Sitia Bay Resort, Crete (www.sitiabayresort.com)
- The Council of State accepted the draft Presidential Decree for the residential zone in Sitia Bay, and forwarded the relevant decision to the Ministry of Environment for final issuance on 11 January 2016. Once that is issued the project will be legally entitled to sell residential lots independently from the resort development for which the permits are already in place.
- The new expanded Sitia International Airport, only a ten-minute drive from the project site, was inaugurated on 13 January 2016 and is expected to further encourage tourist development in the area.
-- Nikki Beach, Porto Heli (a 25% DCI affiliate)
- Nikki Beach opened for the season as scheduled on 28 April 2016 with current bookings for the season significantly higher than those at the same time last year. Momentum is positive and the Nikki Beach operator remains confident that for 2016, the hotel's second full operating year, the resort will be able to generate operating profits.
-- Apollo Heights Resort, Cyprus
- Agreed the restructuring of the Apollo loan with Bank of Cyprus which will result in a total EUR3.1 million saving to the Company until Q3 2018, following the decrease of the interest rate to 3-months Euribor plus 5%. The restructured facility is now maturing at 31 December 2018, while the original Apollo loan matured in December 2021.
-- Livka Bay, Croatia
- For Livka Bay the existing debt facility has been restructured, which resulted in an interest rate reduction from 7.25% to 4.25% and the loan maturity extended for three years to June 2018.
B.3. Market Dynamics
-- According to the Knight Frank Wealth Report for 2016 there are now more than 13 million millionaires across the globe, up from 8.7 million in 2005, holding net assets worth around US$66 trillion - more than the value of all global equities.
-- Over the next decade more than one million new millionaires are expected to be created in each of the world's three main regional wealth hubs - Asia (+1.6m), North America (+1.4m) and Europe (+1m). However, at a country level, the US is in front with 1.25 million millionaires set to be created, compared with 490,500 in China, 253,500 in the UK and 247,800 in India. By 2025 the global population of millionaires will be more than 18 million.
-- The multi-millionaire ($10m+) population stands at 509,170 and is expected to increase by 39% by 2025 to 710,000. Interestingly, the report further notes that Ultra-High-Net-Worth Individuals (UHNWIs), those with US$30m or more in net assets, invest approximately 25 percent of their wealth in residential real estate and own on average 3.7 homes.
-- The key points with regard to the tourism industry evolution in Dolphin's basic markets are as follows:
- In Greece, official data released by the Bank of Greece confirmed that 2015 was an all-time record year for Greek tourism. The number of tourism arrivals in Greece increased by 7.1% in 2015 compared to 2014, reaching an all-time high of 23.6 million. The Greek Tourism Confederation expects that international arrivals in 2016 could reach 25 million (27.5 million including sea cruise passengers), while the total revenue is expected to reach EUR15 billion in 2016, up from EUR14.2 billion in 2015.
- In Cyprus, the number of tourists in 2015 reached almost 2.7 million, marking its best performance in tourist arrivals in over a decade. The Cyprus Tourism Organisation aims to boost tourist arrival numbers to 2.9 million in 2016. For the period January to February 2016 arrivals of tourists totalled 114,596 compared to 92,508 in the corresponding period of 2015, recording an increase of 23.9%.
- The Dominican Republic was the fastest-growing economy in the Americas for 2015, with the country reporting a 7% growth in GDP. The country has relied on tourism and direct foreign investment for growth. The Dominican Republic has become the most-visited destination in the Caribbean, with foreign tourist arrivals in the Dominican Republic totalling over 5.6 million for 2015, an increase of 8.9% over 2014.
- The Panamanian economy grew by 5.8% in 2015. Boosted by expanded connectivity and increasing investment in hospitality, the tourism sector has experienced significant growth in the past few years. According to the Tourism Authority, total foreign arrivals exceeded 2.3 million in 2015, up 10.9% on 2014. Tourist expenditure was US$4.2 billion, representing an increase of 12.7%, compared to 2014 and generating more revenues than transit fees from the Panama Canal.
B.4. Group Assets
A summary of Dolphin's current investments is presented below. As at 31 December 2015, the net invested amount stood at EUR603* million.
PROJECT Land site DCI's Investment cost* Debt** Real estate Loan to real
(hectares) stake (EURm) (EURm) value estate
(EURm) asset value (%)
---- ----------------- ------------- -------- ------------------ --------- ------------------ -----------------
CORE PROJECTS
1 Amanzoe 93 100% 38 76
Playa Grande
2 Club & Reserve 839 100% 91 58
3 Pearl Island 1323 60% 29 -
Kilada Hills
4 Golf Resort 235 100% 94 -
5 Kea Resort 65 67% 9 -
---- ----------------- ------------- -------- ------------------ --------- ------------------ -----------------
TOTAL 2,555 260 134 466 29%
---- ----------------- ------------- -------- ------------------ --------- ------------------ -----------------
NON-CORE
PROJECTS
The Nikki Beach
6 Resort & Spa 1 25% 6 -
Sitia Bay Golf
7 Resort 270 78% 17 -
Scorpio Bay
8 Resort 172 100% 15 -
Lavender Bay
9 Resort 310 100% 25 -
Plaka Bay
10 Resort 442 100% 12 -
11 Triopetra 11 100% 4 -
Apollo Heights
12 Polo Resort 461 100% 22 16
Livka Bay
13 Resort 63 100% 28 8
La Vanta -
Mediterra
14 Resorts 8 100% 17 1
TOTAL 1,738 146 25 164 15%
---- ----------------- ------------- -------- ------------------ --------- ------------------ -----------------
ARISTO CYPRUS* 1,448 50% 195 - 190
Itacaré
Investment n/a 10% 2 - 5
DCI Corporate n/a n/a n/a 74 -
Bonds
---- ----------------- ------------- -------- ------------------ --------- ------------------ -----------------
GRAND TOTAL 5,741 603 232 825 28%***
---- ----------------- ------------- -------- ------------------ --------- ------------------ -----------------
*Residual investment cost, including amounts paid in shares.
** Further details on debt maturities are set out under note 23 of the financial statements.
** Group total debt to total gross asset value ratio is 26%.
A breakdown of Dolphin's portfolio for certain key metrics is provided below.
COUNTRY Land size Investment Debt Real Estate % Loan to Net Asset
(hectares) Cost * (EUR million) Value real estate Value
(EUR million) (EUR million) asset value
--- -------------- -------------- --------------- --------------- --------------- -------------- --------------
1 Greece 1,599 219 76 306 25% 31%
2 Cyprus** 1,909 217 16 224 7% 40%
Croatia &
3 Turkey 71 45 9 43 21% 6%
4 Americas 2,163 122 58 252 23% 23%
--- -------------- -------------- --------------- --------------- --------------- -------------- --------------
Grand Total 5,741 603 159 825 19% 100%
--- -------------- -------------- --------------- --------------- --------------- -------------- --------------
*Residual investment cost, including amounts paid in shares.
**DCI's portfolio in Cyprus includes its equity investment in Aristo Developers Ltd, which owns assets in Cyprus that are subject to Aristo's debt and other obligations.
Land size Investment Debt Real Estate % Loan to Net Asset
(hectares) Cost * (EUR million) Value real estate Value
(EUR million) (EUR million) asset value
--- -------------- -------------- --------------- --------------- --------------- -------------- --------------
CORE
1 PROJECTS 2,555 260 134 466 29% 45%
NON CORE
2 ASSETS 3,186 343 25 359 7% 55%
--------------
Grand Total 5,741 603 159 825 19% 100%
--- -------------- -------------- --------------- --------------- --------------- -------------- --------------
*Residual investment cost, including amounts paid in shares.
B.5. Valuations
Consistent with the Company's valuation policy, the entire portfolio was revalued as at 31 December 2015. The effect of the valuation per project in the profit and loss statement is presented in the following table:
Investment Property, Trading TOTAL
Property Plant and Properties
EUR' 000 Equipment
------------------- -------------- ------------ ------------- ----------
Territory Valuation Impairment Loss
(loss)/gain
------------------- -------------- --------------------------- ----------
Greece/Core
Projects
------------------- -------------- ------------ ------------- ----------
Amanzoe 7,842 (937)* -- 6,905
Kilada Hills
Golf Resort (18,960) (961) (726) (20,647)
Kea Resort 2,697 -- -- 2,697
------------------- -------------- ------------ ------------- ----------
Total Greece/Core
Projects (8,420) (1,898) (726) (11,044)
------------------- -------------- ------------ ------------- ----------
Greece/Non
Core Assets
------------------- -------------- ------------ ------------- ----------
Sitia Bay
Golf Resort (9,304) -- -- (9,304)
Scorpio
Bay Resort (4,500) -- -- (4,500)
Lavender
Bay Resort (21,106) -- -- (21,106)
Plaka Bay
Resort (3,780) -- -- (3,780)
Triopetra (300) -- -- (300)
------------------- -------------- ------------ ------------- ----------
Total Greece/Non
Core Assets (38,989) -- -- (38,989)
------------------- -------------- ------------ ------------- ----------
Total Greece (47,410) (1,898) (726) (50,034)
------------------- -------------- ------------ ------------- ----------
Americas/Core
Projects
------------------- -------------- ------------ ------------- ----------
Playa Grande
club & Reserve 6,583 (13,349)** -- (6,766)
Pearl Island 1,533 -- -- 1,533
------------------- -------------- ------------ ------------- ----------
Total Americas 8,116 (13,349) -- (5,233)
------------------- -------------- ------------ ------------- ----------
Turkey/Non
Core Asset
------------------- -------------- ------------ ------------- ----------
La Vanta
- Mediterra
Resorts -- -- (2,705) (2,705)
------------------- -------------- ------------ ------------- ----------
Total Turkey -- -- (2,705) (2,705)
------------------- -------------- ------------ ------------- ----------
Croatia/Non
Core Asset
------------------- -------------- ------------ ------------- ----------
Livka Bay
Resort 1,017 -- -- 1,017
------------------- -------------- ------------ ------------- ----------
Total Croatia 1,017 -- -- 1,017
------------------- -------------- ------------ ------------- ----------
Cyprus/Non
Core Projects
------------------- -------------- ------------ ------------- ----------
Apollo Heights
Polo Resort (6,770) -- -- (6,770)
------------------- -------------- ------------ ------------- ----------
Total Cyprus (6,770) -- -- (6,770) ------------------- -------------- ------------ ------------- ---------- Grand Total (45,047) (15,247) (3,431) (63,725) ------------------- -------------- ------------ ------------- ----------
*A revaluation loss of approx. EUR5 million was charged directly to equity (reduction of revaluation reserve)
** A revaluation loss of approx. EUR8 million was charged directly to equity (reduction of revaluation reserve)
The valuation of the Greek projects was mainly affected by the escalation of the sovereign debt crisis and the Greek banking crisis in mid-2015. In the case of the Lavender Bay Resort the significant valuation reduction was also triggered as a result of the general Greek market issues, as well as from a fall in the pricing of comparable land parcels in the area. However, there were valuation gains in Kea Resort (due to permitting advances) and Amanzoe (due to permitting and operational advancements). The valuation of the Cypriot projects was reduced mainly due to comparable evidence found. The Playa Grande valuation decreased mainly due to comparable evidence found and the change of the valuation method used for the golf course land, partially offset by operational advancements.
The Company's share of Aristo's losses that arose from the revaluation of Aristo's properties and respective impairment charges amounted to EUR35 million and is included as part of the share of (losses)/profits on equity accounted investees in the profit and loss statement.
B.6. Future Objectives
Our main objectives for 2016 are to:
1. Maximise value for shareholders and generate liquidity through the monetization of assets, secure additional working capital, and increase sales velocity of villas;
2. Secure funding for the development of the remaining Core Assets; and,
3. Where appropriate, advance the zoning, permitting, design and branding of the Non-Core Assets to improve their sales potential and actively pursue their divestment.
Miltos Kambourides Pierre Charalambides Managing Partner Founding Partner Dolphin Capital Partners Dolphin Capital Partners 30 June 2016 30 June 2016
C. Financial Position for the year ended 31 December 2015
C.1. Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2015
Results
Loss after tax for the year ended 31 December 2015 attributable to owners of the Company amounted to EUR145 million compared to EUR22 million profit for the year ended 31 December 2014. Loss per share was EUR0.18 in 2015, compared to profit per share of EUR0.03 in 2014.
31 December 2015 31 December 2014
EUR'000 EUR'000
-------------------------------------------------------------------------- ------------------ ------------------
Continuing operations
-------------------------------------------------------------------------- ------------------ ------------------
Revenue 51,906 41,205
-------------------------------------------------------------------------- ------------------ ------------------
Net change in fair value of investment property* (45,047) 18,576
-------------------------------------------------------------------------- ------------------ ------------------
Impairment loss on trading properties* (3,431) (6,216)
========================================================================== ================== ==================
Total operating profits 3,428 53,565
-------------------------------------------------------------------------- ------------------ ------------------
Operating expenses (55,015) (38,607)
-------------------------------------------------------------------------- ------------------ ------------------
Investment Manager remuneration (13,128) (13,671)
-------------------------------------------------------------------------- ------------------ ------------------
Directors' remuneration (904) (159)
-------------------------------------------------------------------------- ------------------ ------------------
Depreciation charge (2,919) (3,239)
-------------------------------------------------------------------------- ------------------ ------------------
Professional fees (8,164) (7,428)
-------------------------------------------------------------------------- ------------------ ------------------
Administrative and other expenses (6,100) (5,552)
-------------------------------------------------------------------------- ------------------ ------------------
Total operating and other expenses (86,230) (68,656)
-------------------------------------------------------------------------- ------------------ ------------------
Results from operating activities (82,802) (15,091)
-------------------------------------------------------------------------- ------------------ ------------------
Finance income 106 325
-------------------------------------------------------------------------- ------------------ ------------------
Finance costs (20,855) (15,959)
-------------------------------------------------------------------------- ------------------ ------------------
Net finance costs (20,749) (15,634)
-------------------------------------------------------------------------- ------------------ ------------------
Gain on disposal of investment in subsidiaries 823 2,497
-------------------------------------------------------------------------- ------------------ ------------------
Profit on dilution in equity-accounted investees - 149
-------------------------------------------------------------------------- ------------------ ------------------
Share of (losses)/profit on equity-accounted investees, net of tax (44,553) 50,146
-------------------------------------------------------------------------- ------------------ ------------------
Impairment loss on re-measurement of disposal groups (763) -
-------------------------------------------------------------------------- ------------------ ------------------
Impairment loss and write offs of property, plant and equipment* (15,247) (13)
-------------------------------------------------------------------------- ------------------ ------------------
Reversal of impairment loss on property, plant and equipment - 670
-------------------------------------------------------------------------- ------------------ ------------------
Total non-operating (losses)/profits (59,740) 53,449
-------------------------------------------------------------------------- ------------------ ------------------
(Loss)/profit before taxation (163,291) 22,724
-------------------------------------------------------------------------- ------------------ ------------------
Taxation 15,296 1,588
-------------------------------------------------------------------------- ------------------ ------------------
(Loss)/profit (147,995) 24,312
-------------------------------------------------------------------------- ------------------ ------------------
Other comprehensive income
-------------------------------------------------------------------------- ------------------ ------------------
Items that will not be reclassified to profit or loss
-------------------------------------------------------------------------- ------------------ ------------------
Revaluation of property, plant and equipment (15,181) 6,322
-------------------------------------------------------------------------- ------------------ ------------------
Share of revaluation on equity-accounted investees 27 (22)
-------------------------------------------------------------------------- ------------------ ------------------
Related tax 1,791 (555)
-------------------------------------------------------------------------- ------------------ ------------------
(13,363) 5,745
-------------------------------------------------------------------------- ------------------ ------------------
Items that are or may be reclassified subsequently to profit or loss
-------------------------------------------------------------------------- ------------------ ------------------
Foreign currency translation differences 17,221 15,330
-------------------------------------------------------------------------- ------------------ ------------------
Translation differences to profit or loss due to disposal of subsidiary - (2,709)
-------------------------------------------------------------------------- ------------------ ------------------
Net change in fair value of available-for-sale financial assets - (64)
-------------------------------------------------------------------------- ------------------ ------------------
17,221 12,557
-------------------------------------------------------------------------- ------------------ ------------------
Other comprehensive income, net of tax 3,858 18,302
-------------------------------------------------------------------------- ------------------ ------------------
Total comprehensive income (144,137) 42,614
-------------------------------------------------------------------------- ------------------ ------------------
(Loss)/profit attributable to:
-------------------------------------------------------------------------- ------------------ ------------------
Owners of the Company (145,360) 21,639
-------------------------------------------------------------------------- ------------------ ------------------
Non-controlling interests (2,635) 2,673
-------------------------------------------------------------------------- ------------------ ------------------
(147,995) 24,312
========================================================================== ================== ==================
Total comprehensive income attributable to:
-------------------------------------------------------------------------- ------------------ ------------------
Owners of the Company (144,228) 36,731
-------------------------------------------------------------------------- ------------------ ------------------
Non-controlling interests 91 5,883
========================================================================== ================== ==================
(144,137) 42,614
========================================================================== ================== ==================
(Loss)/EARNINGS per share
-------------------------------------------------------------------------- ------------------ ------------------
Basic and diluted (loss)/earnings per share (EUR) (0.18) 0.03
-------------------------------------------------------------------------- ------------------ ------------------
*Further details on the changes in fair value and the impairment charges per project are provided under section B.5 of the report.
The variation was mainly due to valuation losses and impairment charges as well as the reduction of EUR44 million in the value of the Company's interest in Aristo. Further analysis in individual revenue and expense items is provided below:
Revenue
Revenues of EUR51.9 million (2014: EUR41.2 million), was derived from the following sources:
2015 2014
EUR million EUR million
------------------------------ -------------- --------------
Income from hotel operations 10.8 8.7
Income from operation
of golf courses 0.2 0.1
Income from construction
contracts 5.7 13.4
Sale of trading & investment
properties 34.6 16.2
Rental income 0.3 0.4
Other income 0.3 2.4
TOTAL 51.9 41.2
Operating expenses
Operating expenses were EUR55.0 million (2014: EUR38.6 million), the increase being largely attributable to cost of villas sold.
The respective operating expenses are analysed in the following table:
2015 2014
EUR million EUR million
------------------------------- -------------- --------------
Cost of sales related
to:
Hotel operations 4.0 2.9
Golf course operations 0.5 0.3
Construction contracts 3.1 9.2
Sales of trading and
investment properties 29.9 13.4
Commission to agents and
other 0.4 0.2
Electricity and fuel 0.3 0.4
Concession/write off of 2.6 --
land
Personnel expenses 9.0 8.3
Hotel management and branding
fees 3.5 2.5
Other operating expenses 1.7 1.4
TOTAL 55.0 38.6
The land concession cost relates to the issuance of final permits for Kea Resort where the local project company transferred the ownership of a part of the asset to the Greek state to obtain final permitting (in lieu of a cash payment).
Professional Fees
The majority of professional fees related to the design, appraisal, project management and development costs incurred by the Company on its property interests which are expensed to profit or loss as incurred and not capitalized. The charge for the year was EUR8.2 million (2014: EUR7.4 million) and comprises the following:
2015 2014
EUR million EUR million
------------------------------------- -------------- --------------
Legal fees 0.8 0.7
Auditors' remuneration 0.8 0.8
Accounting expenses 0.3 0.2
Appraisers' fees 0.1 0.2
Project design and development fees 4.4 3.2
Consultancy fees 0.2 0.1
Administrator fees 0.3 0.3
Arrangement fees - 1.1
Other professional fees 1.3 0.8
------------------------------------- -------------- --------------
TOTAL 8.2 7.4
Administrative and other expenses
The administrative and other expenses amounted to EUR6.1 million (2014: EUR5.6 million) and are analysed as follows:
2015 2014
EUR million EUR million
---------------------------------- -------------- --------------
Travelling 0.4 0.4
Insurance 0.3 0.2
Repairs and maintenance 0.1 0.1
Marketing and advertising
expenses 0.8 0.7
Litigation liability provisions* 2.0 0.3
Rents 0.4 0.3
Immovable property and
other taxes 0.7 0.7
Other 1.4 2.9
---------------------------------- -------------- --------------
TOTAL 6.1 5.6
*EUR1.9 million relates to Zoniro (Greece) S.A. which has been divested within 2015.
Financing costs also increased by EUR4.9 million, principally in relation to the effect of the full year interest costs incurred at the Playa Grande project (the Melody loan facility was concluded in October 2014).
C.2. Consolidated statement of financial position as at 31 December 2015
31 December 31 December
2015 2014
EUR'000 EUR'000
------------------------------- ------------- -------------
Assets
------------------------------- ------------- -------------
Property, plant and equipment 187,015 176,765
------------------------------- ------------- -------------
Investment property 340,853 451,880
------------------------------- ------------- -------------
Equity-accounted investees 188,637 234,223
------------------------------- ------------- -------------
Available-for-sale financial
assets 2,201 2,201
------------------------------- ------------- -------------
Deferred tax assets 997 2,557
------------------------------- ------------- -------------
Trade and other receivables 1,178 2,584
------------------------------- ------------- -------------
Non-current assets 720,881 870,210
------------------------------- ------------- -------------
Trading properties 37,387 52,323
------------------------------- ------------- -------------
Trade and other receivables 15,002 21,138
------------------------------- ------------- -------------
Cash and cash equivalents 41,990 30,978
------------------------------- ------------- -------------
Assets held for sale 70,240 -
------------------------------- ------------- -------------
Current assets 164,619 104,439
------------------------------- ------------- -------------
Total assets 885,500 974,649
=============================== ============= =============
Equity
------------------------------- ------------- -------------
Share capital 9,046 6,424
------------------------------- ------------- -------------
Share premium 569,847 498,933
------------------------------- ------------- -------------
Retained (deficit)/earnings (121,706) 28,821
=============================== ============= =============
Other reserves 24,402 23,270
=============================== ============= =============
Equity attributable to
owners of the Company 481,589 557,448
------------------------------- ------------- -------------
Non-controlling interests 34,939 30,364
------------------------------- ------------- -------------
Total equity 516,528 587,812
------------------------------- ------------- -------------
Liabilities
------------------------------- ------------- -------------
Loans and borrowings 191,152 213,923
------------------------------- ------------- -------------
Finance lease liabilities 2,956 7,628
------------------------------- ------------- -------------
Deferred tax liabilities 30,129 55,180
------------------------------- ------------- -------------
Trade and other payables 6,698 12,262
------------------------------- ------------- -------------
Deferred revenue 17,846 9,131
------------------------------- ------------- -------------
Non-current liabilities 248,781 298,124
------------------------------- ------------- -------------
Loans and borrowings 32,528 26,166
------------------------------- ------------- -------------
Finance lease liabilities 77 467
------------------------------- ------------- -------------
Trade and other payables 58,241 44,187
------------------------------- ------------- -------------
Deferred revenue 11,220 17,893
------------------------------- ------------- -------------
Liabilities held for sale 18,125 -
------------------------------- ------------- -------------
Current liabilities 120,191 88,713
------------------------------- ------------- -------------
Total liabilities 368,972 386,837
------------------------------- ------------- -------------
Total equity and liabilities 885,500 974,649
------------------------------- ------------- -------------
Net asset value ('NAV')
before DTL per share (EUR) 0.60 1.00
------------------------------- ------------- -------------
NAV per share (EUR) 0.53 0.87
------------------------------- ------------- -------------
The reported NAV as at 31 December 2015 is presented below:
As at Variation since Variation since
31 December 2015 31 December 2014 31 December 2014 (Proforma*)
EUR GBP EUR GBP EUR GBP
--------------------------------- ---------- --------- ---------- --------- ---------------- ---------------
Total NAV before DTL (million) 545 401 (15.4)% (20.3)% (24.1)% (28.5)%
--------------------------------- ---------- --------- ---------- --------- ---------------- ---------------
Total NAV after DTL (million) 482 355 (13.6)% (18.6)% (23.7)% (28.1)%
--------------------------------- ---------- --------- ---------- --------- ---------------- ---------------
NAV per share before DTL 0.60 0.44 (39.9)% (43.4)% (24.0)% (28.5)%
--------------------------------- ---------- --------- ---------- --------- ---------------- ---------------
NAV per share after DTL 0.53 0.39 (38.7)% (42.2)% (23.7)% (28.1)%
___________
Notes:
1. Euro/GBP rate 0.73693 as at 31 December 2015 and 0.78247 as at 31 December 2014. 2. Euro/USD rate 1.0887 as at 31 December 2015 and 1.2141 as at 31 December 2014.
3. NAV per share has been calculated on the basis of 904,626,856 issued shares as at 31 December 2015 and 642,440,167 issued shares as at 31 December 2014.
4. NAV before DTL include the 49.8% DTL of Aristo and the DTL of the projects classified as held for sale.
* Total NAV variation percentages have been calculated using the proforma consolidated balance sheet as at 31 December 2014 (adjusted for the effect of June 2015 equity fund raising)
Total Group NAV as at 31 December 2015 was EUR545 million and EUR482 million before and after DTL respectively. This represents a decrease of EUR172 million (24.1%) and EUR149 million (23.7%), respectively, from the respective pro forma 31 December 2014 figures. The NAV reduction is mainly due to the valuation losses and impairment charges both relating to Company's assets and to its 49.8% shareholding in Aristo, as well as Dolphin's regular fixed operational, corporate, finance and management expenses.
Sterling NAV per share as at 31 December 2015 was 44p before DTL and 39p after DTL and decreased by 43.4% and 42.2%, before and after DTL respectively compared to the 31 December 2014 figures. In addition to the valuation decreases and operational expenses mentioned above, the NAV per share was affected by the issuance of 262,186,689 new common shares at 21p in June 2015 and the 5.8% appreciation of Sterling versus Euro over the period.
The Company's consolidated assets include EUR635 million of real estate assets (of which, EUR70 million are classified as assets held for sale), EUR189 million of investments in equity accounted investees (the Company's 49.8% interest in Aristo), EUR19 million of other assets (namely trade and other receivables and available for sale financial assets) and EUR42 million in cash.
The balance of property, plant and equipment, investment property, trading properties and assets held for sale represents the independent property valuations conducted as at 31 December 2015 by American Appraisal (for the Greek and Cypriot projects), Colliers International (for Croatia and Turkey) and PKF (for the Americas projects), for both freehold and long leasehold interests. The EUR70 million figure represents the appraised value of Sitia Bay, Livka Bay, La Vanta and Nikki Beach Resort which are currently classified as assets available for sale. The EUR16 million of trade and other receivables comprise mainly EUR7 million of payables due from villa buyers and EUR4 million of VAT receivables. Available- for- sale financial assets represents the Company's investment in Itacare Investors Ltd.
The Company's consolidated liabilities (excluding DTL and EUR8 million DTL classified as liabilities held for sale) total EUR331 million and mainly comprise EUR235 million of interest-bearing loans and finance lease obligations (of which, EUR9 million are classified as liabilities held for sale), out of which EUR50 million and US$9.17 million Convertible Bonds are held at Company level. The remaining loans are held by Group subsidiaries and are non-recourse to Dolphin (except for the Playa Grande construction loan which is guaranteed by the Company). The EUR96 million of trade and other payables and deferred revenue comprise mainly EUR25 million of option contracts to acquire land in the Company's Lavender Bay project, EUR7 million deferred income from government grants and EUR22 million of client advances from villa sales.
C.3. Consolidated statement of changes in equity for the year ended 31 December 2015
Attributable to owners of the Company
--------------------------------------------------------------------------------------------------------
Share Share Translation Revaluation Retained Non-controlling Total
capital premium reserve reserve Earnings/(deficit) Total interests Equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- -----------
Balance at 1
January 2014 6,424 498,933 1,491 6,768 10,056 523,672 24,504 548,176
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total comprehensive income --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Profit - - - - 21,639 21,639 2,673 24,312 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Other comprehensive income --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Revaluation of property, plant and equipment, net of tax - - - 5,661 - 5,661 106 5,767 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Foreign currency translation differences - - 11,913 385 (72) 12,226 3,104 15,330 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Translation differences to profit or loss due to disposal of subsidiary - - (2,709) - - (2,709) - (2,709) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Share of revaluation on equity accounted investees - - - (22) - (22) - (22) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Fair value adjustment on available-for-sale financial asset - - - (64) - (64) - (64) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Depreciation transfer due to revaluation - - - (153) 153 - - - --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total other comprehensive income - - 9,204 5,807 81 15,092 3,210 18,302 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total comprehensive income - - 9,204 5,807 21,720 36,731 5,883 42,614 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Transactions with owners of the Company --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Changes in ownership interests --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Acquisition of non-controlling interests without a change in control - - - - (2,955) (2,955) (23) (2,978) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total changes in ownership interests - - - - (2,955) (2,955) (23) (2,978) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total transactions with owners of the Company - - - - (2,955) (2,955) (23) (2,978) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Balance at 31 December 2014 6,424 498,933 10,695 12,575 28,821 557,448 30,364 587,812 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Balance at 1 January 2015 6,424 498,933 10,695 12,575 28,821 557,448 30,364 587,812 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total comprehensive income --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Loss - - - - (145,360) (145,360) (2,635) (147,995) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Other comprehensive income --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Revaluation of property, plant and equipment, net of tax - - - (12,993) - (12,993) (397) (13,390) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Foreign currency translation differences - - 13,244 854 - 14,098 3,123 17,221 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Share of revaluation on equity accounted investees - - - 27 - 27 - 27 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total other comprehensive income - - 13,244 (12,112) - 1,132 2,726 3,858 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total comprehensive income - - 13,244 (12,112) (145,360) (144,228) 91 (144,137) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Transactions with owners of the Company --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Contributions and distributions --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Issue of ordinary shares 2,193 60,527 - - - 62,720 - 62,720 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Placement costs - (1,464) - - - (1,464) - (1,464) --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Bond conversions 429 11,851 - - - 12,280 - 12,280 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Equity-settled share-based payment arrangements - - - - 375 375 - 375 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Non-controlling interests on capital increases of subsidiaries - - - - (545) (545) 545 - --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Total contribution and distributions 2,622 70,914 - - (170) 73,366 545 73,911 --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Changes in ownership interests --------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- ----------- Acquisition of non-controlling interests without a change in
control - - - - (4,997) (4,997) 3,236 (1,761)
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- -----------
Other movement in
non-controlling
interests - - - - - - 703 703
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- -----------
Total changes in
ownership
interests - - - - (4,997) (4,997) 3,939 (1,058)
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- -----------
Total transactions
with owners of the
Company 2,622 70,914 - - (5,167) 68,369 4,484 72,853
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- -----------
Balance at 31
December 2015 9,046 569,847 23,939 463 (121,706) 481,589 34,939 516,528
--------------------- --------- --------- ------------- ------------- -------------------- ----------- ----------------- -----------
C.4. Consolidated statement of cash flows for the year ended 31 December 2015
31 December 2015 31 December 2014
EUR'000 EUR'000
--------------------------------------------------------------------------- ------------------ ------------------
Cash flows from operating activities
--------------------------------------------------------------------------- ------------------ ------------------
(Loss)/profit (147,995) 24,312
---------------------------------------------------------------------------- ------------------ ------------------
Adjustments for:
--------------------------------------------------------------------------- ------------------ ------------------
Net change in fair value of investment property 45,047 (18,576)
============================================================================ ================== ==================
Impairment loss on trading properties 3,431 6,216
---------------------------------------------------------------------------- ------------------ ------------------
Gain on disposal of investment in subsidiaries (823) (2,497)
---------------------------------------------------------------------------- ------------------ ------------------
Profit on dilution in equity accounted investees - (149)
---------------------------------------------------------------------------- ------------------ ------------------
Share of losses/(profit) on equity accounted investees, net of tax 44,553 (50,146)
---------------------------------------------------------------------------- ------------------ ------------------
Equity-settled share-based payment arrangements 375 -
--------------------------------------------------------------------------- ------------------ ------------------
Impairment on remeasurement of disposal groups 763 -
--------------------------------------------------------------------------- ------------------ ------------------
Impairment loss and write offs of property, plant and equipment 15,247 13
---------------------------------------------------------------------------- ------------------ ------------------
Reversal of impairment loss on property, plant and equipment - (670)
---------------------------------------------------------------------------- ------------------ ------------------
Concession/write off of land 2,607 -
--------------------------------------------------------------------------- ------------------ ------------------
Depreciation charge 2,919 3,239
---------------------------------------------------------------------------- ------------------ ------------------
Interest income (106) (325)
---------------------------------------------------------------------------- ------------------ ------------------
Interest expense 19,700 15,228
---------------------------------------------------------------------------- ------------------ ------------------
Exchange difference 2,590 (4,303)
---------------------------------------------------------------------------- ------------------ ------------------
Income tax expense (15,296) (1,588)
---------------------------------------------------------------------------- ------------------ ------------------
(26,988) (29,246)
--------------------------------------------------------------------------- ------------------ ------------------
Changes in:
--------------------------------------------------------------------------- ------------------ ------------------
Receivables 810 3,400
---------------------------------------------------------------------------- ------------------ ------------------
Payables 16,495 6,853
---------------------------------------------------------------------------- ------------------ ------------------
Cash used in operating activities (9,683) (18,993)
============================================================================ ================== ==================
Tax paid (160) (207)
---------------------------------------------------------------------------- ------------------ ------------------
Net cash used in operating activities (9,843) (19,200)
---------------------------------------------------------------------------- ------------------ ------------------
Cash flows from investing activities
--------------------------------------------------------------------------- ------------------ ------------------
(Outflow)/proceeds from disposal of subsidiaries, net of cash disposed of (299) 10,047
---------------------------------------------------------------------------- ------------------ ------------------
Net acquisitions of investment property (308) (1,406)
---------------------------------------------------------------------------- ------------------ ------------------
Net acquisitions of property, plant and equipment (42,260) (23,412)
---------------------------------------------------------------------------- ------------------ ------------------
Net change in trading properties 16,189 4,510
---------------------------------------------------------------------------- ------------------ ------------------
Net change in equity accounted investees (286) (1,116)
============================================================================ ================== ==================
Interest received 106 325
============================================================================ ================== ==================
Net cash used in investing activities (26,858) (11,052)
---------------------------------------------------------------------------- ------------------ ------------------
Cash flows from financing activities
--------------------------------------------------------------------------- ------------------ ------------------
Proceeds from issue of share capital 61,256 -
--------------------------------------------------------------------------- ------------------ ------------------
Acquisition of non-controlling interests without a change in control (1,761) (2,978)
---------------------------------------------------------------------------- ------------------ ------------------
Change in loans and borrowings 3,892 72,708
---------------------------------------------------------------------------- ------------------ ------------------ Change in finance lease obligations 1,100 (346) ---------------------------------------------------------------------------- ------------------ ------------------ Interest paid (13,183) (15,228) ============================================================================ ================== ================== Net cash from financing activities 51,304 54,156 ---------------------------------------------------------------------------- ------------------ ------------------ Net increase in cash and cash equivalents 14,603 23,904 ---------------------------------------------------------------------------- ------------------ ------------------ Cash and cash equivalents at 1 January 28,739 4,861 ---------------------------------------------------------------------------- ------------------ ------------------ Effect of movement in exchange rates on cash held (587) (26) ---------------------------------------------------------------------------- ------------------ ------------------ Cash and cash equivalents reclassified to assets held for sale (765) - =========================================================================== ================== ================== Cash and cash equivalents at 31 December 41,990 28,739 ============================================================================ ================== ==================
D. Financial Statements for the Year Ended 31 December 2015
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2015
31 December 31 December
2015 2014
Note EUR'000 EUR'000
---------------------------------------- ----- ------------ ------------
Continuing operations
---------------------------------------- ----- ------------ ------------
Revenue 6 51,906 41,205
---------------------------------------- ----- ------------ ------------
Net change in fair value
of investment property 15 (45,047) 18,576
---------------------------------------- ----- ------------ ------------
Impairment loss on trading
properties 17 (3,431) (6,216)
======================================== ===== ============ ============
Total operating profits 3,428 53,565
---------------------------------------- ----- ------------ ------------
Operating expenses 7 (55,015) (38,607)
---------------------------------------- ----- ------------ ------------
Investment Manager remuneration 29.2 (13,128) (13,671)
---------------------------------------- ----- ------------ ------------
Directors' remuneration 29.1 (904) (159)
---------------------------------------- ----- ------------ ------------
Depreciation charge 14 (2,919) (3,239)
---------------------------------------- ----- ------------ ------------
Professional fees 9 (8,164) (7,428)
---------------------------------------- ----- ------------ ------------
Administrative and other
expenses 10 (6,100) (5,552)
---------------------------------------- ----- ------------ ------------
Total operating and other
expenses (86,230) (68,656)
---------------------------------------- ----- ------------ ------------
Results from operating
activities (82,802) (15,091)
---------------------------------------- ----- ------------ ------------
Finance income 11 106 325
---------------------------------------- ----- ------------ ------------
Finance costs 11 (20,855) (15,959)
---------------------------------------- ----- ------------ ------------
Net finance costs (20,749) (15,634)
---------------------------------------- ----- ------------ ------------
Gain on disposal of investment
in subsidiaries 31 823 2,497
---------------------------------------- ----- ------------ ------------
Profit on dilution in equity-accounted
investees 19 - 149
---------------------------------------- ----- ------------ ------------
Share of (losses)/profit
on equity-accounted investees,
net of tax 19 (44,553) 50,146
---------------------------------------- ----- ------------ ------------
Impairment loss on remeasurement
of disposal groups 16 (763) -
---------------------------------------- ----- ------------ ------------
Impairment loss and write
offs of property, plant
and equipment 14 (15,247) (13)
---------------------------------------- ----- ------------ ------------
Reversal of impairment
loss on property, plant
and equipment 14 - 670
---------------------------------------- ----- ------------ ------------
Total non-operating (losses)/profits (59,740) 53,449
---------------------------------------- ----- ------------ ------------
(Loss)/profit before taxation (163,291) 22,724
---------------------------------------- ----- ------------ ------------
Taxation 12 15,296 1,588
---------------------------------------- ----- ------------ ------------
(Loss)/profit (147,995) 24,312
---------------------------------------- ----- ------------ ------------
Other comprehensive income
---------------------------------------- ----- ------------ ------------
Items that will not be
reclassified to profit
or loss
---------------------------------------- ----- ------------ ------------
Revaluation of property,
plant and equipment 14 (15,181) 6,322
---------------------------------------- ----- ------------ ------------
Share of revaluation on
equity-accounted investees 19 27 (22)
---------------------------------------- ----- ------------ ------------
Related tax 12 1,791 (555)
---------------------------------------- ----- ------------ ------------
(13,363) 5,745
---------------------------------------- ----- ------------ ------------
Items that are or may be
reclassified subsequently
to profit or loss
---------------------------------------- ----- ------------ ------------
Foreign currency translation
differences 11 17,221 15,330
---------------------------------------- ----- ------------ ------------
Translation differences
to profit or loss due to
disposal of subsidiary - (2,709)
---------------------------------------- ----- ------------ ------------
Net change in fair value
of available-for-sale financial
assets 18 - (64)
---------------------------------------- ----- ------------ ------------
17,221 12,557
---------------------------------------- ----- ------------ ------------
Other comprehensive income,
net of tax 3,858 18,302
---------------------------------------- ----- ------------ ------------
Total comprehensive income (144,137) 42,614
---------------------------------------- ----- ------------ ------------
(Loss)/profit attributable
to:
---------------------------------------- ----- ------------ ------------
Owners of the Company (145,360) 21,639
---------------------------------------- ----- ------------ ------------
Non-controlling interests (2,635) 2,673
---------------------------------------- ----- ------------ ------------
(147,995) 24,312
======================================== ===== ============ ============
Total comprehensive income
attributable to:
---------------------------------------- ----- ------------ ------------
Owners of the Company (144,228) 36,731
---------------------------------------- ----- ------------ ------------
Non-controlling interests 91 5,883
======================================== ===== ============ ============
(144,137) 42,614
======================================== ===== ============ ============
(Loss)/EARNINGS per share ---------------------------------------- ----- ------------ ------------ Basic and diluted (loss)/earnings per share (EUR) 13 (0.18) 0.03 ---------------------------------------- ----- ------------ ------------
Consolidated statement of financial position
As at 31 December 2015
31 December 31 December
2015 2014
Note EUR'000 EUR'000
------------------------------- ----- ------------ ------------
Assets
------------------------------- ----- ------------ ------------
Property, plant and equipment 14 187,015 176,765
------------------------------- ----- ------------ ------------
Investment property 15 340,853 451,880
------------------------------- ----- ------------ ------------
Equity-accounted investees 19 188,637 234,223
------------------------------- ----- ------------ ------------
Available-for-sale financial
assets 18 2,201 2,201
------------------------------- ----- ------------ ------------
Deferred tax assets 24 997 2,557
------------------------------- ----- ------------ ------------
Trade and other receivables 20 1,178 2,584
------------------------------- ----- ------------ ------------
Non-current assets 720,881 870,210
------------------------------- ----- ------------ ------------
Trading properties 17 37,387 52,323
------------------------------- ----- ------------ ------------
Trade and other receivables 20 15,002 21,138
------------------------------- ----- ------------ ------------
Cash and cash equivalents 21 41,990 30,978
------------------------------- ----- ------------ ------------
Assets held for sale 16 70,240 -
------------------------------- ----- ------------ ------------
Current assets 164,619 104,439
------------------------------- ----- ------------ ------------
Total assets 885,500 974,649
=============================== ===== ============ ============
Equity
------------------------------- ----- ------------ ------------
Share capital 22 9,046 6,424
------------------------------- ----- ------------ ------------
Share premium 22 569,847 498,933
------------------------------- ----- ------------ ------------
Retained (deficit)/earnings (121,706) 28,821
=============================== ===== ============ ============
Other reserves 24,402 23,270
=============================== ===== ============ ============
Equity attributable to
owners of the Company 481,589 557,448
------------------------------- ----- ------------ ------------
Non-controlling interests 34,939 30,364
------------------------------- ----- ------------ ------------
Total equity 516,528 587,812
------------------------------- ----- ------------ ------------
Liabilities
------------------------------- ----- ------------ ------------
Loans and borrowings 23 191,152 213,923
------------------------------- ----- ------------ ------------
Finance lease liabilities 25 2,956 7,628
------------------------------- ----- ------------ ------------
Deferred tax liabilities 24 30,129 55,180
------------------------------- ----- ------------ ------------
Trade and other payables 27 6,698 12,262
------------------------------- ----- ------------ ------------
Deferred revenue 26 17,846 9,131
------------------------------- ----- ------------ ------------
Non-current liabilities 248,781 298,124
------------------------------- ----- ------------ ------------
Loans and borrowings 23 32,528 26,166
------------------------------- ----- ------------ ------------
Finance lease liabilities 25 77 467
------------------------------- ----- ------------ ------------
Trade and other payables 27 58,241 44,187
------------------------------- ----- ------------ ------------
Deferred revenue 26 11,220 17,893
------------------------------- ----- ------------ ------------
Liabilities held for sale 16 18,125 -
------------------------------- ----- ------------ ------------
Current liabilities 120,191 88,713
------------------------------- ----- ------------ ------------
Total liabilities 368,972 386,837
------------------------------- ----- ------------ ------------
Total equity and liabilities 885,500 974,649
------------------------------- ----- ------------ ------------
Net asset value ('NAV')
per share (EUR) 28 0.53 0.87
------------------------------- ----- ------------ ------------
Consolidated statement of changes in equity
For the year ended 31 December 2015
Attributable to owners
of the Company
-----------------------------------------------------------------------------------------
Retained
Share Share Translation Revaluation earnings/ Non-controlling Total
capital premium reserve reserve (deficit) Total interests equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Balance at 1
January 2014 6,424 498,933 1,491 6,768 10,056 523,672 24,504 548,176
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Total comprehensive
income
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Profit - - - - 21,639 21,639 2,673 24,312
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Other comprehensive
income
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Revaluation of
property, plant
and equipment, net
of tax - - - 5,661 - 5,661 106 5,767
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Foreign currency
translation
differences - - 11,913 385 (72) 12,226 3,104 15,330
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Translation
differences to
profit or loss due
to disposal of
subsidiary - - (2,709) - - (2,709) - (2,709)
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Share of
revaluation on
equity accounted
investees - - - (22) - (22) - (22)
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Fair value
adjustment on
available-for-sale
financial asset - - - (64) - (64) - (64)
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Depreciation
transfer due to
revaluation - - - (153) 153 - - -
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Total other
comprehensive
income - - 9,204 5,807 81 15,092 3,210 18,302
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Total comprehensive
income - - 9,204 5,807 21,720 36,731 5,883 42,614
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Transactions with
owners of the
Company
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Changes in
ownership interests
-------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Acquisition of
non-controlling interests without a change in control - - - - (2,955) (2,955) (23) (2,978) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total changes in ownership interests - - - - (2,955) (2,955) (23) (2,978) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total transactions with owners of the Company - - - - (2,955) (2,955) (23) (2,978) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Balance at 31 December 2014 6,424 498,933 10,695 12,575 28,821 557,448 30,364 587,812 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Balance at 1 January 2015 6,424 498,933 10,695 12,575 28,821 557,448 30,364 587,812 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total comprehensive income -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Loss - - - - (145,360) (145,360) (2,635) (147,995) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Other comprehensive income -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Revaluation of property, plant and equipment, net of tax - - - (12,993) - (12,993) (397) (13,390) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Foreign currency translation differences - - 13,244 854 - 14,098 3,123 17,221 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Share of revaluation on equity accounted investees - - - 27 - 27 - 27 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total other comprehensive income - - 13,244 (12,112) - 1,132 2,726 3,858 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total comprehensive income - - 13,244 (12,112) (145,360) (144,228) 91 (144,137) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Transactions with owners of the Company -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Contributions and distributions -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Issue of ordinary shares 2,193 60,527 - - - 62,720 - 62,720 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Placement costs - (1,464) - - - (1,464) - (1,464) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Bond conversions 429 11,851 - - - 12,280 - 12,280 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Equity-settled share-based payment arrangements (see note 30) - - - - 375 375 - 375 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Non-controlling interests on capital increases of subsidiaries - - - - (545) (545) 545 - -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total contribution and distributions 2,622 70,914 - - (170) 73,366 545 73,911 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Changes in ownership interests -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Acquisition of non-controlling interests without a change in control - - - - (4,997) (4,997) 3,236 (1,761) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Other movement in non-controlling interests - - - - - - 703 703 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total changes in ownership interests - - - - (4,997) (4,997) 3,939 (1,058) -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Total transactions with owners of the Company 2,622 70,914 - - (5,167) 68,369 4,484 72,853 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ---------- Balance at 31 December 2015 9,046 569,847 23,939 463 (121,706) 481,589 34,939 516,528 -------------------- -------- -------- ------------ ------------ ----------- ---------- ---------------- ----------
Consolidated statement of cash flows
For the year ended 31 December 2015
31 December 31 December
2015 2014
EUR'000 EUR'000
---------------------------------------- ------------ ------------
Cash flows from operating activities
---------------------------------------- ------------ ------------
(Loss)/profit (147,995) 24,312
----------------------------------------- ------------ ------------
Adjustments for:
---------------------------------------- ------------ ------------
Net change in fair value of
investment property 45,047 (18,576)
========================================= ============ ============
Impairment loss on trading properties 3,431 6,216
----------------------------------------- ------------ ------------
Gain on disposal of investment
in subsidiaries (823) (2,497)
----------------------------------------- ------------ ------------
Profit on dilution in equity
accounted investees - (149)
----------------------------------------- ------------ ------------
Share of losses/(profit) on
equity accounted investees, net
of tax 44,553 (50,146)
----------------------------------------- ------------ ------------
Equity-settled share-based payment 375 -
arrangements
---------------------------------------- ------------ ------------
Impairment on remeasurement 763 -
of disposal groups
---------------------------------------- ------------ ------------
Impairment loss and write offs
of property, plant and equipment 15,247 13
----------------------------------------- ------------ ------------
Reversal of impairment loss
on property, plant and equipment - (670)
----------------------------------------- ------------ ------------
Concession/write off of land 2,607 -
---------------------------------------- ------------ ------------
Depreciation charge 2,919 3,239
----------------------------------------- ------------ ------------
Interest income (106) (325)
----------------------------------------- ------------ ------------
Interest expense 19,700 15,228
----------------------------------------- ------------ ------------
Exchange difference 2,590 (4,303)
----------------------------------------- ------------ ------------
Taxation (15,296) (1,588)
----------------------------------------- ------------ ------------
(26,988) (29,246)
---------------------------------------- ------------ ------------ Changes in: ---------------------------------------- ------------ ------------ Receivables 810 3,400 ----------------------------------------- ------------ ------------ Payables 16,495 6,853 ----------------------------------------- ------------ ------------ Cash used in operating activities (9,683) (18,993) ========================================= ============ ============ Tax paid (160) (207) ----------------------------------------- ------------ ------------ Net cash used in operating activities (9,843) (19,200) ----------------------------------------- ------------ ------------ Cash flows from investing activities ---------------------------------------- ------------ ------------ (Outflow)/proceeds from disposal of subsidiaries, net of cash disposed of (299) 10,047 ----------------------------------------- ------------ ------------ Net acquisitions of investment property (308) (1,406) ----------------------------------------- ------------ ------------ Net acquisitions of property, plant and equipment (42,260) (23,412) ----------------------------------------- ------------ ------------ Net change in trading properties 16,189 4,510 ----------------------------------------- ------------ ------------ Net change in equity accounted investees (286) (1,116) ========================================= ============ ============ Interest received 106 325 ========================================= ============ ============ Net cash used in investing activities (26,858) (11,052) ----------------------------------------- ------------ ------------ Cash flows from financing activities ---------------------------------------- ------------ ------------ Proceeds from issue of share 61,256 - capital ---------------------------------------- ------------ ------------ Acquisition of non-controlling interests without a change in control (1,761) (2,978) ----------------------------------------- ------------ ------------ Change in loans and borrowings 3,892 72,708 ----------------------------------------- ------------ ------------ Change in finance lease obligations 1,100 (346) ----------------------------------------- ------------ ------------ Interest paid (13,183) (15,228) ========================================= ============ ============ Net cash from financing activities 51,304 54,156 ----------------------------------------- ------------ ------------ Net increase in cash and cash equivalents 14,603 23,904 ----------------------------------------- ------------ ------------ Cash and cash equivalents at 1 January 28,739 4,861 ----------------------------------------- ------------ ------------ Effect of movement in exchange rates on cash held (587) (26) ----------------------------------------- ------------ ------------ Cash and cash equivalents reclassified to assets held for sale (765) ========================================= ============ ============ Cash and cash equivalents at 31 December 41,990 28,739 ========================================= ============ ============ For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of the following: ---------------------------------------- ------------ ------------ Cash in hand and at bank (see note 21) 41,990 30,978 ----------------------------------------- ------------ ------------ Bank overdrafts (see note 23) - (2,239) ----------------------------------------- ------------ ------------ Cash and cash equivalents at the end of the year 41,990 28,739 ========================================= ============ ============ 1. REPORTING ENTITY
Dolphin Capital Investors Limited (the 'Company') was incorporated and registered in the British Virgin Islands ('BVIs') on 7 June 2005. The Company is a real estate investment company focused on the early-stage, large-scale leisure-integrated residential resorts in south-east Europe and the Americas, and managed by Dolphin Capital Partners Limited (the 'Investment Manager'), an independent private equity management firm that specialises in real estate investments, primarily in south-east Europe. The shares of the Company were admitted to trading on the AIM market of the London Stock Exchange ('AIM') on 8 December 2005.
The consolidated financial statements of the Company as at 31 December 2015 comprise the financial statements of the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates.
The consolidated financial statements of the Group as at and for the year ended 31 December 2015 are available at www.dolphinci.com.
2. basis of preparation a. Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union ('EU').
The consolidated financial statements were authorised for issue by the Board of Directors on 29 June 2016.
b. Basis of measurement
The consolidated financial statements have been prepared under the historical cost convention, with the exception of property (investment property, property, plant and equipment), available-for-sale financial assets, which are stated at their fair values, assets and liabilities held for sale, which are stated at the lower of their carrying amount and fair value less costs to sell and investments in associates, which are accounted for in accordance with the equity method of accounting.
c. Adoption of new and revised standards and interpretations
As from 1 January 2015, the Group adopted all changes to IFRS which are relevant to its operations. This adoption did not have a material effect on the consolidated financial statements of the Company.
The following standards, amendments to standards and interpretations have been issued but are not yet effective for annual periods beginning on 1 January 2015. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. Although, the Group continues to assess the potential impact on its consolidated financial statements resulting from the application of the following standards, it currently expects that their adoption in future periods will not have a significant effect on the consolidated financial statements of the Company.
(i) Standards and interpretations adopted by the EU
-- Annual Improvements to IFRSs 2010-2012 (effective for annual periods beginning on or after 1 February 2015).
These amendments impact seven standards. The amendments to IFRS 2 amend the definitions of 'vesting condition' and 'market condition' and add definitions for 'performance condition' and 'service condition' that previously formed part of the definition of 'vesting condition'. The amendments to IFRS 3 clarify that contingent consideration which is classified as an asset or a liability should be measured at fair value at each reporting date. The amendments to IFRS 8, require disclosure of judgements made by management in applying the aggregation criteria to operating segments. They also clarify that an entity is only required to provide reconciliations of the total of the reportable segments' assets to the entity's assets if the segment assets are reported regularly. Amendments to IFRS 13 clarify that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting if the effect of not discounting is immaterial. The amendments to IAS 16 and IAS 38 clarify that when an item of property, plant and equipment or an intangible asset is revalued, the gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount. Finally, the amendments to IAS 24 clarify that when an entity is providing key management personnel services to the reporting entity or to the parent of the reporting entity it is considered a related party of the reporting entity.
-- IAS 1 (Amendments): Disclosure Initiative (effective for annual periods beginning on or after 1 January 2016).
The amendments introduce changes in various areas. In relation to materiality the amendments clarify that information should not be obscured by aggregating or by providing immaterial information, that materiality considerations apply to all parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply. In relation to the statement of financial position and statement of profit or loss and other comprehensive income, the amendments clarify that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and provide additional guidance on subtotals in these statements. They also clarify that an entity's share of other comprehensive income of equity-accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss. In relation to the notes to the financial statements the amendments add additional guidance of ordering the notes so as to clarify that understandability and comparability should be considered when determining the order of the notes in order to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1.
-- Annual Improvements to IFRSs 2012-2014 Cycle (effective for annual periods beginning on or after 1 January 2016).
The amendments include the following: IFRS 5 was amended to clarify that changes in the manner of disposal (reclassification from 'held for sale' to 'held for distribution' or vice versa) does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such. The amendment to IFRS 7 adds guidance to help management determine whether the terms of an arrangement to service a financial asset which has been transferred constitute continuing involvement, for the purposes of disclosures required by IFRS 7. IAS 34 will require a cross reference from the interim financial statements to the location of information disclosed elsewhere in the interim financial report.
-- IAS 16 and IAS 38 (Amendments) 'Clarification of acceptable methods of depreciation and amortisation' (effective for annual periods beginning on or after 1 January 2016).
In this amendment, the IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. However, in relation to intangible assets, the IASB stated that there are limited circumstances when the presumption can be overcome. This is applicable when the intangible asset is expressed as a measure of revenue and it can be demonstrated that revenue and the consumption of economic benefits of the intangible asset are highly correlated.
(ii) Standards and interpretations not adopted by the EU
-- IAS 7 (Amendments) 'Disclosure Initiative' (effective for annual accounting periods beginning on or after 1 January 2017).
The amendments are intended to clarify IAS 7 and improve information provided to users for an entity's financing activities. The amendments will require that the following changes in liabilities arising from financing activities are disclosed (to the extent necessary): (a) changes from financing cash flows; (b) changes arising from obtaining or losing control of subsidiaries or other businesses; (c) the effect of changes in foreign exchange rates; (d) changes in fair values; and (e) other changes.
-- IAS 12 (Amendments) 'Recognition of Deferred Tax Assets for Unrealised Losses' (effective for annual accounting periods beginning on or after 1 January 2017).
The amendments will give clarifications in relation to the recognition of a deferred tax asset that is related to a debt instrument measured at fair value. Additionally, it clarifies that the carrying amount of an asset does not limit the estimation of probable future taxable profits and that estimates for future taxable profits exclude tax deductions resulting from the reversal of deductible temporary differences. Further, it clarifies that an entity assesses a deferred tax asset in combination with other deferred tax assets. Finally, where tax law restricts the utilisation of tax losses, an entity would assess a deferred tax asset in combination with other deferred tax assets of the same type.
-- IFRS 15 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018).
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 'Revenue', IAS 11 'Construction Contracts' and IFRIC 13 'Customer Loyalty Programs'.
-- IFRS 9 'Financial Instruments' (effective for annual periods beginning on or after 1 January 2018).
IFRS 9 replaces the existing guidance in IAS 39. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39.
-- IFRS 16 'Leases' (effective for annual periods beginning on or after 1 January 2019).
IFRS 16 will supersede IAS 17 and related interpretations. The new standard will bring most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however will remain largely unchanged and the distinction between operating and finance leases is retained.
d. Use of estimates and judgements
The preparation of consolidated financial statements in accordance with IFRS requires from Management the exercise of judgement, to make estimates and assumptions that influence the application of accounting principles and the related amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are described below:
Work in progress
Work in progress is stated at cost plus any attributable profit less any foreseeable losses and less amounts received or receivable as progress payments. The cost of work in progress includes materials, labour and direct expenses plus attributable overheads based on a normal level of activity. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each statement of financial position date.
Revenue recognition
The Group applies the provisions of IAS18 for accounting for revenue from sale of developed property, under which income and cost of sales are recognised upon delivery and when substantially all risks have been transferred to the buyer.
Provision for bad and doubtful debts
The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the customer's payment record and the customer's overall financial position. If indications of irrecoverability exist, the recoverable amount is estimated and a respective provision for bad and doubtful debts is made. The amount of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly.
Taxation
Significant judgement is required in determining the provision for taxation. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income taxand deferred tax provisions in the period in which such determination is made.
Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Significant unobservable inputs and valuation adjustments are regularly reviewed and changes in fair value measurements from period to period are analysed.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
-- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
When applicable, further information about the assumptions made in measuring fair values is included in the notes specific to that asset or liability.
e. Functional and presentation currency
These consolidated financial statements are presented in Euro (EUR), which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
3. Determination of fair values
Properties
The fair value of investment property and land and buildings classified as property, plant and equipment is determined at the end of each reporting period. External, independent valuation companies, having appropriate recognised professional qualifications and recent experience in the location and category of the properties being valued, value the Group's properties at the end of each year and where necessary, semi-annually and quarterly.
The Directors have appointed Colliers International, American Appraisal (Hellas) and PKF Consulting USA, three internationally recognised firms of surveyors, to conduct valuations of the Group's acquired properties to determine their fair value. These valuations are prepared in accordance with generally accepted appraisal standards, as set out by the American Society of Appraisers (the 'ASA'), and in conformity with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation and the Principles of Appraisal Practice and Code of Ethics of the ASA and the Royal Institute of Chartered Surveyors ('RICS'). Furthermore, the valuations are conducted on an 'as is condition' and on an open market comparative basis.
The valuation analysis of properties is based on all the pertinent market factors that relate both to the real estate market and, more specifically, to the subject properties. The valuation analysis of a property typically uses four approaches: the cost approach, the direct sales comparison approach, the income approach and the residual value approach. The cost approach measures value by estimating the Replacement Cost New or the Reproduction Cost New of property and then determining the deductions for accrued depreciation that should be made to reflect the age, condition and situation of the asset during its past and proposed future economic working life. The direct sales comparison approach is based on the premise that persons in the marketplace buy by comparison. It involves acquiring market sales/offerings data on properties similar to the subject property. The prices of the comparables are then adjusted for any dissimilar characteristics as compared to the subject's characteristics. Once the sales prices are adjusted, they can be reconciled to estimate the fair value for the subject property. Based on the income approach, an estimate is made of prospective economic benefits of ownership. These amounts are discounted and/or capitalised at appropriate rates of return in order to provide an indication of value. The residual value approach is used for the valuation of the land and depends on two basic factors: the location and the total value of the buildings developed on a site. Under this approach, the residual value of the land is calculated by subtracting from the estimated sales value of the completed development, the development cost.
Each of the above-mentioned valuation techniques results in a separate valuation indication for the subject property. Then a reconciliation process is performed to weigh the merits and limiting conditions of each approach. Once this is accomplished, a value conclusion is reached by placing primary weight on the technique, or techniques, that are considered to be the most reliable, given all factors.
Financial assets
The fair value of financial assets that are listed on a stock exchange is determined by reference to their quoted bid price at the reporting date. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.
Trade and other receivables
The fair value of trade and other receivables, excluding construction work in process, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.
Equity-settled share-based payment arrangements
The fair value of equity-settled share-based payment arrangements are measured at grant date using the Trinomial Tree Option Pricing Model and Monte Carlo simulations. Service and non-market performance conditions attached to the arrangements are not taken into account in measuring fair value.
4. PRINCIPAL subsidiaries
As at 31 December 2015, the Group's most significant subsidiaries were the following:
Country Shareholding
of
Name Project incorporation interest
----------------------------- --------------------- --------------- -------------
Scorpio Bay Holdings
Limited Scorpio Bay Resort Cyprus 100%
============================= ===================== =============== =============
Scorpio Bay Resorts
S.A. Scorpio Bay Resort Greece 100%
============================= ===================== =============== =============
Latirus Enterprises Sitia Bay Golf
Limited Resort Cyprus 80%
============================= ===================== =============== =============
Iktinos Techniki Touristiki Sitia Bay Golf
S.A. ('Iktinos') Resort Greece 78%
============================= ===================== =============== =============
Lavender Bay
Xscape Limited Resort Cyprus 100%
============================= ===================== =============== =============
Golfing Developments Lavender Bay
S.A. Resort Greece 100%
============================= ===================== =============== =============
MindCompass Overseas Kilada Hills
Limited Golf Resort Cyprus 100%
============================= ===================== =============== =============
MindCompass Overseas Kilada Hills
S.A. Golf Resort Greece 100%
============================= ===================== =============== =============
MindCompass Overseas Kilada Hills
Two S.A. Golf Resort Greece 100%
============================= ===================== =============== =============
Kilada Hills
MindCompass Parks S.A. Golf Resort Greece 100%
============================= ===================== =============== =============
Dolphin Capital Greek Kilada Hills
Collection Limited Golf Resort Cyprus 100%
============================= ===================== =============== =============
DCI Holdings One Limited
('DCI H1') Aristo Developers BVIs 100%
============================= ===================== =============== =============
D.C. Apollo Heights
Polo and Country Resort Apollo Heights
Limited Resort Cyprus 100%
============================= ===================== =============== =============
Apollo Heights
Symboula Estates Limited Resort Cyprus 100%
============================= ===================== =============== =============
DolphinCI Fourteen
Limited ('DCI 14') Amanzoe Cyprus 100%
============================= ===================== =============== =============
Eidikou Skopou Dekatessera
S.A. ('ES 14') Amanzoe Greece 100%
============================= ===================== =============== =============
Eidikou Skopou Dekaokto
S.A. ('ES 18') Amanzoe Greece 100%
============================= ===================== =============== =============
Single Purpose Vehicle
Two Limited ('SPV 2') Amanzoe Cyprus 68%
============================= ===================== =============== =============
Eidikou Skopou Eikosi
Ena S.A. Amanzoe Greece 68%
============================= ===================== =============== =============
Azurna Uvala D.o.o.
('Azurna') Livka Bay Resort Croatia 100%
============================= ===================== =============== =============
Eastern Crete Development
Company S.A. Plaka Bay Resort Greece 100%
============================= ===================== =============== =============
La Vanta- Mediterra
DolphinLux 2 S.a.r.l. Resorts Luxembourg 100%
============================= ===================== =============== =============
Kalkan Yapi ve Turizm La Vanta- Mediterra
A.S. ('Kalkan') Resorts Turkey 100%
============================= ===================== =============== =============
Dolphin Capital Americas
Limited BVIs 100%
==================================================== ============== =============
DCA Pearl Holdings
Limited Pearl Island BVIs 100%
============================= ===================== =============== =============
Playa Grande
DCA Holdings Six Limited Club & Reserve BVIs 100%
============================= ===================== =============== =============
DCA Holdings Seven Playa Grande
Limited Club & Reserve BVIs 100%
============================= ===================== =============== =============
DCI Holdings Seven
Limited ('DCI H7') BVIs 100%
==================================================== ============== =============
Playa Grande Holdings Playa Grande Dominican
Inc. ('PGH') Club & Reserve Republic 100%
============================= ===================== =============== =============
Single Purpose Vehicle
Eight Limited Triopetra Cyprus 100%
============================= ===================== =============== =============
Eidikou Skopou Dekapente
S.A. Triopetra Greece 100%
============================= ===================== =============== =============
Single Purpose Vehicle
Ten Limited ('SPV 10') Kea Resort Cyprus 67%
============================= ===================== =============== =============
Eidikou Skopou Eikosi
Tessera S.A. Kea Resort Greece 67%
============================= ===================== =============== =============
Pearl Island Limited Panama
S.A. Pearl Island Republic 60%
============================= ===================== =============== =============
Panama
Zoniro (Panama) S.A. Pearl Island Republic 60%
============================= ===================== =============== =============
The above shareholding interest percentages are rounded to the nearest integer.
As at 31 December 2015 and 31 December 2014, all or part of the shares held by the Company in some of its subsidiaries are pledged as a security for loans (see note 23).
5. Significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all periods presented in these consolidated financial statements unless otherwise stated.
5.1 Subsidiaries
Subsidiaries are those entities, including special purpose entities, controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
5.2 Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated to the extent of the Group's interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
5.3 Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.
The Group measures goodwill at the acquisition date as the fair value of the consideration transferred, plus the recognised amount of any non-controlling interests in the acquiree, plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling shareholders' proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.
5.4 Interest in equity-accounted investees
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Associates are accounted for using the equity method (equity accounted investees) and are initially recognised at cost. The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the income and expenses and equity movements of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group's share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
5.5 Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of the business, use in the production or supply of goods or services or for administration purposes. Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. When an investment property that was previously classified as property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings.
When the use of property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.
A property interest under an operating lease is classified and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classified as an investment property is carried at fair value. Lease payments are accounted for as described in accounting policy 5.10.
5.6 Property, plant and equipment
Land and buildings are carried at fair value, based on valuations by external independent valuers, less subsequent depreciation for buildings. Revaluations are carried out with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the statement of financial position date. All other property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to fair value reserve in shareholders' equity. Decreases that offset previous increases of the same asset are charged against that reserve; all other decreases are recognised in profit or loss.
The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and appropriate proportion of production overheads.
Depreciation charge is recognised in profit or loss on a straight-line basis over the estimated useful lives of items of property, plant and equipment, unless it constitutes part of the cost of another asset in which case is included in this asset's carrying amount. Freehold land is not depreciated.
The annual rates of depreciation are as follows:
Buildings 3% Machinery and equipment 10% - 33.33% Motor vehicles and other 10% - 20%
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in profit or loss as incurred.
5.7 Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to investment property, trading properties, financial assets, deferred tax assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognised in profit or loss.
Once classified as held for sale, property, plant and equipment is no longer depreciated, and any equity-accounted investee is no longer equity accounted.
5.8 Trading properties
Trading properties (inventory) are shown at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of the business less the estimated costs of completion and the estimated costs necessary to make the sale. Cost of trading properties is determined on the basis of specific identification of their individual costs and represents the fair value paid at the date that the land was acquired by the Group.
5.9 Work in progress
Work in progress is stated at cost plus any attributable profit less any foreseeable losses and less amounts received or receivable as progress payments. The cost of work in progress includes materials, labour and direct expenses plus attributable overheads based on a normal level of activity.
5.10 Leased assets
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property held under operating leases that would otherwise meet the definition of investment property may be classified as investment property on a property-by-property basis. Such property is accounted for as if it were a finance lease and the fair value model is used for the asset recognised. Minimum lease payments on finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
5.11 Trade and other receivables
Trade and other receivables are stated at their cost less impairment losses (see accounting policy 5.22).
5.12 Financial assets
The classification of the Group's investments in equity securities depends on the purpose for which the investments were acquired. Management determines the classification of investments at initial recognition and re-evaluates this designation at every statement of financial position date.
Available-for-sale financial assets
Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available for sale. These are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Unrealised gains and losses arising from changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income and then in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss. In respect of available-for-sale equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of fair value reserve.
5.13 Cash and cash equivalents
Cash and cash equivalents comprise cash deposited with banks and bank overdrafts repayable on demand. Cash equivalents are short-term, highly-liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
5.14 Share capital and premium
Share capital represents the issued amount of shares outstanding at their par value. Any excess amount of capital raised is included in share premium. External costs directly attributable to the issue of new shares, other than on a business combination, are shown as a deduction, net of tax, in share premium from the proceeds. Share issue costs incurred directly in connection with a business combination are included in the cost of acquisition.
5.15 Own shares
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a reduction from equity. Repurchased shares are classified as own shares and are presented as a reduction from total equity. When own shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to share premium.
5.16 Dividends
Dividends are recognised as a liability in the period in which they are declared and approved and are subtracted directly from retained earnings.
5.17 Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in profit or loss over the period of the borrowings on an effective interest basis.
5.18 Trade and other payables
Trade and other payables are stated at their cost.
5.19 Prepayments from clients
Payments received in advance on development contracts for which no revenue has been recognised yet, are recorded as prepayments from clients as at the statement of financial position date and carried under creditors. Payments received in advance on development contracts for which revenue has been recognised, are recorded as prepayments from clients to the extent that they exceed revenue that was recognised in profit or loss as at the statement of financial position date.
5.20 Provisions
A provision is recognised in the consolidated statement of financial position when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
5.21 Expenses
Investment Manager remuneration, directors' remuneration, operational expenses, professional fees, administrative and other expenses are accounted for on an accrual basis. Expenses are charged to profit or loss, except for expenses incurred on the acquisition of an investment property, which are included within the cost of that investment. Expenses arising on the disposal of an investment property are deducted from the disposal proceeds.
5.22 Impairment
The carrying amounts of the Group's assets, other than investment property (see accounting policy 5.5) and deferred tax assets (see accounting policy 5.31), are reviewed at each statement of financial position date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated. The recoverable amount is the greater of the net selling price and value in use of an asset. In assessing value in use of an asset, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then, to reduce the carrying amount of the other assets in the unit on a pro rata basis.
5.23 Revenue recognition
Revenue comprises the invoiced amount for the sale of goods and services net of value added tax, rebates and discounts. Revenues earned by the Group are recognised on the following bases:
Income from land and buildings under development
The Group applies IAS 18 'Revenue' for income from land and buildings under development, according to which revenue and the related costs are recognised in profit or loss when the building has been completed and delivered and all associated risks have been transferred to the buyer.
Construction contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the statement of financial position date, as measured by the proportion that contract costs incurred for work performed to date compared to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
5.24 Equity-settled share-based payment arrangements
The grant-date fair value of equity-settled share-based arrangements is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The grant-date fair value is measured to reflect market performance conditions and there is no true-up for differences between expected and actual outcomes. The amount recognised as an expense, is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
5.25 Finance income and costs
Finance income comprises interest income on funds invested, dividend income and gains on the disposal of and increase in the fair value of financial assets at fair value through profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and losses on the disposal of and reduction in the fair value of financial assets at fair value through profit or loss.
The interest expense component of finance lease payments is recognised in profit or loss using the effective interest method.
5.26 Foreign currency translation
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.
5.27 Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Euro at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to Euro at exchange rates at the dates of the transactions.
The income and expenses of foreign operations in hyperinflationary economies are translated to Euro at the exchange rate at the reporting date. Prior to translating the financial statements of foreign operations in hyperinflationary economies, their financial statements for the current period are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices at the reporting date.
Foreign currency differences are recognised directly in equity in the foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to profit or loss.
5.28 Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (operating segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. Segment results that are reported to the Group's chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
5.29 Earnings per share
The Group presents basic and diluted (if applicable) earnings per share ('EPS') data for its shares. Basic EPS is calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential shares.
5.30 NAV per share
The Group presents NAV per share by dividing the total equity attributable to owners of the Company by the number of shares outstanding as at the statement of financial position date.
5.31 Taxation
Taxation comprises current and deferred tax. Taxation is recognised in profit or loss, except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the statement of financial position method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to the tax liabilities will impact tax expense in the period that such a determination is made.
5.32 Government grants
Government grants are recognised when there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants related to non-current assets are recognised as deferred income that is recognised in profit or loss on a systematic basis over the useful life of the asset. Government grants that relate to expenses are recognised in profit or loss as revenue.
5.33 Comparatives
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
6. revenue
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
------------------------------------------- ---------- ----------
Income from hotel operations 10,815 8,733
------------------------------------------- ---------- ----------
Income from operation of golf courses 155 125
------------------------------------------- ---------- ----------
Income from construction contracts 5,700 13,416
------------------------------------------- ---------- ----------
Sale of trading and investment properties 34,629 16,166
------------------------------------------- ---------- ----------
Rental income 329 389
------------------------------------------- ---------- ----------
Other income 278 2,376
------------------------------------------- ---------- ----------
Total 51,906 41,205
------------------------------------------- ---------- ----------
7. OPERATING EXPENSES
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
----------------------------------- ---------- ----------
Cost of sales related to:
----------------------------------- ---------- ----------
Hotel operations 3,997 2,894
----------------------------------- ---------- ----------
Golf course operations 470 254
----------------------------------- ---------- ----------
Construction contracts 3,147 9,219
----------------------------------- ---------- ----------
Sales of trading and investment
properties 29,926 13,385
----------------------------------- ---------- ----------
Commission to agents and other 358 203
----------------------------------- ---------- ----------
Electricity and fuel 307 448
----------------------------------- ---------- ----------
Concession/write off of land (see 2,607 -
note 15)
----------------------------------- ---------- ----------
Personnel expenses (see below) 8,975 8,305
----------------------------------- ---------- ----------
Branding management fees 3,552 2,489
----------------------------------- ---------- ----------
Other operating expenses 1,676 1,410
----------------------------------- ---------- ----------
Total 55,015 38,607
----------------------------------- ---------- ----------
Personnel expenses
From 1 January 2015
to 31 December 2015
======================================================
Hotel Project Total Construction
& leisure maintenance in progress
operations & development
---------------------------- ------------ --------------- -------- -------------
EUR'000 EUR'000 EUR'000 EUR'000
---------------------------- ------------ --------------- -------- -------------
Wages and salaries 3,910 2,482 6,392 74
---------------------------- ------------ --------------- -------- -------------
Compulsory social security
contributions 891 800 1,691 3
---------------------------- ------------ --------------- -------- -------------
Contributions to defined
contribution plans - 29 29 -
---------------------------- ------------ --------------- -------- -------------
Other personnel costs 422 441 863 -
---------------------------- ------------ --------------- -------- -------------
Total 5,223 3,752 8,975 77
---------------------------- ------------ --------------- -------- -------------
The average number of
employees employed by
the Group during the year
were 229 157 386 2
---------------------------- ------------ --------------- -------- -------------
From 1 January 2014
to 31 December 2014
======================================================
Hotel Project Total Construction
& leisure maintenance in progress
operations & development
---------------------------- ------------ --------------- -------- -------------
EUR'000 EUR'000 EUR'000 EUR'000
---------------------------- ------------ --------------- -------- -------------
Wages and salaries 3,445 2,559 6,004 267
---------------------------- ------------ --------------- -------- -------------
Compulsory social security
contributions 848 761 1,609 26
---------------------------- ------------ --------------- -------- -------------
Contributions to defined
contribution plans - 43 43 35
---------------------------- ------------ --------------- -------- -------------
Other personnel costs 236 413 649 19
---------------------------- ------------ --------------- -------- -------------
Total 4,529 3,776 8,305 347
---------------------------- ------------ --------------- -------- -------------
The average number of
employees employed by
the Group during the year
were 209 157 366 8
---------------------------- ------------ --------------- -------- -------------
Personnel expenses in relation to operating expenses are expensed as incurred in profit or loss. Personnel expenses in relation to construction in progress are capitalised on the specific projects and transferred to profit or loss through cost of sales when the specific property is disposed of.
8. SEGMENT REPORTING
Operating segments
The Group has two reportable operating segments, the 'Hotel & leisure operations' and 'Construction & development segments. Information related to each operational reportable segment is set out below. Segment profit/(loss) before tax is used to measure performance as management believes such information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.
Hotel Reportable
& leisure Construction segments'
operations & development Other totals
------------------------------------- ------------- --------------- --------- -------------
EUR'000 EUR'000 EUR'000 EUR'000
------------------------------------- ------------- --------------- --------- -------------
31 December 2015
------------------------------------- ------------- --------------- --------- -------------
Revenue 10,970 40,650 286 51,906
------------------------------------- ------------- --------------- --------- -------------
Net change in fair value
of investment property - - (45,047) (45,047)
------------------------------------- ------------- --------------- --------- -------------
mpairment loss on trading
properties - (3,431) - (3,431)
------------------------------------- ------------- --------------- --------- -------------
Operating expenses (10,780) (41,917) (2,318) (55,015)
------------------------------------- ------------- --------------- --------- -------------
Investment Manager remuneration - - (13,128) (13,128)
------------------------------------- ------------- --------------- --------- -------------
Directors' remuneration - - (904) (904)
------------------------------------- ------------- --------------- --------- -------------
Depreciation charge (2,465) (14) (440) (2,919)
------------------------------------- ------------- --------------- --------- -------------
Professional fees - (2,753) (5,411) (8,164)
------------------------------------- ------------- --------------- --------- -------------
Administrative and other
expenses - (2,258) (3,842) (6,100)
------------------------------------- ------------- --------------- --------- -------------
Results from operating
activities (2,275) (9,723) (70,804) (82,802)
------------------------------------- ------------- --------------- --------- -------------
Finance income 1 1 104 106
------------------------------------- ------------- --------------- --------- -------------
Finance costs (2,682) (4,618) (13,555) (20,855)
------------------------------------- ------------- --------------- --------- -------------
Net finance costs (2,681) (4,617) (13,451) (20,749)
------------------------------------- ------------- --------------- --------- -------------
Share of losses on equity-accounted
investees, net of tax (1,011) (43,542) - (44,553)
------------------------------------- ------------- --------------- --------- -------------
Impairment loss and
write offs of property,
plant and equipment (14,462) - (785) (15,247)
------------------------------------- ------------- --------------- --------- -------------
Gain on disposal of
investments in subsidiaries - 823 - 823
------------------------------------- ------------- --------------- --------- -------------
Impairment loss on remeasurement
of disposal groups - - (763) (763)
------------------------------------- ------------- --------------- --------- -------------
Loss before tax (20,429) (57,059) (85,803) (163,291)
------------------------------------- ------------- --------------- --------- -------------
Taxation - 633 14,663 15,296
------------------------------------- ------------- --------------- --------- -------------
Loss (20,429) (56,426) (71,140) (147,995)
------------------------------------- ------------- --------------- --------- -------------
Hotel Reportable
& leisure Construction segments'
operations & development Other totals
------------------------------------- ------------- --------------- --------- -----------
EUR'000 EUR'000 EUR'000 EUR'000
------------------------------------- ------------- --------------- --------- -----------
31 December 2014
------------------------------------- ------------- --------------- --------- -----------
Revenue 8,858 29,971 2,376 41,205
------------------------------------- ------------- --------------- --------- -----------
Net change in fair value
of investment property - - 18,576 18,576
------------------------------------- ------------- --------------- --------- -----------
Impairment on trading
properties - (6,216) - (6,216)
------------------------------------- ------------- --------------- --------- -----------
Operating expenses (9,016) (27,608) (1,983) (38,607)
------------------------------------- ------------- --------------- --------- -----------
Investment Manager remuneration - - (13,671) (13,671)
------------------------------------- ------------- --------------- --------- -----------
Directors' remuneration - - (159) (159)
------------------------------------- ------------- --------------- --------- -----------
Depreciation charge (2,641) (237) (361) (3,239)
------------------------------------- ------------- --------------- --------- -----------
Professional fees - (1,772) (5,656) (7,428)
------------------------------------- ------------- --------------- --------- -----------
Administrative and other
expenses - (610) (4,942) (5,552)
------------------------------------- ------------- --------------- --------- -----------
Results from operating
activities (2,799) (6,472) (5,820) (15,091)
------------------------------------- ------------- --------------- --------- -----------
Finance income 13 1 311 325
------------------------------------- ------------- --------------- --------- -----------
Finance costs (2,661) (2,728) (10,570) (15,959)
------------------------------------- ------------- --------------- --------- -----------
Net finance costs (2,648) (2,727) (10,259) (15,634)
------------------------------------- ------------- --------------- --------- -----------
Share of profit on equity-accounted
investees, net of tax (2,428) 52,574 - 50,146
------------------------------------- ------------- --------------- --------- -----------
Impairment loss and
write offs of property,
plant and equipment (31) 40 648 657
------------------------------------- ------------- --------------- --------- -----------
Gain on disposal of
investments in subsidiaries (212) 2,709 - 2,497
------------------------------------- ------------- --------------- --------- -----------
Profit on dilution in
equity-accounted investees 149 - - 149
------------------------------------- ------------- --------------- --------- -----------
(Loss)/profit before
tax (7,969) 46,124 (15,431) 22,724
------------------------------------- ------------- --------------- --------- -----------
Taxation - 223 1,365 1,588
------------------------------------- ------------- --------------- --------- -----------
(Loss)/profit (7,969) 46,347 (14,066) 24,312
------------------------------------- ------------- --------------- --------- -----------
Geographical segments
Information in relation to the geographical regions in which the Group operates, is set below:
Reportable
South-East segment Consolidated
Americas(1) Europe(2) Other(3) totals Adjustments(4) totals
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
===================== ============= ============ ========== ========== ================ ================
31 December 2015
===================== =====================================================================================
Property, plant and
equipment 102,920 84,095 - 187,015 - 187,015
===================== ============= ============ ========== ========== ================ ==============
Investment property 141,906 198,947 - 340,853 - 340,853
===================== ============= ============ ========== ========== ================ ==============
Trading properties 2,052 35,335 - 37,387 - 37,387
===================== ============= ============ ========== ========== ================ ==============
Equity-accounted
investees - 188,637 - 188,637 - 188,637
===================== ============= ============ ========== ========== ================ ==============
Available-for-sale
financial assets 2,201 - - 2,201 - 2,201
===================== ============= ============ ========== ========== ================ ==============
Cash and cash
equivalents 2,117 6,218 33,655 41,990 - 41,990
===================== ============= ============ ========== ========== ================ ==============
Assets held for sale - 70,240 - 70,240 - 70,240
===================== ============= ============ ========== ========== ================ ==============
Intra-group debit
balances 14,195 291,448 555,516 861,159 (861,159) -
===================== ============= ============ ========== ========== ================ ==============
Other assets 3,141 13,195 841 17,177 - 17,177
===================== ============= ============ ========== ========== ================ ==============
Total assets 268,532 888,115 590,012 1,746,659 (861,159) 885,500
===================== ============= ============ ========== ========== ================ ==============
Loans and borrowings 57,550 92,395 73,735 223,680 - 223,680
===================== ============= ============ ========== ========== ================ ==============
Finance lease
liabilities 28 3,005 - 3,033 - 3,033
===================== ============= ============ ========== ========== ================ ==============
Deferred tax
liabilities 2,432 27,697 - 30,129 - 30,129
===================== ============= ============ ========== ========== ================ ==============
Liabilities held
for sale - 18,125 - 18,125 - 18,125
===================== ============= ============ ========== ========== ================ ==============
Intra-group credit
balances 144,154 417,371 299,634 861,159 (861,159) -
===================== ============= ============ ========== ========== ================ ==============
Other liabilities 27,865 65,260 880 94,005 - 94,005
===================== ============= ============ ========== ========== ================ ==============
Total liabilities 232,029 623,853 374,249 1,230,131 (861,159) 368,972
===================== ============= ============ ========== ========== ================ ==============
Revenue 4,226 47,680 - 51,906 - 51,906
===================== ============= ============ ========== ========== ================ ==============
Net change in fair
value of investment
property 8,116 (53,163) - (45,047) - (45,047)
===================== ============= ============ ========== ========== ================ ==============
Impairment losses (13,349) (6,092) - (19,441) - (19,441)
===================== ============= ============ ========== ========== ================ ==============
Share of loss on
equity-accounted
investees, net of
tax - (44,553) - (44,553) - (44,553)
===================== ============= ============ ========== ========== ================ ==============
Other non-operating
profits - 823 - 823 - 823
===================== ============= ============ ========== ========== ================ ==============
Investment Manager
remuneration - (2,032) (11,096) (13,128) - (13,128)
===================== ============= ============ ========== ========== ================ ==============
Net finance costs (3,104) (12,826) (4,819) (20,749) - (20,749)
===================== ============= ============ ========== ========== ================ ==============
Other expenses (10,568) (58,272) (4,262) (73,102) - (73,102)
===================== ============= ============ ========== ========== ================ ==============
Loss before taxation (14,679) (128,435) (20,177) (163,291) - (163,291)
===================== ============= ============ ========== ========== ================ ==============
Taxation (62) 15,358 - 15,296 - 15,296
===================== ============= ============ ========== ========== ================ ==============
Loss (14,741) (113,077) (20,177) (147,995) - (147,995)
--------------------- ------------- ------------ ---------- ---------- ---------------- --------------
Reportable
South-East segment Consolidated
Americas(1) Europe(2) Other(3) totals Adjustments(4) totals
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
============================= ============= ============ ========== ========== ================ ==============
31 December 2014
--------------------------------------------------------------------------------------------------------------------
Property, plant and
equipment 75,996 100,769 - 176,765 - 176,765
============================= ============= ============ ========== ========== ================ ==============
Investment property 120,285 331,595 - 451,880 - 451,880
============================= ============= ============ ========== ========== ================ ==============
Trading properties 1,837 50,486 - 52,323 - 52,323
============================= ============= ============ ========== ========== ================ ==============
Equity-accounted investees - 231,996 2,227 234,223 - 234,223
============================= ============= ============ ========== ========== ================ ==============
Available-for-sale
financial assets 2,201 - - 2,201 - 2,201
============================= ============= ============ ========== ========== ================ ==============
Cash and cash equivalents 20,514 7,662 2,802 30,978 - 30,978
============================= ============= ============ ========== ========== ================ ==============
Intra-group debit
balances 13,274 285,185 507,763 806,222 (806,222) -
============================= ============= ============ ========== ========== ================ ==============
Other assets 2,673 19,729 3,877 26,279 - 26,279
============================= ============= ============ ========== ========== ================ ==============
Total assets 236,780 1,027,422 516,669 1,780,871 (806,222) 974,649
============================= ============= ============ ========== ========== ================ ==============
Loans and borrowings 43,128 113,801 83,160 240,089 - 240,089
============================= ============= ============ ========== ========== ================ ==============
Finance lease liabilities 134 7,961 - 8,095 - 8,095
============================= ============= ============ ========== ========== ================ ==============
Deferred tax liabilities 2,139 53,041 - 55,180 - 55,180
============================= ============= ============ ========== ========== ================ ==============
Intra-group credit
balances 125,522 393,200 287,500 806,222 (806,222) -
============================= ============= ============ ========== ========== ================ ==============
Other liabilities 9,045 73,495 933 83,473 - 83,473
============================= ============= ============ ========== ========== ================ ==============
Total liabilities 179,968 641,498 371,593 1,193,059 (806,222) 386,837
============================= ============= ============ ========== ========== ================ ============== Revenue 5,615 35,590 - 41,205 - 41,205 ============================= ============= ============ ========== ========== ================ ============== Net change in fair value of investment property 12,311 6,265 - 18,576 - 18,576 ============================= ============= ============ ========== ========== ================ ============== Impairment losses - (5,559) - (5,559) - (5,559) ============================= ============= ============ ========== ========== ================ ============== Share of profit on equity-accounted investees, net of tax - 50,040 106 50,146 - 50,146 ============================= ============= ============ ========== ========== ================ ============== Other non-operating profits - 2,709 (63) 2,646 - 2,646 ============================= ============= ============ ========== ========== ================ ============== Investment Manager remuneration - - (13,671) (13,671) - (13,671) ============================= ============= ============ ========== ========== ================ ============== Net finance costs (1,414) (9,409) (4,811) (15,634) - (15,634) ============================= ============= ============ ========== ========== ================ ============== Other expenses (7,537) (43,865) (3,583) (54,985) - (54,985) ============================= ============= ============ ========== ========== ================ ============== Profit/(loss) before taxation 8,975 35,771 (22,022) 22,724 - 22,724 ============================= ============= ============ ========== ========== ================ ============== Taxation (172) 1,760 - 1,588 - 1,588 ============================= ============= ============ ========== ========== ================ ============== Profit/(loss) 8,803 37,531 (22,022) 24,312 - 24,312 ----------------------------- ------------- ------------ ---------- ---------- ---------------- --------------
1 Americas comprises the Group's activities in the Dominican Republic and the Republic of Panama. Also, includes the investment in Itacare Capital Investments Ltd ('Itacare') (see note 18).
2 South-East Europe comprises the Group's activities in Cyprus, Greece, Croatia and Turkey. 3 Other comprises the parent company, Dolphin Capital Investors Limited. 4 Adjustments consist of intra-group eliminations.
Country risk developments
The general economic environment prevailing in the south-east Europe area and internationally may affect the Group's operations. Concepts such as inflation, unemployment, and development of the gross domestic product are directly linked to the economic course of every country and variation in these and the economic environment in general might affect the Group to a certain extent.
The global fundamentals of the sector remained strong during 2015 and 2014, with both international tourism and wealth continuing to grow, even though economic activity in two of the Group's primary markets, Greece and Cyprus, continued to face significant challenges. The business climate is steadily improving in Cyprus assisted by the legislative reforms implemented during the last two years by the Cypriot government.
Greece
After the escalation of the sovereign debt crisis in Greece in mid-2012 and the international media speculation involving scenarios of default and/or Greece's exit from the Eurozone, the country's economic conditions significantly stabilized until the end of 2014, when a general election was called in Greece for January 2015. In 2014 international tourist arrivals, according to Tourism Research Institute, set a new historical record by reaching 21.5 million, a 20% increase compared to 2013.
In late June 2015 capital controls were imposed and the banking system was closed for more than two weeks. On 12 July 2015, the Greek Prime Minister agreed with the European Union leaders a list of reforms that the Greek Government needed to implement in order to unlock a fresh EUR82 billion to EUR86 billion bail-out. On 15 July 2015, the Greek parliament passed this law and in the context of this agreement the Government has put forward a plan of reforms, spending cuts and tax rises. The conclusion of this agreement is expected, if the respective measures are implemented, to restore the sustainability of the Greek economy on a long term basis. Since the announcement of the referendum on 5 July 2015, tourism was negatively affected by the cancelation of reservations and the slowdown of new ones. Since the announcement of the provisional agreement for the 3rd bail out, reservations picked up up again and official data released by the Bank of Greece confirmed that 2015 was an all-time record year for Greek tourism.
The number of tourism arrivals in Greece expanded 7.1% in 2015 compared to 2014, reaching an all-time high of 23.6 million. The president of the Association of Hellenic Tourism Enterprises expects a slight contraction in arrivals this season compared to 2015, due to the sector's overtaxation and the delay in the completion of the evaluation of the program, which will help Greece remain in the euro currency. The management of the refugee flows is also an important factor, mainly for the islands of the North Aegean that were in the frontlines of the refugee and migrant crisis.
Cyprus
The economic adjustment programme remained on track in 2015, with progress made in all key objectives set out by the country's international lenders. The banking sector is also on a steady path to stabilization with all domestic capital controls lifted in early April 2015. Cyprus successfully concluded its three-year ESM financial assistance programme on 31 March 2016. The ESM disbursed EUR6.3 billion, in addition to around EUR1 billion in loans from the IMF, out of a loan package of up to EUR10 billion. The Cypriot authorities did not need the remaining EUR2.7 billion. Tourist arrivals during 2014 amounted to 2.4 million and stayed at the same level when compared to 2013, as reported by the Statistical Service of the Republic of Cyprus. The number of tourists visiting Cyprus in 2015 reached almost 2.7 million bringing in the highest number of tourist arrivals in over a decade. The Cyprus Tourism Organisation (CTO) aims to boost tourist arrival numbers to 2.9 million in 2016. For the period from January to February 2016 arrivals of tourists totalled 114.596 compared to 92.508 in the corresponding period of 2015, recording an increase of 23.9%.
Consequently, it is encouraging to note that, despite the banking crisis that occurred in early 2013, the tourism industry remained unharmed and expectations for 2016 are positive. The decision by the Ministerial Council to reduce the investment amount requirements and accelerate Cypriot citizenship awards to buyers of real estate is expected to significantly increase sales momentum and margins at Aristo Developers Limited ('Aristo'), a Group associate, and increase the value and saleability of its larger projects. Significant value is also estimated to be unlocked through the expected zoning of the Apollo Heights Resort, following the agreement reached by the Cypriot and UK governments to permit development of such projects falling within the Sovereign British Areas.
9. PROFESSIONAL FEES
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
------------------------------------- ---------- ----------
Legal fees 792 646
------------------------------------- ---------- ----------
Auditors' remuneration (see below) 810 808
------------------------------------- ---------- ----------
Accounting expenses 294 235
------------------------------------- ---------- ----------
Appraisers' fees 140 237
------------------------------------- ---------- ----------
Project design and development fees 4,371 3,169
------------------------------------- ---------- ----------
Consultancy fees 194 146
------------------------------------- ---------- ----------
Administrator fees 308 308
------------------------------------- ---------- ----------
Arrangement fees - 1,124
------------------------------------- ---------- ----------
Other professional fees 1,255 755
------------------------------------- ---------- ----------
Total 8,164 7,428
------------------------------------- ---------- ----------
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
---------------------------------------- ---------- ----------
Auditors' remuneration comprises
the following fees:
---------------------------------------- ---------- ----------
Audit and other audit related services 757 764
---------------------------------------- ---------- ----------
Tax and advisory 53 44
---------------------------------------- ---------- ----------
Total 810 808
---------------------------------------- ---------- ----------
10. ADMINISTRATIVE AND OTHER EXPENSES
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
------------------------------------ ---------- ----------
Travelling 444 362
------------------------------------ ---------- ----------
Insurance 267 183
------------------------------------ ---------- ----------
Repairs and maintenance 123 140
------------------------------------ ---------- ----------
Marketing and advertising expenses 803 716
------------------------------------ ---------- ----------
Litigation liability provisions 2,039 269
------------------------------------ ---------- ----------
Immovable property and other taxes 645 736
------------------------------------ ---------- ----------
Rents 385 278
------------------------------------ ---------- ----------
Other 1,394 2,868
------------------------------------ ---------- ----------
Total 6,100 5,552
------------------------------------ ---------- ----------
11. NET Finance costS
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
------------------------------------------ ---------- ----------
Recognised in profit or loss
------------------------------------------ ---------- ----------
Interest income 106 325
------------------------------------------ ---------- ----------
Finance income 106 325
========================================== ========== ==========
Interest expense (19,700) (15,228)
------------------------------------------ ---------- ----------
Bank charges (493) (401)
------------------------------------------ ---------- ----------
Exchange difference (662) (330)
========================================== ========== ==========
Finance costs (20,855) (15,959)
========================================== ========== ==========
Net finance costs recognised in
profit or loss (20,749) (15,634)
========================================== ========== ==========
Recognised in other comprehensive
income
========================================== ========== ==========
Foreign currency translation differences 17,221 15,330
------------------------------------------ ---------- ----------
Finance costs recognised in other
comprehensive income 17,221 15,330
------------------------------------------ ---------- ----------
12. Taxation
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
-------------------------------------------- ---------- ----------
RECOGNISED IN PROFIT OR LOSS
-------------------------------------------- ---------- ----------
Income tax 72 120
-------------------------------------------- ---------- ----------
Net deferred tax (see note 24) (15,368) (1,708)
-------------------------------------------- ---------- ----------
Taxation recognised in profit or
loss (15,296) (1,588)
-------------------------------------------- ---------- ----------
RECOGNISED IN OTHER COMPREHENSIVE
INCOME
-------------------------------------------- ---------- ----------
Revaluation of property, plant and
equipment (see note 24) (1,791) 555
-------------------------------------------- ---------- ----------
Taxation recognised in other comprehensive
income (1,791) 555
-------------------------------------------- ---------- ----------
Reconciliation of taxation based on taxable (loss)/profit and taxation based on accounting (loss)/profit:
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
---------------------------------------- ---------- ----------
(Loss)/profit before taxation (163,291) 22,724
---------------------------------------- ---------- ----------
Taxation using domestic tax rates (1,360) (2,018)
---------------------------------------- ---------- ----------
Non-deductible expenses and tax-exempt
income 1,383 1,861
---------------------------------------- ---------- ----------
Effect of tax losses utilised 72 313
---------------------------------------- ---------- ----------
Effect of tax rate changes (4,066) -
---------------------------------------- ---------- ----------
Other (11,325) (1,744)
---------------------------------------- ---------- ----------
Total (15,296) (1,588)
---------------------------------------- ---------- ----------
As a company incorporated under the BVI International Business Companies Act (Cap. 291), the Company is exempt from taxes on profits, income or dividends. Each company incorporated in BVI is required to pay an annual government fee, which is determined by reference to the amount of the company's authorised share capital.
The profits of the Cypriot companies of the Group are subject to a corporation tax rate of 12.50% on their total taxable profits. Tax losses of Cypriot companies are carried forward to reduce future profits for a period of five years. In addition, the Cypriot companies of the Group are subject to a 3% special contribution on rental income. Under certain conditions, interest income may be subject to a special contribution at the rate of 30%. In such cases, this interest is exempt from corporation tax.
In Greece, the corporation tax rate applicable to profits is 29% (2014: 26%). Tax losses of Greek companies are carried forward to reduce future profits for a period of five years. In Turkey, the corporation tax rate is 20%. Tax losses of Turkish companies are carried forward to reduce future profits for a period of five years. In Croatia, the corporation tax rate is 20%. Tax losses of Croatian companies are carried forward to reduce future profits for a period of five years.
The Group's subsidiary in the Dominican Republic has been granted a 100% exemption on local and municipal taxes by the Dominican Republic's Confotur (Tourism Promotion Council), as at 31 December 2015, for a period of fifteen years, effective from the finalisation of the construction of the project. In the Republic of Panama, the corporation tax rate is 25% and the capital gains tax rate is 10%. The Panamanian tax legislation further contemplates a method of taxation which involves a 3% advance on the tax, which is not calculated on the actual gain, but on the total value of the transfer or on the registered value of the property (whichever may be higher). In some instances, this 3% may be considered by the taxpayer as the final tax payable. Tax losses of companies in the Republic of Panama are carried forward to reduce future profits for a period of five years.
13. (LOSS)/EARNINGS per share
Basic (loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit attributable to owners of the Company by the weighted average number of common shares outstanding during the year.
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
'000 '000
-------------------------------------- ---------- ----------
(Loss)/profit attributable to owners
of the Company (EUR) (145,360) 21,639
-------------------------------------- ---------- ----------
Number of weighted average common
shares outstanding 788,860 642,440
-------------------------------------- ---------- ----------
Basic (loss)/earnings per share
(EUR) (0.18) 0.03
-------------------------------------- ---------- ----------
Weighted average number of common shares outstanding
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
'000 '000
------------------------------------ ---------- ----------
Outstanding common shares at the
beginning of the year 642,440 642,440
------------------------------------ ---------- ----------
Effect of shares issued during the 122,544 -
year
------------------------------------ ---------- ----------
Effect of Bond Conversion shares 23,876 -
------------------------------------ ---------- ----------
Weighted average number of common
shares outstanding 788,860 642,440
------------------------------------ ---------- ----------
Diluted (loss)/earnings per share
Diluted (loss)/earnings per share is calculated by adjusting the (loss)/profit attributable to owners and the number of common shares outstanding to assume conversion of all dilutive potential shares. As of 31 December 2015, the diluted loss per share is the same as the basic loss per share, due to the fact that no dilutive potential ordinary shares were outstanding during this year. As of 31 December 2014, the Company had one category of dilutive potential common shares: warrants. The number of shares calculated above is compared with the number of shares that would have been issued assuming the exercise of the warrants.
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
'000 '000
------------------------------------------------ --------- ---------
(Loss)/profit attributable to owners
of the Company (EUR) (145,360) 21,639
------------------------------------------------ --------- ---------
Weighted average number of common
shares outstanding 788,860 642,440
------------------------------------------------ --------- ---------
Effect of potential conversion of
warrants - 5,585
------------------------------------------------ --------- ---------
Weighted average number of common
shares outstanding for diluted (loss)/earnings
per share 788,860 648,025
------------------------------------------------ --------- ---------
Diluted (loss)/earnings per share
(EUR) (0.18) 0.03
------------------------------------------------ --------- ---------
The average market value of the Company's shares for the purpose of calculating the dilutive effect of warrants and convertible loans was based on quoted market prices.
14. Property, plant and equipment
Under Land &
construction buildings Machinery & equipment Other Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
=========================================== ============== =========== ====================== ========= =========
2015
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Cost or revalued amount
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
At beginning of year 31,273 146,826 13,687 2,506 194,292
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Direct acquisitions 35,483 2,156 4,856 78 42,573
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Direct disposals - (35) (367) (661) (1,063)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Disposals through disposal of subsidiary
company (see note 31) - (1,578) (3) - (1,581)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Reclassification to assets held for sale - (5,343) (162) - (5,505)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Transfers to trading property (see note
17) - - (198) - (198)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Transfer (to)/from other assets (58,131) 48,492 9,639 - -
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Revaluation adjustment - (15,181) - - (15,181)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Write offs - (1,513) - - (1,513)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Exchange difference 3,602 2,602 969 165 7,338
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
At end of year 12,227 176,426 28,421 2,088 219,162
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Depreciation and impairment losses
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
At beginning of year - 12,102 4,041 1,384 17,527
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Direct disposals - - (338) (412) (750)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Disposals through disposal of subsidiary
company (see note 31) - (156) (3) - (159)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Reclassification to assets held for sale - (10) (65) - (75)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Transfer to trading property (see note 17) - - (104) - (104)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Depreciation charge for the year - 1,932 704 283 2,919
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Impairment loss - 14,150 17 - 14,167
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Write offs - (433) - - (433)
------------------------------------------- -------------- ----------- ---------------------- --------- ---------
Exchange difference - (1,459) 368 146 (945)
=========================================== ============== =========== ====================== ========= =========
At end of year - 26,126 4,620 1,401 32,147
=========================================== ============== =========== ====================== ========= =========
Carrying amounts 12,227 150,300 23,801 687 187,015
=========================================== ============== =========== ====================== ========= =========
Under Land &
construction buildings Machinery & equipment Other Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
2014
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Cost or revalued amount
------------------------------------ -------------- ----------- ---------------------- --------- ---------
At beginning of year 8,180 147,340 6,626 2,148 164,294
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Direct acquisitions 19,232 3,458 673 99 23,462
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Capitalised depreciation 133 - - - 133
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Direct disposals - - (8) (105) (113)
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Transfer from/(to) other assets 2,303 (14,140) 5,404 191 (6,242)
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Revaluation adjustment - 6,322 - - 6,322
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Exchange difference 1,425 3,846 992 173 6,436
------------------------------------ -------------- ----------- ---------------------- --------- ---------
At end of year 31,273 146,826 13,687 2,506 194,292
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Depreciation and impairment losses
------------------------------------ -------------- ----------- ---------------------- --------- ---------
At beginning of year - 17,221 2,452 1,017 20,690
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Direct disposals - - (9) (54) (63)
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Transfer (to)/from other assets - (6,676) 438 (4) (6,242)
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Depreciation charge for the year - 2,084 904 251 3,239
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Capitalised depreciation - 56 - 77 133
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Impairment loss - 13 - - 13
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Reversal of impairment loss - (670) - - (670)
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Exchange difference - 74 256 97 427
------------------------------------ -------------- ----------- ---------------------- --------- ---------
At end of year - 12,102 4,041 1,384 17,527
------------------------------------ -------------- ----------- ---------------------- --------- ---------
Carrying amounts 31,273 134,724 9,646 1,122 176,765
------------------------------------ -------------- ----------- ---------------------- --------- ---------
The carrying amount at year end of land and buildings, if the cost model was used, would have been EUR132 million (2014: EUR108 million).
As at 31 December 2015 and 31 December 2014, part of the Group's immovable property is held as security for bank loans (see note 23).
Fair value hierarchy
The fair value of land and buildings, amounting to EUR150,300 thousand (2014: EUR134,724 thousand), has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.
The following table shows a reconciliation from opening to closing balances of Level 3 fair value.
31 December 31 December
2015 2014
EUR'000 EUR'000
--------------------------------------------- ------------ ------------
At beginning of year 134,724 130,119
Acquisitions, including capitalised
depreciation 2,156 3,402
Disposals (1,457) -
Transfers from/(to) other assets 48,492 (7,464)
Reclassification to assets held (5,333) -
for sale
Losses recognised in profit or loss
Impairment loss and write offs in
'Impairment loss and write offs
of property, plant and equipment' (15,230) (13)
Reversal of impairment loss in 'Reversal
of impairment loss on property,
plant and equipment' - 670
Depreciation in 'Depreciation charge' (1,932) (2,084)
Losses recognised in comprehensive
income
Revaluation adjustment in 'Revaluation
on property, plant and equipment' (15,181) 6,322
Unrealised exchange difference in
'Foreign currency translation differences' 4,061 3,772
At end of year 150,300 134,724
--------------------------------------------- ------------ ------------
The following table shows the valuation techniques used in measuring land and buildings, as well as the significant unobservable inputs used.
During the year, the valuation technique used in measuring the fair value of properties in Greece and the Americas changed to Income approach or an approach combining Income approach, in cases where the property construction was fully completed or nearly completed in the current year and hence more reliance could have been placed on cash flow data. Also, components of Greek properties were classified as assets held for sale (see note 16).
Property Valuation Significant unobservable inputs Inter-relationship
location technique between key unobservable
(see inputs and fair
note value measurement
3)
--------------- ------------ ----------------------------------------------- ---------------------------------
Property Income Expected market 2014: 1.5% The estimated fair
in approach rental growth: value would increase/(decrease)
Greece if:
- Commercial
Buildings
Risk-adjusted 2014: 8% Expected market
discount rate: rental growth was
higher/(lower);
(Disposed of Risk-adjusted discount
in 2015) rate was lower/(higher).
Property Income Room occupancy 2015: 20% to The estimated fair
in approach rate (annual): 57% value would increase/(decrease)
Greece if:
- Resorts
--------------- ------------
(weighted average:
26%-56%)
--------------- ------------
(2014: 26% to Room occupancy rate
57%) was higher/(lower);
(weighted average: Average daily rate
38%-54%) per occupied room
was higher/(lower);
Average daily 2015: EUR528 Gross operating
rate per occupied to EUR1,742 margin was higher/(lower);
room:
(weighted average: Terminal capitalisation
EUR600-EUR1,470) rate was lower/(higher);
(2014: EUR397 Risk-adjusted discount
to EUR1,750) rate was lower/(higher).
(weighted average:
EUR470-EUR1,500)
Gross operating 2015: 23% to
margin rate: 47%
(weighted average:
36%-44%)
(2014: 25% to
47%)
(weighted average:
35%-44%)
Terminal capitalisation 2015: 8% (2014:
rate: 8% to 9%)
Risk-adjusted 2015: 11% to
discount rate: 13%
(2014: 11% to
13%)
Property Combined Market approach The estimated fair
in approach (for land components) value would increase/(decrease)
Greece (Market if:
- and
Hotel Cost)
complexes
------------
Premiums/(discounts) Premiums were higher/(lower);
on the following:
------------
Location: 2015: -20% to Discounts were lower/(higher);
0% (2014: -20%
to +30%)
Site size: 2015: 0% (2014: Weights on comparables
-20% to +20%) with premiums were
higher/(lower);
Asking vs transaction: 2015: -25% to Weights on comparables
-15% (2014: -20% with discounts were
to 0%) lower/(higher);
Frontage sea 2015: 0% to +20% Replacement cost
view: (2014: -20% to (new) per m2 was
+20%) higher/(lower);
Maturity/development 2015: 0% to +10% Enterpreneurial
potential: (2014: -40% to profit rate was
+25%) higher/(lower);
Strategic investment 2015: 0% (2014:15%) Depreciation rate
approval: was lower/(higher).
Weight allocation: 2015: +10% to
+20%
(2014: +10% to
+25%)
Cost approach
(for building
components)
Replacement 2015: EUR500
cost (new) per - EUR1,100
m2:
(2014: EUR500
- EUR1,710)
Enterpreneurial 2015: 20% (2014:
profit rate: 20%)
Depreciation 2015: 30% (2014:
rate: 3%-28%)
Useful life 2015: 60 (2014:
(years): 40-60)
------------------------------------------------------ -------------------- ---------------------------------
Combined Market approach The estimated fair
approach value would increase/(decrease)
(Market if:
and
Income)
Premiums/(discounts) Premiums were higher/(lower);
on the following:
Location: 2015: -20% to Discounts were lower/(higher);
+30%
Site size: 2015: -20% to Weights on comparables
+10% with premiums were
higher/(lower);
Asking vs transaction: 2015: -20% + Weights on comparables
0% with discounts were
lower/(higher);
Maturity/development 2015: -50% to Room occupancy rate
potential: 0% was higher/(lower);
Premium due 2015: 15% Average daily rate
to being part per occupied room
of strategic was higher/(lower);
investment:
Weight allocation: 2015: +10% to Gross operating
+60% margin was higher/(lower);
Cost approach Terminal capitalization
rate was lower/(higher);
Room occupancy 2015: 18% to Risk-adjusted discount
rate (annual): 33% rate was lower/(higher).
(weighted average:
30%)
Average daily 2015: EUR1,305
rate per occupied to EUR1,700
room:
(weighted average:
EUR1.538)
Gross operating 2015: 9% to 37%
margin rate:
(weighted average:
33%)
Terminal capitalisation 2015: 8%
rate:
------------------------------------------------------ -------------------- ---------------------------------
Risk-adjusted 2015: 11%
discount rate:
------------------------------------------------------ -------------------- ---------------------------------
Property Valuation Significant unobservable inputs Inter-relationship
location technique between key unobservable
(see inputs and fair value
note measurement
3)
---------- ----------- ---------------------------------------------- ---------------------------------
Property Income Room occupancy 2015: 36% to 48% The estimated fair
in approach rate (annual): (weighted average: value would increase/(decrease)
Americas 39%) if:
-
Resort
and
golf
course
Average daily 2015: $1,314 to Occupancy rate was
rate per occupied $2,463 (weighted higher/(lower);
room: average: $2,062)
Gross operating 2015: 3% to 46% Average daily rate
margin rate: (weighted average: per occupied room
38%) was higher/(lower);
Terminal capitalisation 2015: 9% Gross operating margin
rate: was higher/(lower);
Risk-adjusted 2015: 11% Terminal capitalisation
discount rate: rate was lower/(higher);
Risk-adjusted discount
rate was lower/(higher).
------------------------ -------------------- ---------------------------------
Annual membership 2015: $8,400 to The estimated fair
dues per member: $10,960 (weighted value would increase/(decrease)
average: $9,600) if:
Membership 2015: $60,000 Membership fees per
initiation member were higher/(lower);
fees per member:
Gross operating 2015: 30% to 53% Gross operating margin
margin rate: (weighted average: was higher/(lower);
43%)
Terminal capitalisation 2015: 11% Terminal capitalization
rate: rate was lower/(higher);
Risk-adjusted 2015: 13% Risk-adjusted discount
discount rate: rate was lower/(higher).
Market Premiums/(discounts) on the The estimated fair
approach following: value would increase/(decrease)
if:
-----------
Location: 2014: -35% to +10% Premiums were higher/(lower);
-----------
Site size: 2014: -30% to +60% Discounts were lower/(higher);
Asking vs 2014: -65% to -10% Weights on comparables
transaction: with premiums were
higher/(lower);
Frontage sea 2014: -30% to +55% Weights on comparables
view: with discounts were
lower/(higher).
Development 2014: -70% to +35%
potential:
Condition 2014: 0% to +10%
quality:
Weight allocation: 2014: +15% to +65%
----------- ------------------------ -------------------- ---------------------------------
Combined Market approach (50% weight) The estimated fair
approach Premiums/(discounts) on the value would increase/(decrease)
(Market following: if:
and
Income)
Location: 2014: -35% to +10% Premiums were higher/(lower);
Site size: 2014: -30% to -10% Discounts were lower/(higher);
Asking vs 2014: -65% to -10% Weights on comparables
transaction: with premiums were
higher/(lower);
Frontage sea 2014: -30% to +35% Weights on comparables
view: with discounts were
lower/(higher);
Development 2014:+25% to +45% Occupancy rate was
potential: higher/(lower);
Condition 2014: 0% to +5% Average daily rate
quality: per occupied room
was higher/(lower);
Weight allocation: 2014: +40% to +60% Gross operating margin
was higher/(lower);
Income approach Terminal capitalisation
(50% weight) rate was lower/(higher);
Room occupancy 2014: 40% to 55% Quantity of villas
rate (annual): (weighted average: was higher/ (lower);
52%)
Average daily 2014: US$1,200 Selling price per
rate per occupied to US$1,890 m(2) was higher/(lower);
room:
(weighted average Expected annual growth
US$1,570) in selling price
was higher/(lower);
Gross operating 2014: 36% to 52% Cash flow velocity
margin rate: (weighted average was shorter/(longer);
49%)
Terminal capitalisation 2014: 9% Risk-adjusted discount
rate: rate was lower/(higher).
Quantity of 2014: 36
villas:
Selling price 2014: US$5,000
per m2: to US$9,000
Expected annual 2014: 0%
growth in
selling price:
Cash flow 2014: 7
velocity (years):
Risk-adjusted 2014: 15%
discount rate:
---------- ----------- ------------------------ -------------------- ---------------------------------
15. Investment property
31 December 31 December
2015 2014
EUR'000 EUR'000
------------------------------------------ ------------ ------------
At beginning of year 451,880 423,791
------------------------------------------ ------------ ------------
Direct acquisitions 1,064 3,515
------------------------------------------ ------------ ------------
Concession/write off of land (see (2,607) -
note 7)
------------------------------------------ ------------ ------------
Reclassification to assets held (52,507) -
for sale (see note 16)
------------------------------------------ ------------ ------------
Transfers to trading properties
(see note 17) (14,290) (5,568)
------------------------------------------ ------------ ------------
Disposals through disposal of subsidiary (10,979) -
company (see note 31)
------------------------------------------ ------------ ------------
Direct disposals (756) (2,109)
------------------------------------------ ------------ ------------
Exchange difference 14,095 13,675
------------------------------------------ ------------ ------------
385,900 433,304
------------------------------------------ ------------ ------------
Fair value adjustment (45,047) 18,576
------------------------------------------ ------------ ------------
At end of year 340,853 451,880
------------------------------------------ ------------ ------------
As at 31 December 2015 and 31 December 2014, part of the Group's immovable property is held as security for bank loans (see note 23).
Fair value hierarchy
The fair value of investment property, amounted to EUR340,853 thousand (2014: EUR451,880 thousand), has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used.
The following table shows a reconciliation from opening to closing balances of Level 3 fair value.
31 December 31 December
2015 2014
EUR'000 EUR'000
--------------------------------------------- ------------ ------------
At beginning of year 451,880 423,791
Acquisitions 1,064 3,515
Disposals (11,735) (2,109)
Transfers to other assets (14,290) (5,568)
Reclassification to assets held (52,507) -
for sale
Gains/losses recognised in profit
or loss
Unrealised fair value adjustment
in 'Net change in fair value of
investment property' (45,047) 18,576
Concession/write off of land in (2,607) -
'Operating expenses'
Gains/losses recognised in comprehensive
income
Unrealised exchange difference in
'Foreign currency translation differences' 14,095 13,675
--------------------------------------------- ------------ ------------
At end of year 340,853 451,880
--------------------------------------------- ------------ ------------
Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in measuring the fair value of investment property, as well as the significant unobservable inputs used.
During the year, the valuation technique used in measuring the fair value of properties in Greece and the Americas changed to Income approach, in cases where there was significant improvement in the level of completion of the relevant projects. Also, the property in Croatia and components of property in Greece were classified as assets held for sale (see note 16).
Property Valuation Significant unobservable Inter-relationship
location technique inputs between key unobservable
(see inputs and fair value
note measurement
3)
----------------- ------------ ----------------------------------------------- --------------------------------
Property Income Expected market 2014: 1.5% The estimated fair
in approach rental growth: value would increase/(decrease)
Greece if:
- Commercial
Buildings
---------------- -------------
Void period 2014: 3 Expected market rental
(months): growth was higher/(lower);
--------------- ------------
Occupancy rate: 2014: 95% Void period was
shorter/(longer);
Risk-adjusted 2014: 8% Occupancy rate was
discount rate: higher/(lower);
(Disposed of Risk-adjusted discount
in 2015) rate was lower/(higher).
--------------- ------------ ------------------------- -------------------- --------------------------------
Property Income Room occupancy 2015: 29% Room occupancy rate
in approach rate (annual): to 42% was higher/(lower);
Greece
(weighted Average daily rate
average: 38%) per occupied room
was higher/(lower);
Average daily 2015: EUR818 Gross operating margin
rate per occupied to EUR1,723 was higher/(lower);
room:
(weighted Terminal capitalisation
average EUR1,432) rate was (lower)/higher;
Gross operating 2015: 16% Quantity of villas
margin rate: to 33% was higher/(lower);
(weighted Selling price per
average 29%) m2 was higher/(lower);
Terminal capitalisation 2015: 10% Expected annual growth
rate: in selling price was
higher/(lower);
Quantity of 2015: 35 Cash flow velocity
villas: was shorter/(longer);
Selling price 2015: EUR5,500 Risk-adjusted discount
per m2: to EUR6,000 rate was lower/(higher).
Expected annual 2015: 0% to
growth in selling 5%
price:
Cash flow velocity 2015: 9
(years):
Risk-adjusted 2015: 13%
discount rate:
------------- ------------------------- -------------------- --------------------------------
Combined Market approach - 60% weight The estimated fair
approach (2014: 50% / 60%) value would increase/(decrease)
(Market if:
and
Income)
------------------------------
Premiums/(discounts) Premiums were higher/(lower);
on the following:
--------------- ------------
Location: 2015: 0% to Discounts were lower/(higher);
+10%
(2014: -20% Weights on comparables
to +50%) with premiums were
higher/(lower);
Site size: 2015: -30% Weights on comparables
to 0% with discounts were
lower/(higher);
(2014: -40% Room occupancy rate
to 0%) was higher/(lower);
Asking vs transaction: 2015: -30% Average daily rate
to 0% per occupied room
was higher/(lower);
(2014: -25% Gross operating margin
to 0%) was higher/(lower);
Frontage sea 2015: 0% to Terminal capitalisation
view: +20% rate was (lower)/higher;
(2014: 0% Quantity of villas
to +40%) was higher/(lower);
Maturity/development 2015: +10% Selling price per
potential: to +30% m2 was higher/(lower);
(2014: -10% Expected annual growth
to +90%) in selling price was
higher/(lower);
Uniqueness 2015: Nil Cash flow velocity
(2014: +20% was shorter/(longer);
)
Weight allocation: 2015: +5% Risk-adjusted discount
to +30% rate was lower/(higher).
(2014: +5%
to +25%)
Buildings value 2015: Nil
per m2 (2014: EUR903
)
Income approach
40% weight (2014:
50% / 40%)
Room occupancy 2015: Nil
rate (annual):
(2014: 29%
to 46%)
(weighted
average: 39%)
Average daily 2015: Nil
rate per occupied
room:
(2014: EUR880
to EUR1,720)
(weighted
average: EUR1,460)
Gross operating 2015: Nil
margin rate:
(2014: 27%
to 34%)
(weighted
average: 32%)
Terminal capitalisation 2015: 0% (2014:
rate: 10% )
Quantity of 2015: 447
villas: (2014: 35-446)
Selling price 2015: EUR3.000
per m2:
(2014: EUR2,600
to EUR6,000)
Expected annual 2015: 0% to
growth in selling 3% (2014:
price: 0% to 5%)
Cash flow velocity 2015: 11 (2014:
(years): 8 to 9)
Risk-adjusted 2015:15% (2014:
discount rate: 13% to 16%)
Discount on
combined approach
value:
Legal status 2015: -10%
(2014:Nil)
------------------------------------------------------ -------------------- --------------------------------
Property Valuation Significant unobservable Inter-relationship
location technique inputs between key unobservable
(see inputs and fair value
note measurement
3)
----------- ------------ ---------------------------------------- ---------------------------------
Property Market Premiums/(discounts) The estimated fair
in approach on the following: value would increase/(decrease)
Greece if:
Location: 2015: -50% Premiums were higher/(lower);
to +40%
(2014: -50% Discounts were lower/(higher);
to +40%)
Site size: 2015: -50% Weights on comparables
to +10% with premiums were
higher/(lower);
(2014: -40% Weights on comparables
to +10%) with discounts were
lower/(higher).
Asking vs 2015: -30%
transaction: to 0%
(2014: -30%
to 0%)
Frontage sea 2015: -20%
view: to +40%
(2014: -20%
to +40%)
Maturity/development 2015: -30%
potential: to +35%
(2014: -40%
to +50%)
Zoning uniqueness: 2015: -30%
to 40%
(2014: -38%
to +40%)
Other: 2015: -10%
to 0% (2014:
-10% to 0%)
Strategic 2015: 0% to
investment +25%
approval:
(2014: 0% to
+15%)
Weight allocation: 2015: +5% to
+40%
(2014: 0% to
+60%)
------------------------------------------------- -------------- ---------------------------------
Property Market Premiums/(discounts) The estimated fair
in approach on the following: value would increase/(decrease)
Cyprus if:
Location: 2015: -10% Premiums were higher/(lower);
to +20%
(2014: -10% Discounts were lower/(higher);
to +20%)
Site size: 2015: -30% Weights on comparables
to -20% with premiums were
higher/(lower);
(2014: -30% Weights on comparables
to -20%) with discounts were
lower/(higher).
Asking vs 2015: -20%
transaction: to 0%
(2014: -20%
to 0%)
Frontage sea 2015: 0% to
view: +30%
(2014: 0% to
+30%)
Maturity/development 2015: -30%
potential: (2014: -30%
to -20%)
Weight allocation: 2015: +5% to
+25%
(2014: +10%
to +25%)
------------------------------------------------- -------------- ---------------------------------
Property Market Premiums/(discounts) The estimated fair
in approach on the following: value would increase/(decrease)
Croatia if:
-----------
Asking vs 2014: -5% to Premiums were higher/(lower);
transaction: 0%
Development 2014: -10% Discounts were lower/(higher);
potential: to -5%
Location/visibility: 2014: -25% Weights on comparables
to 0% with premiums were
higher/(lower);
Zoning status: 2014: -20% Weights on comparables
to +10% with discounts were
lower/(higher).
Weight allocation: 2014: +10%
to +50%
Property Income The estimated fair
in approach value would increase/(decrease)
Americas if:
----------- --------------------------------------
Quantity of 2015: 30 to Quantities of villas
villas/ condominiums/ 42 and/or condominiums
lots : and/or lots was higher/(lower);
Selling price 2015: $600 Selling price per
per buildable to $775 buildable sq. ft was
sq. ft: higher/(lower);
Average selling 2015: $19 Average selling price
price per per sq. ft was higher/(lower);
lot sq. ft:
Expected annual 2015: 0% Expected annual growth
growth in in selling price was
selling price higher/ (lower);
:
Cash flow 2015: 5 to Cash-flow velocities
velocity (years): 8 were shorter/(longer)
;
Risk-adjusted 2015: 15% to Risk-adjusted discount
discount rate: 25% rate was lower/(higher).
------------------------------------------------- -------------- ---------------------------------
Property Valuation Significant unobservable Inter-relationship
location technique inputs between key unobservable
(see inputs and fair value
note measurement
3)
----------- ------------ ----------------------------------------------- ---------------------------------
Property Market Premiums/(discounts) The estimated fair
in approach on the following: value would increase/(decrease)
Americas if:
Location: 2015: 0% to Premiums were higher/(lower);
+20%
(2014: -35% Discounts were lower/(higher);
to +45%)
Site size: 2015: -50% Weights on comparables
to +25% with premiums were
higher/(lower);
(2014: -60% Weights on comparables
to +60%) with discounts were
lower/(higher).
Asking vs 2015: -35%
transaction:
(2014: -75%
to +10%)
Frontage sea 2015: -25%
view: to +15%
(2014: -35%
to +55%)
Development 2015: Nil
potential:
(2014: -95%
to +65%)
Condition 2015: -10%
quality: to +15%
(2014: -20%
to +45%)
(2014: +5%
Weight allocation: to +90%)
Combined Market approach (50% The estimated fair
approach weight) value would increase/(decrease)
(Market Premiums/(discounts) if:
and on the following:
Income)
Location: 2014: -35% Premiums were higher/(lower);
to +10%
Site size: 2014: -30% Discounts were lower/(higher);
to -10%
Asking vs 2014: -65% Weights on comparables
transaction: to -10% with premiums were
higher/(lower);
Frontage sea 2014: -30% Weights on comparables
view: to +35% with discounts were
lower/(higher);
Development 2014: +25% Room occupancy rate
potential: to +45% was higher/(lower);
Condition 2014: 0% to Average daily rate
quality: +5% per occupied room
was higher/(lower);
Weight allocation: 2014: +40% Gross operating margin
to +60% was higher/(lower);
Income approach Terminal capitalisation
(50% weight) rate was lower/(higher);
Room occupancy 2014: +40% Quantity of villas
rate (annual): to +55% was higher/ (lower);
(weighted Selling price per
average: 52%) m(2) was higher/(lower);
Average daily 2014: US$1,200 Expected annual growth
rate per occupied to US$1,890 in selling price was
room: higher/(lower);
(weighted Cash flow velocity
average: US$1,570) was shorter/(longer);
Gross operating 2014: 36% Risk-adjusted discount
margin rate: to 52% rate was lower/(higher).
(weighted
average: 49%)
Terminal capitalisation 2014: 9%
rate:
Quantity of 2014: 36
villas:
Selling price 2014: US$5,000
per m(2) : to US$9,000
Expected annual 2014: 0%
growth in
selling price:
Cash flow 2014: 7
velocity (years):
Risk-adjusted 2014: 15%
discount rate:
-------------------------------------------------- -------------------- ---------------------------------
16. DISPOSAL GROUPS HELD FOR SALE
In 2015, management committed to a plan to sell four properties and associated liabilities, through the sale of their holding companies. Accordingly, the assets and liabilities of each of these holding companies are presented as separate disposal groups held for sale. The disposal groups are: Iktinos (owner of "Sitia Bay") and Porto Heli (owner of "Nikki Beach") in Greece, Azurna (owner of "Livka Bay") in Croatia and Kalkan (owner of "La Vanta") in Turkey. All of the disposal groups are included in the geographical segment of 'South-East Europe' and in the operating segments of 'Hotel & Leisure operations' (Porto Heli), 'Construction & Development' (Kalkan) and 'Other' (Iktinos and Azurna). Efforts to sell the disposal groups have commenced and their sale is expected within the following year.
Impairment losses relating to the disposal group
Impairment losses of EUR763 thousand for write-downs of the disposal groups to the lower of their carrying amount and their fair value less costs to sell have been recognised. The impairment losses have been applied to reduce the carrying amount of property, plant and equipment and equity accounted investee.
Assets and liabilities of disposal groups held for sale
As at 31 December 2015, the disposal groups comprised the following assets and liabilities:
Iktinos Azurna Kalkan Porto Total
disposal disposal disposal Heli
group group group disposal
group
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
----------------------------- ---------- ---------- ---------- ---------- --------
Property, plant and
equipment 4,439 - 23 - 4,462
------------------------------ ---------- ---------- ---------- ---------- --------
Investment property
(see note 15) 17,901 34,606 - - 52,507
------------------------------ ---------- ---------- ---------- ---------- --------
Equity-accounted investee - - - 1,450 1,450
------------------------------ ---------- ---------- ---------- ---------- --------
Deferred tax assets - - 1,628 - 1,628
------------------------------ ---------- ---------- ---------- ---------- --------
Trading properties
(see note 17) - - 7,960 - 7,960
------------------------------ ---------- ---------- ---------- ---------- --------
Trade and other receivables - 9 1,459 - 1,468
------------------------------ ---------- ---------- ---------- ---------- --------
Cash and cash equivalents 86 282 397 - 765
------------------------------ ---------- ---------- ---------- ---------- --------
Assets held for sale 22,426 34,897 11,467 1,450 70,240
------------------------------ ---------- ---------- ---------- ---------- --------
Loans and borrowings - 8,162 538 - 8,700
------------------------------ ---------- ---------- ---------- ---------- --------
Deferred tax liabilities 3,380 4,405 25 - 7,810
------------------------------ ---------- ---------- ---------- ---------- --------
Trade and other payables 252 970 393 - 1,615
------------------------------ ---------- ---------- ---------- ---------- --------
Liabilities held for
sale 3,632 13,537 956 - 18,125
------------------------------ ---------- ---------- ---------- ---------- --------
Cumulative income or expenses included in other comprehensive income
An amount of EUR182 thousand relating to the disposal groups, is included in other comprehensive income.
Measurement of fair values
i. Fair value hierarchy
The fair value measurement for the disposal groups before costs to sell has been categorised as a Level 3 fair value based on the inputs to the valuation techniques used (see note 3).
ii. Valuation techniques and significant unobservable inputs
The fair value of each disposal group is significantly based on the valuation of the immovable property in each group. The following table shows the valuation techniques and significant unobservable inputs used in measuring the fair values of these properties.
Property Valuation Significant unobservable inputs
technique
(see
note
3)
---------- -------------- ------------------------------------------------
Iktinos, Combined Market approach
Greece approach (50% weight)
(Market
and Income)
--------------
Premiums/(discounts)
on the following:
--------------
Location: -30% to +30%
Site size: -20% to 0%
Asking vs transaction: -30% to -15%
Frontage sea view: 0% to +15%
Maturity/development
potential: +20% to +90%
Weight allocation: +20% to +30%
Income approach
(50% weight)
Quantity of villas: 102
Selling price per
m2: EUR2,600
Expected annual
growth in selling
price: 0% to 6%
Cash flow velocity
(years): 9
Risk-adjusted discount
rate: 13%
--------------------------------------------------- ---------------------
Income Room occupancy rate 32% to 46% (weighted
approach (annual): average: 43%)
Average daily rate EUR372 to EUR496
per occupied room: (weighted average:
EUR452)
Gross operating 5% to 40% (weighted
margin rate: average: 34%)
Terminal capitalisation
rate: 9%
Risk-adjusted discount
rate: 13%
---------------------------------------- ---------------------
Market Premiums/(discounts)
approach on the following:
Location: -30% to +30%
Site size: -20% to 0%
Asking vs transaction: -30% to -15%
Frontage sea view: 0% to +15%
Maturity/development
potential: -20% to +50%
Weight allocation: +15% to +30%
----------- ---------------------------------------- ---------------------
17. Trading properties
Property Valuation Significant unobservable inputs
technique
(see
note
3)
---------- ------------ ------------------------------------------------
Azurna, Market Premiums/(discounts)
Croatia approach on the following:
------------
Asking vs transaction: -10% to 0%
Weight allocation: +15% to +50%
------------------------------------------------- ---------------------
Kalkan, Income Quantity of residential
Turkey approach units: 1 to 54
Selling price per
m2: EUR1,050 to EUR2,050
Expected annual
growth in selling
price: 0% to 5%
Cash flow velocity
(years): 1 to 3
Risk-adjusted discount
rate: 5% to 40%
Porto Income Room occupancy rate 30% to 40% (weighted
Heli, approach (annual): average: 38%)
Greece
Average daily rate EUR232 to EUR403
per occupied room: (weighted average:
EUR339)
Gross operating 18% to 43% (weighted
margin rate: average: 37%)
Terminal capitalisation
rate: 10%
Risk-adjusted discount
rate: 12%
------------------------------------------------- ---------------------
31 December 31 December
2015 2014
EUR'000 EUR'000
------------------------------------------ ------------ ------------
At beginning of year 52,323 64,524
------------------------------------------ ------------ ------------
Net direct disposals (16,189) (4,510)
------------------------------------------ ------------ ------------
Net transfers from investment property
(see note 15) 14,290 5,568
------------------------------------------ ------------ ------------
Net transfers from property, plant 94 -
and equipment (see note 14)
------------------------------------------ ------------ ------------
Disposals through disposal of subsidiary
company (see note 31) (1,952) (7,252)
------------------------------------------ ------------ ------------
Impairment loss (3,431) (6,216)
------------------------------------------ ------------ ------------
Reclassification to assets held (7,960) - for sale (see note 16) ------------------------------------------ ------------ ------------ Exchange difference 212 209 ------------------------------------------ ------------ ------------ At end of year 37,387 52,323 ------------------------------------------ ------------ ------------
As at 31 December 2015 and 31 December 2014, part of the Group's immovable property is held as security for bank loans (see note 23).
18. AVAILABLE-FOR-SALE FINANCIAL ASSETS
On 15 July 2013, the Company acquired 9.6 million shares, equivalent to 10% of Itacare's share capital, for the amount of EUR1.9 million. Itacare is a real estate investment company that was listed on AIM until 16 May 2014, when the admission of its ordinary shares to trading on AIM was cancelled following a decision of its shareholders at the Extraordinary General Meeting that took place on 6 May 2014.
31 December 31 December
2015 2014
EUR'000 EUR'000
-------------------------- ------------ ------------
At beginning of year 2,201 2,265
-------------------------- ------------ ------------
Net change in fair value - (64)
-------------------------- ------------ ------------
At end of year 2,201 2,201
-------------------------- ------------ ------------
Fair value hierarchy
The fair value of available-for-sale financial assets, on Itacare's de-listing date, was transferred from Level 1 to Level 3 at the fair value hierarchy.
19. equity-accounted investees
Single
DCI Purpose
Holdings Vehicle
Two Five Progressive
Limited Limited Business
('DCI ('SPV Advisors Porto
H2') 5') S.A. Heli Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
------------------------------ ----------- --------- ------------ -------- ---------
Balance as at 1 January
2015 231,972 - 24 2,227 234,223
------------------------------ ----------- --------- ------------ -------- ---------
Reclassification to assets
held for sale - - - (1,526) (1,526)
------------------------------ ----------- --------- ------------ -------- ---------
Additions - - - 310 310
------------------------------ ----------- --------- ------------ -------- ---------
Disposals - - (24) - (24)
------------------------------ ----------- --------- ------------ -------- ---------
Share of translation reserve 180 - - - 180
------------------------------ ----------- --------- ------------ -------- ---------
Share of loss, net of tax (43,542) - - (1,011) (44,553)
------------------------------ ----------- --------- ------------ -------- ---------
Share of revaluation reserve 27 - - - 27
============================== =========== ========= ============ ======== =========
Balance as at 31 December
2015 188,637 - - - 188,637
------------------------------ ----------- --------- ------------ -------- ---------
Balance as at 1 January
2014 179,420 1,418 24 - 180,862
------------------------------ ----------- --------- ------------ -------- ---------
Initial cost of investment
(see note 31) - - - 1,972 1,972
------------------------------ ----------- --------- ------------ -------- ---------
Additions - 1,116 - - 1,116
------------------------------ ----------- --------- ------------ -------- ---------
Profit on dilution - - - 149 149
------------------------------ ----------- --------- ------------ -------- ---------
Share of profit/(loss),
net of tax 52,574 (2,534) - 106 50,146
------------------------------ ----------- --------- ------------ -------- ---------
Share of revaluation deficit (22) - - - (22)
============================== =========== ========= ============ ======== =========
Balance as at 31 December
2014 231,972 - 24 2,227 234,223
------------------------------ ----------- --------- ------------ -------- ---------
The details of the above investments are as follows:
Principal Shareholding
place interest
of
business/Country
Name of Principal activities 2015 2014
incorporation
---------------------- ------------------- --------------------------- ------- ------
Acquisition and
holding of investments
DCI H2 BVIs in Cyprus 50% 50%
---------------------- ------------------- --------------------------- ------- ------
Acquisition and
holding of investments
Porto Heli BVIs in Greece 25% 25%
---------------------- ------------------- --------------------------- ------- ------
Acquisition and
holding of investments
SPV 5 Cyprus in Greece - 25%
---------------------- ------------------- --------------------------- ------- ------
Provision of professional
Progressive Business services to Group
Advisors S.A. Greece companies - 20%
---------------------- ------------------- --------------------------- ------- ------
The above shareholding interest percentages are rounded to the nearest integer.
During the year, the Company's investment in its equity accounted investee, DCI H2, decreased by EUR43,335 thousand, compared to the increase of EUR52,552 thousand during the year 2014 and the decrease of EUR76,730 thousand during the year 2013. DCI H2 is the owner of Aristo and its equity fluctuations for these periods mainly relate to revaluation gains and losses on the latter's property land bank. The decrease recognised in 2013 was principally driven by the reduction in the value of its largest project, Venus Rock, whose fair value has been adjusted to reflect the purchase price agreed with China Glory Investment Group ('CGIG'). In 2014, following the termination of the agreement with CGIG, the property of Venus Rock was revalued based on a valuation by independent professional valuers. In 2015, the property value was based on a new valuation by independent professional valuers carried out on the same basis as that of 2014.
During the year, the Company disposed of its participation in Progressive Business Advisors S.A. Also, on 24 April 2015, DCI Holdings Fifty Ltd ('DCI H50') acquired a 100% participation in SPV 5, through the enforcement of the pledge over the whole issued share capital of SPV 5 that existed in relation to a loan facility provided by DCI H50 to SPV 5 on 11 February 2014. As the Company has a 25% participation in DCI H50, its indirect holding in SPV 5 remains 25% at 31 December 2015. On 30 October 2015, there was a restructuring in the Nikki Beach corporate holding structure ('Porto Heli'), with Heli Bay replacing DCI H50 as the common holding company of the asset and Heli Bay Properties Ltd acting as the intermediate holding company in Cyprus. The Company retains its 25% indirect shareholding participation in the Porto Heli project which has not been affected by the above transactions.
As of 31 December 2015, Aristo, had a total of EUR1.8 million (2014: EUR2.4 million) contractual capital commitments on property, plant and equipment and a total of EUR39 million (2014: EUR44 million) bank guarantees arising in the ordinary course of its business. Aristo's management does not anticipate any material liability to arise from these contingent liabilities. In addition, 1,500 shares out of 4,975 shares that the Company holds in DCI H2 are pledged as a security against the Group's bank loans (see note 23).
SPV 5 had nil (2014: EUR778 thousand) contractual capital commitments on property, plant and equipment. As at 31 December 2014, all 2,500 shares held by the Company in SPV 5 were pledged as security against a loan to SPV 5 (see above and note 23).
The valuation techniques and significant unobservable inputs used in Venus Rock property valuation in years 2015 and 2014 are shown below:
Property Valuation Inter-relationship
between key unobservable
inputs and fair
description technique Significant unobservable value measurement
inputs
-------------- ----------- ----------------------------- ------------------ ---------------------------------
Golf Income Selling price 2015: EUR2,800 The estimated fair
courses approach per m(2) : to EUR3,500 value would increase/(decrease)
and if:
development
land,
Paphos,
Cyprus
(2014: EUR2,800 Selling price per
to EUR3,500) m(2) was higher/(lower);
Expected annual 2015: 0% Expected annual
growth in selling to 1.5% growth in selling
price: price was higher/(lower);
(2014: 1% Cash flow velocity
to 3%) was shorter/(longer);
Cash flow velocity 2015: 18 Risk-adjusted discount
(years): (2014: 13 rate was lower/(higher).
and 14)
Risk-adjusted 2015: 11%
discount rate: (2014: 13%)
Beachfront Market Premiums/(discounts) The estimated fair
land, Approach on the following: value would increase/(decrease)
Paphos, if:
Cyprus
Location: 2015: -30% Premiums were higher/(lower);
to 0%
(2014: -30% Discounts were lower/(higher);
to 0%)
Site size: 2015: -20% Weights on comparables
to 0% with premiums were
higher/(lower);
(2014: -20% Weights on comparables
to 0%) with discounts were
lower/(higher).
Asking vs transaction: 2015: -20%
to 0%
(2014: -15%
to 0%)
Frontage sea 2015: -30%
view: to +30%
(2014: -30%
to +30%)
Maturity/development 2015: 0%
potential: to +30%
(2014: 0%
to +30%)
Building permit: 2015: 0%
to +30%
(2014: 0%
to +30%)
Weight allocation: 2015:+10%
to +40%
(2014: +20%
to +30%)
Agricultural Market Premiums/(discounts) The estimated fair
land, Approach on the following: value would increase/(decrease)
Paphos, if:
Cyprus
Location: 2015: 0% Premiums were higher/(lower);
to +20%
(2014: 0% Discounts were lower/(higher);
to +20%)
Site size: 2015: -50% Weights on comparables
with premiums were
higher/(lower);
(2014: -50%) Weights on comparables
with discounts were
lower/(higher).
Asking vs transaction: 2015: -30%
to -10%
(2014: -25%
to -10%)
Frontage sea 2015: 0%
view: to +20%
(2014: 0%
to +20%)
Maturity/development 2015: -20%
potential: to 0%
(2014: -20%
to 0%)
Weight allocation: 2015: +25%
to +40%
(2014: +25%
to +40%)
======================================================== ================== =================================
Residential Combined Market approach The estimated fair
land, approach -20% weight (2014: value would increase/(decrease)
Paphos, (Market 50% weight) if:
Cyprus and
Income)
-------------- -----------
Premiums/(discounts) Discounts were lower/(higher);
on the following:
-------------- -----------
Long availability 2015: -5% Selling price per
in the market: (2014: -5%) m(2) was higher/(lower);
Income approach Expected annual
-80% weight (2014: growth in selling
50% weight) price was higher/(lower);
Selling price 2015: EUR3,000 Cash flow velocity
per m(2) : (2014: EUR3,000) was shorter/(longer);
Expected annual 2015: 0% Risk-adjusted discount
growth in selling to 1.5% rate was lower/(higher).
price:
(2014: 0%
and 3%)
Cash flow velocity 2015: 10
(years): (2014: 8)
Risk-adjusted 2015: 11%
discount rate: (2014: 12%)
Premiums/(discounts)
on combined approach
value:
Location, maturity, 2015: -50%
size: to -10%
(2014: -50%
to -10%)
======================================================== ================== =================================
Other Combined Market approach The estimated fair
Venus approach -20% weight (2014: value would increase/(decrease)
Rock (Market 50% weight) if:
land, and
Paphos, Income)
Cyprus
============== ===========
Premiums/(discounts) Discounts were lower/(higher);
on the following:
============== ===========
Long availability 2015: -5% Selling price per
in the market: (2014: -5%) m(2) was higher/(lower);
Income approach Expected annual
-80% weight (2014: growth in selling
50% weight) price was higher/(lower);
Selling price 2015: EUR3,000 Cash flow velocity
per m(2) : (2014: EUR3,000) was shorter/(longer);
Expected annual 2015: 0% Risk-adjusted discount
growth in selling to 1.5% rate was lower/(higher).
price:
(2014: 0%
to 3%)
Cash flow velocity 2015: 10
(years): (2014: 8)
Risk-adjusted discount rate: 2015: 11%
(2014: 12%)
================== =================================
Summary of financial information for equity-accounted investees as at and for the years ended 31 December 2015 and 31 December 2014, not adjusted for the percentage ownership held by the Group:
Porto
DCI H2 Heli Progressive Business Advisors S.A. SPV 5 Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
2015
-----------------------------------------
Current assets 227,368 5,630 - - 232,998
-----------------------------------------
Non-current assets 680,085 11,380 - - 691,465
-----------------------------------------
Total assets 907,453 17,010 - - 924,463
-----------------------------------------
Current liabilities 345,847 6,355 - - 352,202
-----------------------------------------
Non-current liabilities 181,734 4,551 - - 186,285
-----------------------------------------
Total liabilities 527,581 10,906 - - 538,487
-----------------------------------------
Net assets 379,872 6,104 - - 385,976
-----------------------------------------
Carrying amount of interest
in associate 188,637 - - - 188,637
-----------------------------------------
Revenues 21,860 2,170 - - 24,030
-----------------------------------------
Loss (109,382) (6,212) - - (115,594)
Other comprehensive income 417 - - - 417
Total comprehensive income (87,105) (4,042) - - (91,147)
=========================================
Group's share of loss and total
comprehensive income (43,335) (1,011) - - (44,346)
2014
-----------------------------------------
Current assets 235,352 7,340 212 6 242,910
-----------------------------------------
Non-current assets 747,722 12,090 2 8,900 768,714
-----------------------------------------
Total assets 983,074 19,430 214 8,906 1,011,624
-----------------------------------------
Current liabilities 210,121 8,467 96 - 218,684
-----------------------------------------
Non-current liabilities 306,678 13,023 - - 319,701
-----------------------------------------
Total liabilities 516,799 21,490 96 - 538,385
-----------------------------------------
Net assets/(liabilities) 466,275 (2,060) 118 8,906 473,239
-----------------------------------------
Carrying amount of interest
in associate 231,972 - 24 2,227 234,223
-----------------------------------------
Revenues 175,137 810 - 500 176,447
-----------------------------------------
Profit/(loss) 105,676 (12,194) - 500 93,982
Other comprehensive income (44) - - - (44)
Total comprehensive income 105,632 (12,194) - 500 93,938
=========================================
Group's share of profit/(loss) and total
comprehensive income 52,552 (2,534) - 106 50,124
DCI H2, the parent company of the Aristo Developers group, has recently completed certain bank loan restructurings to reschedule its loan repayments over a longer period, proceeding with a debt-to-asset swap to retire a part of its debt and reduce its debt service obligations for 2015 and 2016. It remains in negotiation with two more banks (including its major bank lender) to proceed with a restructuring of the related bank liabilities, in a manner that could involve substantial debt-to-asset swaps and the issue of convertible instruments into shares. DCI H2's bank loans are fully secured, primarily with mortgages against immovable property of its subsidiaries. There are no floating charges relating to these bank loans.
If DCI H2 does not secure funds from its subsidiaries or other sources to service its banking debt, the lending institutions would be entitled to exercise the securities they hold against the relevant properties. In such a situation, the timing of these disposals and the eventual disposal proceeds cannot be forecasted and could have a significant impact on the Company's investment in DCI H2.
20. trade and other RECEIVABLES
31 December 31 December
2015 2014
EUR'000 EUR'000
------------------------------------------------ ------------ ------------
Trade receivables 7,482 283
------------------------------------------------ ------------ ------------
Amount receivable from Archimedia
Holdings Corp. ('Archimedia') (see
note 29.3) - 415
------------------------------------------------ ------------ ------------
VAT receivables 3,560 6,206
Other receivables 4,154 13,391
Total trade and other receivables (see note 33) 15,196 20,295
Prepayments and other assets 984 3,427
Total 16,180 23,722
------------------------------------------------ ------------ ------------
31 December 31 December
2015 2014
EUR'000 EUR'000
------------- ------------ ------------
Non-current 1,178 2,584
------------- ------------ ------------
Current 15,002 21,138
------------- ------------ ------------
16,180 23,722
------------- ------------ ------------
21. Cash and cash equivalents
31 December 31 December
2015 2014
EUR'000 EUR'000
----------------------------- ------------ ------------
Bank balances (see note 33) 41,948 30,952
----------------------------- ------------ ------------
Cash in hand 42 26
----------------------------- ------------ ------------
Total 41,990 30,978
----------------------------- ------------ ------------
During the year, the Group had no fixed deposits.
As at 31 December 2015, an amount of EUR4.1 million (2014: EUR5 million) received through the Colony Luxembourg S.a.r.l. loan facility is restricted for use only towards the development of Amanzoe project. As at 31 December 2014, the amount of EUR18.9 million (US$22.9 million) received through Melody Business Finance LLC loan facility was restricted for use only towards the development of Playa Grande project. In addition, funds in bank accounts of certain Group companies are pledged as a security for loans (see note 23).
22. capital and reserves
Capital
Authorised share capital
31 December 2015 31 December 2014
'000 of shares EUR'000 '000 of shares EUR'000
Common shares of EUR0.01 each 2,000,000 20,000 2,000,000 20,000
Movement in share capital and premium
Shares in Share capital Share premium
'000 EUR'000 EUR'000
Capital at 1 January 2014 and 31 December 2014 642,440 6,424 498,933
Capital at 1 January 2015 642,440 6,424 498,933
Shares issued on 9 June 2015 219,257 2,193 60,527
Placement costs - - (1,464)
Bond conversion shares on 11 June 2015 42,930 429 11,851
Capital at 31 December 2015 904,627 9,046 569,847
On 9 June 2015 and 11 June 2015, the Company issued 219,256,609 new common shares and 42,930,080 bond conversion shares, respectively, at GBP 0.21 per share, for a total value of EUR75 million. The new shares rank pari passu with the existing common shares of the Company.
Warrants
In December 2011, the Company raised EUR8.5 million through the issue of new shares at GBP 0.27 per share (with warrants attached to subscribe for additional Company shares equal to 25% of the aggregate value of the new shares at the price of GBP 0.3105 per share, subject to anti-dilution adjustments pursuant to the warrant's terms and conditions - initial price of GBP 0.35 per share). The warrant holders can exercise their subscription rights within five years from the admission date. The number of shares to be issued on exercise of their rights will be determined based on the subscription price on the exercise date.
Reserves
Translation reserve
Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Fair value reserve
Fair value reserve comprises the cumulative net change in fair value of available-for-sale financial assets until the assets are derecognised or impaired, and the revaluation of property, plant and equipment from both subsidiaries and equity accounted investees, net of any deferred tax.
23. loans AND BORROWINGS
Total Within one year Within two to five years More than five years
------------------ ------------------ --------------------------- -----------------------
2015 2014 2015 2014 2015 2014 2015 2014
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
Loans in euro 92,395 111,562 10,578 20,943 61,707 23,986 20,110 66,633
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
Loans in United
States dollars 57,550 43,128 6,638 2,984 50,912 10,009 - 30,135
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
Bank overdrafts
in Euro - 2,239 - 2,239 - - - -
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
Convertible bonds
payable 73,735 83,160 15,312 - 58,423 83,160 - -
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
223,680 240,089 32,528 26,166 171,042 117,155 20,110 96,768
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
Loans in Euro
within disposal
groups held for
sale 8,700 - 709 - 7,991 - - -
------------------ -------- -------- -------- -------- ------------- ------------ ----------- ----------
Total 232,380 240,089 33,237 26,166 179,033 117,155 20,110 96,768
Terms and Conditions
The terms and conditions of outstanding loans were as follows:
Description Currency Interest rate Maturity dates 31 December 2015 31 December 2014
EUR'000 EUR'000
Euribor plus
margins ranging
Secured loans Euro from 4.25% to 6.5% From 2015 to 2026 41,744 49,474
Basic rate plus
margins ranging
Secured loans Euro from 1.5% to 2.25% From 2015 to 2022 16,443 19,897
Fixed rates ranging
Secured loans Euro from 7.9% to 11% From 2016 to 2020 42,908 42,191
Libor plus margins
United States ranging from 2% to
Secured loans Dollars 8% From 2017 to 2020 57,550 43,128
Unsecured bank
overdraft Euro 9.05% On demand - 2,239
Convertible bonds
payable Euro 5.50% 2018 50,000 50,000
Convertible bonds United States
payable Dollars 7% From 2016 to 2018 23,735 33,160
Total interest-bearing liabilities 232,380 240,089
Securities
As at 31 December 2015 and 31 December 2014, the Group's loans and borrowings were secured as follows:
-- Mortgage against immovable property of the subsidiary in Dominican Republic, PGH, with a carrying amount of EUR34.8 million (2014: EUR36.2 million).
-- Mortgage against the immovable property of the Croatian subsidiary, Azurna, with a carrying amount of EUR33.3 million (2014: EUR32.2 million), two promissory notes, a debenture note and a letter of support from its parent company Single Purpose Vehicle Four Limited.
-- Mortgage against immovable property of the Turkish subsidiary, Kalkan Yapi ve Turizm A.S., with a carrying amount of EUR6.7 million (2014: EUR8.7 million).
-- Mortgage against the immovable property of the Cypriot subsidiary, Symboula Estates Limited, with a carrying amount of EUR34.4 million (2014: EUR41.2 million).
-- Mortgage against immovable property of the Cypriot associate, Aristo, amounting to EUR2.8 million.
-- Lien up to EUR41.6 million on immovable properties of the Greek subsidiaries of The Porto Heli project, with a carrying amount of EUR149 million (2014: EUR178 million).
-- Pledge of 1,500 shares of DCI H2 for Symboula Estates Limited bank loans (2014: pledge of 1,500 shares of DCI H2) (see note 19).
-- Pledge of 4,495 shares of the Cypriot subsidiary, DCI 14, and all shares of six Cypriot and Greek subsidiaries of Amanzoe project for DCI 14 loan received from Colony Luxembourg S.a.r.l. acting on behalf of managed funds.
-- Pledge of all shares of PGH, its subsidiary, Playa Grande Golf Resort Inc., and its parent, DCA Holdings Seven Limited for the loan received by DCA Holdings Seven Limited's parent, DCA Holdings Six Limited, from Melody Business Finance LLC, acting as administrative agent of a group of lenders.
-- Fixed and floating charges over the rights, titles and interests of DCI 14 and three Cypriot subsidiaries of Amanzoe project, charge over their bank accounts and assignment of their intra-group receivables for the loan from Colony Luxembourg S.a.r.l.
-- Pledge over the net loan proceeds related to the loan through Melody Business Finance LLC.
-- Pledge over funds in bank accounts of PGH and its subsidiary, Playa Grande Golf Resort Inc., pledge over rights under insurance policies, conditioned assignment over operation and promissory notes for disbursements in connection with Playa Grande Golf Resort Inc. bank loan.
-- Corporate guarantees by DCI Holdings One Limited for the serving of the bank loan of Cypriot subsidiary, Symboula Estates Limited, amounting to EUR16 million (2014: guarantee of EUR21.3 million for two bank loans).
-- Guarantee by Dolphin Capital Americas Limited, the parent of DCA Holdings Six Limited, on the payment and performance of guaranteed obligations in connection with the loan from Melody Business Finance LLC.
-- Corporate guarantee by the Company on a PGH group bank loan and convertible bonds issued in 2011.
As at 31 December 2014, in addition to the above, the Group's loans and borrowings were secured as follows:
-- First and second prenotations of mortgage against immovable property of the Greek subsidiary, Aristo Developers S.A., with a carrying amount of EUR1.4 million, and a prenotation of mortgage against immovable property of the same entity, with a carrying amount of EUR7.9 million.
-- All shares of SPV 5 for SPV 5 loan facility from DCI H50 (see note 19).
Convertible bonds payable
On 5 April 2013, the Company issued 5,000 bonds (the 'Euro Bonds') at EUR10 thousand each, bearing interest of 5.5% per annum, payable semi-annually, and maturing on 5 April 2018.
On 23 April 2013, the Company issued 917 bonds (the 'US$ Bonds') at US$10 thousand each, bearing interest of 7% per annum, payable semi-annually, and maturing on 23 April 2018.
The Euro Bonds and the US$ Bonds may be converted prior to maturity (unless earlier redeemed or repurchased) at the option of the holder into common shares of EUR0.01 each. The conversion price is EUR0.5623, equivalent of GBP 0.49 (initial conversion price GBP 0.50) and US$0.6583, equivalent of GPB 0.4410 (initial conversion price GBP 0.45) per share for the Euro Bonds and the US$ Bonds, respectively.
The Euro Bonds and the US$ Bonds are not publicly traded.
Part of the bonds, amounting to EUR41,004 thousand, was subscribed for by Third Point LLC, a significant shareholder of the Company.
On 29 March 2011, DCI H7 issued 4,000 bonds at US$10 thousand each, bearing interest of 7% per annum, payable semi-annually, and maturing on 29 March 2016. The bonds are trading on the Open Market of the Frankfurt Stock Exchange (the freiverkehr market) under the symbol 12DD. On 23 April 2013, the Company purchased 891 bonds at a consideration of US$10 thousand each (representing their par value) plus corresponding accrued interest of approximately US$200 thousand using the funds received from the issue of the US$ Bonds. On 10 June 2015, certain bondholders, including the Investment Manager, opted to convert bonds of total value US$14,420 thousand into 42,930,080 shares that were admitted on AIM on 11 June 2015. The Investment Manager converted bonds of total value US$420 thousand into 1,250,390 shares.
Bonds may be converted prior to maturity (unless earlier redeemed or repurchased) at the option of the holder into Company's common shares of EUR0.01 each for a conversion price of US$0.7095, equivalent of GBP 0.4436, subject to anti-dilution adjustments pursuant to the bond's terms and conditions (initial conversion price GBP 0.50). The number of shares to be issued on exercise of a conversion right shall be determined by dividing the principal amount of the bonds to be converted by the conversion price in effect on the relevant conversion date.
At the option of bondholders:
(i) some or all of the principal amount of the bonds held by a bondholder may be repurchased by the issuer; and
(ii) the consideration for such repurchase shall be the transfer by the Company to the bondholder of land plot(s) at the issuer's Playa Grande Aman development in the Dominican Republic.
24. Deferred tax assets and liabilities
31 December 2015 31 December 2014
Deferred Deferred Deferred Deferred
tax tax liabilities tax assets tax liabilities
assets
EUR'000 EUR'000 EUR'000 EUR'000
Balance at the beginning of the year 2,557 (55,180) 4,230 (56,610)
--------
From disposal of subsidiary (see note 31) - 314 (1,162) -
--------
Recognised in profit or loss (see note 12) 256 15,112 (510) 2,218
========
Recognised in other comprehensive income (see note 12) - 1,791 - (555)
========
Reclassification to (assets)/liabilities held for sale (1,628) 8,091 - -
========
Exchange difference and other (188) (257) (1) (233)
--------
Balance at the end of the year 997 (30,129) 2,557 (55,180)
Deferred tax assets and liabilities are attributable to the following:
31 December 2015 31 December 2014
Deferred Deferred Deferred Deferred
tax tax liabilities tax assets tax
assets liabilities
EUR'000 EUR'000 EUR'000 EUR'000
-------- -------------
Revaluation of investment property - (23,819) - (45,160)
-------- -------------
Revaluation of trading properties - (1,926) - (2,394)
-------- -------------
Revaluation of property, plant and equipment - (6,007) - (8,374)
======== =============
Other temporary differences - 1,623 - 748
======== =============
Tax losses 997 - 2,557 -
-------- -------------
Total 997 (30,129) 2,557 (55,180)
25. Finance lease LIABILITIES
31 December 2015 31 December 2014
Future Present value Future Present value
minimum of minimum minimum of minimum
lease lease lease lease
payments Interest payments payments Interest payments
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
--------- ---------
Less than one year 78 1 77 529 62 467
--------- ---------
Between two and five years 197 8 189 1,738 227 1,511
--------- ---------
More than five years 4,186 1,419 2,767 9,168 3,051 6,117
--------- ---------
Total 4,461 1,428 3,033 11,435 3,340 8,095
The major finance lease obligations comprise leases in Greece with 99-year lease terms.
26. DEFERRED REVENUE
31 December 31 December
2015 2014
EUR'000 EUR'000
------------ ------------
Prepayment from clients 21,713 19,549
------------ ------------
Government grant 7,353 7,475
------------ ------------
Total 29,066 27,024
------------ ------------
31 December 31 December
2015 2014
EUR'000 EUR'000
------------ ------------
Non-current 17,846 9,131
------------ ------------
Current 11,220 17,893
------------ ------------
Total 29,066 27,024
------------ ------------
27. Trade and other payables
31 December 31 December
2015 2014
EUR'000 EUR'000
------------ ------------
Trade payables 4,019 349
------------ ------------
Land creditors 25,609 24,989
------------ ------------
Investment Manager fees payable (see note 29.2) 467 467
------------ ------------
Payable to the former controlling shareholder of PGH project (see note 29.3) - 565
Other payables and accrued expenses 34,844 30,079
------------ ------------
Total 64,939 56,449
------------ ------------
31 December 31 December
2015 2014
EUR'000 EUR'000
------------ ------------
Non-current 6,698 12,262
------------ ------------
Current 58,241 44,187
------------ ------------
Total 64,939 56,449
------------ ------------
28. NAV per share
31 December 31 December
2015 2014
'000 '000
------------ ------------
Total equity attributable to owners of the Company (EUR) 481,589 557,448
------------ ------------
Number of common shares outstanding at end of year 904,627 642,440
------------ ------------
NAV per share (EUR) 0.53 0.87
29. Related party transactions
29.1 Directors' interest and remuneration
Directors' interest
Miltos Kambourides is the founder and managing partner of the Investment Manager.
The interests of the Directors as at 31 December 2015, all of which are beneficial, in the issued share capital of the Company as at this date were as follows:
Shares
'000
Miltos Kambourides (indirect holding) 66,019
Mark Townsend 132
Save as disclosed, none of the Directors had any interest during the year in any material contract for the provision of services which was significant to the business of the Group.
On 30 May 2013, David B. Heller acquired convertible Euro Bonds of EUR2,050 thousand par value that may be converted prior to maturity into 3,573,296 common Company shares of EUR0.01 each.
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
'000 '000
------------------------------------ ---------- ----------
Remuneration 844 159
------------------------------------ ---------- ----------
Equity-settled share-based payment 60 -
arrangements (see note 30)
------------------------------------ ---------- ----------
Total remuneration 904 159
The Directors' remuneration details for the years ended 31 December 2015 and 31 December 2014 were as follows:
From 1 From 1 January 2014
January to 31 December 2014
2015
to 31
December
2015
EUR'000 EUR'000
------------------------ ----------
Laurence Geller 233 -
------------------------ ----------
Robert Heller 175 -
------------------------ ----------
Graham Warner 174 -
------------------------ ----------
Mark Townsend 58 -
------------------------ ----------
Justin Rimel 13 -
------------------------ ----------
Andrew Coppel 34 -
------------------------ ----------
David B. Heller 21 19
------------------------ ----------
Roger Lane-Smith 122 45
------------------------ ----------
Andreas Papageorghiou 2 15
------------------------ ----------
Cem Duna 2 15
------------------------ ----------
Antonios Achilleoudis 2 15
------------------------ ----------
Christopher Pissarides 8 50
------------------------ ----------
Total 844 159
------------------------ ----------
Mr. Miltos Kambourides has waived his fees.
On 25 February 2015, the Company announced the following Directorate changes: five new members joined the Board, Laurence Geller who also served as Chairman, Robert Heller, Graham Warner, Mark Townsend and Justin Rimel. Miltos Kambourides, David B. Heller remained on the new Board and Roger Lane Smith remained until his retirement on 31 December 2015. Also Andreas Papageorghiou, Cem Duna, Antonios Achilleoudis and Christopher Pissarides stepped down from the Board. On 6 October 2015, Andrew Coppel also joined the Board.
On 1 March 2016, Laurence Geller, David B. Heller and Justin Rimel resigned from the Company's Board with Andrew Coppel being appointed as the Independent Non-Executive Chairman.
Laurence Geller will no longer retain an interest in the stock options issued pursuant to the Company's Stock Option Programme whilst Andrew Coppel will not participate in the Stock Option Programme.
29.2 Investment Manager remuneration
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
EUR'000 EUR'000
------------------------------------ ---------- ----------
Annual fees 12,813 13,671
------------------------------------ ---------- ----------
Equity-settled share-based payment 315 -
arrangements (see note 30)
------------------------------------ ---------- ----------
Total remuneration 13,128 13,671
In line with the Amended and Restated Investment Management Agreement, signed in June 2015 and effective from 1 July 2015, the following arrangements came into effect:
Annual fees
The Investment Manager is entitled to an annual management fee defined as follows:
-- for the period from 1 July 2015 to and including 31 December 2015, the annual management fee shall be EUR1 million per calendar month payable quarterly in advance; and
-- with effect from and including 1 January 2016, the annual management fee shall be EUR8.5 million payable quarterly in advance.
-- commencing on and with effect from 1 January 2017, the annual management fee payable for the following annual periods will be permanently reduced on 1 January in each year to an amount equal to the lower of:
(i) 1.25% of the gross asset value of the Company calculated as at the last preceding 31 December calculation date; and
(ii) EUR8.5 million.
In addition, the Company shall reimburse the Investment Manager for any professional fees or other costs incurred on behalf of the Company for the provision of services or advice.
Performance fees
Core asset incentive fee
The Investment Manager will be entitled to the core asset incentive fee based on the net profits received by the Company from the core assets or the disposal thereof.
Core assets comprise of the following projects: Amanzoe, Kilada Hills, Kea, Pearl Island and Playa Grande. All other assets of the company are characterized as non-core for the purpose of incentive fee calculations.
The net proceeds will be divided between the Investment Manager and the Company on the following basis:
-- first, 100% to the Company until the Company has received an amount equal to EUR169.6 million (the 'Aggregate Core Asset Base Value');
-- second, 100% to the Company until the Company has received an amount equal to the core asset capital and costs;
-- third, 100% to the Company until the Company has received an amount equal to the base cost compounded quarterly at the average one-month Euribor rate plus 500 basis points (but capped at a maximum interest rate of 6% per annum);
-- fourth, 60% to the Investment Manager and 40% to the Company until the Investment Manager has received an amount equal to 20% of the Net Profits then distributed; and
-- thereafter, 20% to the Investment Manager and 80% to the Company such that the Investment Manager shall receive a total core asset incentive fee equivalent to 20% of the Net Profits.
On the disposal of a core asset, the Investment Manager shall be entitled to receive an advance of the core asset incentive fee on the following basis:
-- where the disposal takes place prior to the date on which the Company shall have first received an amount of net profits from the disposal of core assets equal to, or in excess of, EUR113,055,360 (the 'Trigger Date'), an amount equal to 6.666% of the net profits received by the Company on the disposal of such core asset; or
-- where the disposal takes place after the Trigger Date, an amount equal to 10% of the net profits received by the Company on the disposal of such core asset, (in each case a 'Core Asset Incentive Fee Advance Payment').
The aggregate value of any Core Asset Incentive Fee Advance Payments will at any time be set off against, and thereby reduce to not less than zero, any liability of the Company to pay core asset incentive fees.
Non-core asset incentive fee
The Investment Manager will be entitled to the non-core asset incentive fee based on the net profits received by the Company from the disposal of any non-core asset. No non-core asset incentive fee will be payable in respect of a non-core asset unless the aggregate disposal proceeds actually received by the Company in respect of such non-core asset exceeds the base value (the 'Payment Condition'). The base value is defined as 65% of the non-core asset value as at 31 December 2014. Subject to satisfaction of the Payment Condition in respect of any non-core asset, the net proceeds actually received by the Company from the disposal of such non-core asset will be divided between the Investment Manager and the Company on the following basis:
-- first, 100% to the Company until the Company has received an amount equal to the base value;
-- second, 12.5% to the Investment Manager and 87.5% to the Company until the net proceeds equal 80% of the base value;
-- third, 17.5% to the Investment Manager and 82.5% to the Company until the net proceeds equal 100% of the base value; and
-- thereafter, 25% to the Investment Manager and 75% to the Company.
50% of each non-core asset incentive fee will be placed in an interest bearing escrow account to be operated by the Company's administrator. Any funds held in this escrow account will be dealt with as follows; commencing on 31 December 2015, in the event that, as at 31 December in each year, the aggregate net proceeds received by the Company in relation to all non-core assets disposed of during the previous 12 month period (the 'Look-back Period'):
-- do not equal or exceed the aggregate of the base values of any non-core assets disposed of during an applicable Look-back Period (the 'Aggregate Base Value') then the Company's administrator will be authorised to repay any escrowed funds to the Company until such time as the Company has received an amount equal to the Aggregate Base Value and thereafter any remaining escrowed funds (if any) will be paid to the Investment Manager; or
-- equal or exceed the Aggregate Base Value then the Company's administrator will be authorised to pay to the Investment Manager the escrowed funds.
Incentive shares
Investment Manager Awards have been granted (see note 30).
Clawback
Following the Amended and Restated Investment Management Agreement, if, on the clawback assessment date, the Company has not received an amount from the disposal of the core assets equal or in excess of the Aggregate Core Asset Base Value, the Investment Manager will pay to the Company an amount to cover the difference, not to exceed the aggregate amount of any Core Asset Incentive Fee Advance Payments received by the Investment Manager. The clawback assessment date is the earlier of, (i) disposal of the Company's interest in the last core asset concerned; or (ii) 1 August 2020. In the event that a fees clawback applies the Company shall be entitled to set off at any time the amount of any fees clawback payment due against, (i) any liability of the Company to pay non-core asset incentive fees and/or (ii) any other fees due and payable by the Company to the Investment Manager, but excluding the annual management fee. In addition, the Company will have a security interest over any unvested shares awarded to the Investment Manager under the Share Incentive Plan.
No performance fees were charged to the Company for the years ended 31 December 2015 and 31 December 2014. As at 31 December 2015 and 31 December 2014, funds held in escrow, including accrued interest, amounted to EUR467 thousand.
Previous arrangements, in force until 30 June 2015, were as follows:
Annual fees
The Investment Manager was entitled to an annual management fee of 2% of the equity funds defined as follows:
-- EUR890 million; plus
-- The gross proceeds of further equity issues, other than the funds raised in respect of the proceeds of the equity issues as at 25 October 2012 and 30 December 2011; plus
-- Realised net profits less any amounts distributed to shareholders.
The equity funds as at 30 June 2015 comprised EUR681 million.
In addition, the Company reimbursed the Investment Manager for any professional fees or other costs incurred on behalf of the Company for the provision of services or advice.
Performance fees
The Investment Manager was entitled to a performance fee based on the net profits made by the Company, subject to the Company receiving the 'Relevant Investment Amount' which is defined as an amount equal to:
i The total cost of the investment reduced on a pro rated basis by an amount of EUR160.1 million*; plus
ii A hurdle amount equal to an annualised percentage return equal to the average one-month Euribor rate applicable in the period commencing from the month when the relevant cost was incurred compounded for each year or fraction of a year during which such investment was held (the 'Hurdle'); plus
iii A sum equal to the amount of any realised losses and/or write-downs in respect of any other investment which has not already been taken into account in determining the Investment Manager's entitlement to a performance fee.
In the event that the Company had received distributions from an investment equal to the Relevant Investment Amount, any subsequent net profits arising should have been distributed in the following order or priority:
i 60% to the Investment Manager and 40% to the Company until the Investment Manager should had received an amount equal to 20% of such profits; and
ii 80% to the Company and 20% to the Investment Manager, such that the Investment Manager should had received a total performance fee equivalent to 20% of the net profits.
* The total cost of investment was reduced in April 2014 by EUR7.6 million, as compared to the base reduction of EUR167.7 million, to reflect the loss incurred by the Company through the Pasakoy Yapi ve Turizm A.S. ('Pasakoy') sale transaction, as calculated in accordance with the Investment Management Agreement provisions and definitions.
The performance fee payment was subject to the following escrow and clawback provisions:
Escrow
The following table displays the previous escrow arrangements:
Escrow Terms Up to EUR109 million returned 50% of overall performance fee held in escrow Up to EUR109 million plus the cumulative hurdle returned 25% of any performance fee held in escrow After the return of EUR409 million post-hurdle, plus the All performance fees released from escrow return of EUR225 million post-hurdle
Clawback
If on the earlier of (i) disposal of the Company's interest in a relevant investment or (ii) 1 August 2020, the proceeds realised from that investment are less than the Relevant Investment Amount, the Investment Manager should have paid to the Company an amount equivalent to the difference between the proceeds realised and the Relevant Investment Amount. The payment of the clawback was subject to the maximum amount payable by the Investment Manager not exceeding the aggregate performance fees (net of tax) previously received by the Investment Manager in relation to other investments.
29.3 Shareholder and development agreements
Shareholder agreements
DolphinCI Twenty Two Limited, a subsidiary of the Group, had signed a shareholder agreement with the non-controlling shareholder of Eastern Crete Development Company S.A., under which it had acquired 60% of the shares of the Plaka Bay project by paying the former majority shareholder a sum upon closing and a conditional amount in the event the non-controlling shareholder was successful in, among others, acquiring additional specific plots and obtaining construction permits. On 23 August 2013, the parties signed a new agreement for the purchase of the remaining 40% stake of the entity. The base consideration for the purchase was EUR4.4 million payable in three installments: EUR2.4 million by 10 September 2013, EUR1 million by 30 September 2013 and EUR1 million by 31 October 2013. The last installment of EUR1 million was transferred in February 2014. Consideration might be increased by the transfer of plots of land in the project, to the seller, of total market value equal to EUR4 million, subject to the project receiving permits for building 40,000 m2, of freehold residential properties. The conditional deferred consideration will be adjusted pro rata in case the buildable properties are less than 40,000 m2 but is also subject to a 5% annual increase commencing from the second anniversary from the signing of the agreement and until implementation by the Company.
On 20 September 2010, the Group signed an agreement with Archimedia, controlled by John Hunt, for the sale of a 14.29% stake in Amanzoe for a consideration of EUR11 million. The agreement also granted Archimedia the right to partially or wholly convert this shareholding stake into up to three predefined Aman Villas (the 'Conversion Villas') for a predetermined value and percentage per Villa. The first EUR1 million of the consideration was received at signing, while the completion of the transaction and the payment of the EUR10 million balance was subject to customary due diligence on the project and the issuance of the construction permits for the Conversion Villas prior to a longstop date set at 1 April 2011. On 28 March 2011, the Company reached an agreement with Archimedia to vary the original terms of the sale agreement, which was followed by the Company and Archimedia entering into an amended sale agreement on 13 March 2012. The Company received US$12,422 thousand and EUR1,300 thousand, while US$978 thousand and EUR800 thousand due as at 31 December 2013, plus any additional consideration that could be due depending on the exact size and features of the Conversion Villas, would be received upon completion of the Conversion Villas. On 2 July 2014, Archimedia remitted EUR904 thousand (EUR263 thousand and US$878 thousand) to the Company towards this end. As of 31 December 2015 no receivable amount was outstanding (2014: EUR415 thousand, included in trade and other receivables - see note 20). On 3 August 2012, the Company received a Conversion Notice from Archimedia to convert 6.43% of its shares in Amanzoe in exchange for an Aman Villa and on 27 December 2012 a further Notice for the conversion of the remaining 7.86% of its shares for two other Aman Villas. As of 31 December 2015, all Villas Conversions had been completed and Archimedia did not hold any shareholding interest in Amanzoe.
On 6 August 2012, the Company signed an agreement for the sale of eight out of the nine remaining Seafront Villas, part of the Mindcompass Overseas Limited group of entities. The total base net consideration agreed for this sale was EUR10 million, with the Company also entitled to 50% profit participation in the sale of five Villas. It was also agreed that the Company would undertake the construction contract for the completion of the Villas and a EUR1 million deposit was paid upon signing. During 2013, the Company received an additional amount of EUR990 thousand. The construction of the two Villas is currently underway.
On 5 September 2012, the Company signed a sales agreement with a regional investor group led by Mr. Alberto Vallarino for the sale of its 60% shareholding in Peninsula Resort Holdings Limited, the entity that indirectly holds the land for Pearl Island's Founders' phase of the Pearl Island Project. The consideration for the sale was a cash payment of US$6 million (50% paid at closing on 14 September 2012 and 50% one year from closing, collected on 17 September 2013) and a commitment to invest an additional circa US$35 million of development capital within a maximum period of two years in order to complete the aforementioned phase of the project. Out of those funds, approximately US$13 million would be incurred on development of components owned by Pearl Island Limited S.A., with the entire amount already invested by 31 December 2015 (2014: US$12,553 thousand).
Development agreements
Pursuant to the original Sale and Purchase Agreement of 10 December 2007, DCI H7 was obliged to make payments for the construction of infrastructure on the land retained by DR Beachfront Real Estate LLC ('DRB'), the former majority shareholder of PGH. Pursuant to a restructuring agreement dated 5 November 2012, those obligations have been restructured with the material provisions of that agreement already fulfilled. As at 31 December 2015, following cash payments of US$7.6 million and transfers of land parcels valued at approximately US$11.7 million, no amount is outstanding (31 December 2014: US$0.7 million or EUR565 thousand, included in trade and other payables - see note 27).
Pedro Gonzalez Holdings II Limited, a subsidiary of the Group in which the Company holds a 60% stake, has signed a Development Management agreement with DCI Holdings Twelve Limited ('DCI H12') in which the Group has a stake of 60%. Under its terms, DCI H12 undertakes, among others, the management of permitting, construction, sale and marketing of the Pearl Island project.
29.4 Other related parties
During the years ended 31 December 2015 and 31 December 2014, the Group incurred the following related party transactions with the following parties:
2015
Related party name EUR'000 Nature of transaction
Iktinos Hellas S.A. 48 Project management services in relation to Sitia project
and rent payment
John Heah, non-controlling shareholder of SPV 10 191 Design fees in relation to Kea Resort project and Playa
Grande project
Progressive Business Advisors S.A. 282 Accounting fees
Third Point LLC, shareholder of the Company 2,401 Bond interest for the year
2014
Related party name EUR'000 Nature of transaction
Iktinos Hellas S.A. 48 Project management services in relation to Sitia project
and rent payment
John Heah, non-controlling shareholder of SPV 10 486 Design fees in relation to Kea Resort project and Playa
Grande project
Progressive Business Advisors S.A. 314 Accounting fees
Aristo 1,445 Sale of property to Group company
Portoheli Ksenodoxio Kai Marina S.A. 7,655 Construction cost and project management services in
relation to Nikki Beach project
Third Point LLC, shareholder of the Company 2,326 Bond interest for the year
30. EQUITY-SETTLED SHARE-BASED PAYMENT ARRANGEMENTS
From 1 From 1
January January
2015 2014
to 31 to 31
December December
2015 2014
'000 '000
------------------------------------------------------ ---------- ----------
Investment Manager Awards (see note 315 -
29.2)
------------------------------------------------------ ---------- ----------
Director Awards (see note 29.1) 60 -
------------------------------------------------------ ---------- ----------
Total equity-settled share-based payment arrangements 375 -
Investment Manager Awards
On 9 June 2015, under a Stock Incentive Plan, the Company granted two nil-cost share option awards to the Investment Manager (the 'DCP Awards') as follows:
Number of Shares to which the DCP Awards relate:
-- DCP Award 1: 31,661,940 common shares of EUR0.01 each; and -- DCP Award 2: 22,615,671 common shares of EUR0.01 each,
both subject to reductions in case that certain non-market performance targets are not met.
These awards will performance vest in various equal tranches dependent upon the average closing price of the shares trading at or above certain relevant target share prices for a continuous period of 30 trading days. The relevant target share prices for the purposes of these awards range from 35p to 80p. DCP Awards remain exercisable up until the day before the fifth anniversary of the grant date of the awards.
Director Awards
On 9 June 2015, Mr. Laurence Geller, Mr. Robert Heller and Mr. Graham Warner were granted nil-cost share option awards under a Stock Incentive Plan (the 'Director Awards'). These awards will performance vest in equal tranches dependent upon the average closing price of the shares trading at or above certain relevant target share prices for a continuous period of 30 trading days. The relevant target share prices for the purposes of these awards are 35p, 40p, 45p, and 50p. The number of shares to which the Director Awards relate is 11,273,912 common shares of EUR0.01 each with reductions in case that certain non-market performance targets are not met. Director Awards remain exercisable up until the day before the fifth anniversary of the grant date of the awards. On 1 March 2016, Mr. Laurence Geller, resigned from the Company's Board and no longer retains an interest in the stock options issued pursuant to the Company's Stock Option Programme.
The most significant inputs used in the measurement of the grant date fair value of the Awards are as follows:
Awards Awards
2015 2014
Fair value at grant date GBP0.0659 -
Share price at grant date GBP0.215 -
Exercise price Nil -
Expected volatility (long run forecast) 31% -
Risk-free rate (based on UK government 5 years bonds) 1.523% -
31. Business combinations
During the year ended 31 December 2015, the Group increased its ownership interest in DCI 14 by 7.86% to 100% as follows:
DCI 14
EUR'000
Non-controlling interests acquired (3,236)
Consideration transferred (5,108)
Less: receivables assignment 3,347
Net consideration transferred (1,761)
Acquisition effect recognised in equity (4,997)
The consideration transferred for the acquisition of the 7.86% stake in DCI 14 relates to a conversion villa, per the relevant agreement (see note 29.3).
On 2 October 2015, DCI H1 sold the shares of its wholly owned subsidiary Dolphinci Twenty Seven Ltd ('DCI 27') to DRG Development Greece Ltd, as follows:
DCI 27
EUR'000
Investment property (see note 15) (10,979)
Property, plant and equipment (see note 14) (1,422)
Trading properties (see note 17) (1,952)
Other non-current assets (24)
Receivables and other assets (5,242)
Cash and cash equivalents (299)
Loans and borrowings 9,055
Finance lease liabilities 6,162
Deferred tax liabilities (see note 24) 314
Other non-current liabilities 206
Trade and other payables 5,004
Net liabilities disposed of 823
--------
Proceeds on disposal -
--------
Gain on disposal recognised in profit or loss 823
Cash effect on disposal:
--------
Proceeds on disposal -
--------
Cash and cash equivalents (299)
--------
Net cash outflow on disposal (299)
The consideration was EUR 1 along with Profit Sharing based on the Net Proceeds that may be received by DCI 27 in respect of any disposal of its subsidiary Aristo Developers S.A. or any of the subsidiary's assets. Profit sharing is adjusted on a yearly basis and is set to 50%, 35% and finally 20% in the period between the second and third anniversary from the sale. The profit sharing entitlement will elapse on the third anniversary from the sale date.
During the year ended 31 December 2014, the Group increased its ownership interest in Bourne Holdings (Cyprus) Limited (holding company of Eastern Crete Development Company S.A.) by 9.09% to 100% and in DCI 14 by 6.43% to 92.14% as follows:
Eastern Crete
Development
Company S.A. DCI 14 Total
EUR'000 EUR'000 EUR'000
Non-controlling interests acquired 1,535 (1,512) 23
Consideration transferred (1,000) (4,914) (5,914)
Less: receivables assignment - 2,936 2,936
Net consideration transferred (1,000) (1,978) (2,978)
Acquisition effect recognised in equity 535 (3,490) (2,955)
The consideration transferred for the acquisition of the 6.43% stake in DCI 14 relates to a conversion villa, per the relevant agreement (see note 29.3).
During the year ended 31 December 2014, the Group disposed of its entire stake in Pasakoy and reduced its participation in DCI H50 from 100% to 50%, as follows:
Pasakoy Porto Heli Total
EUR'000 EUR'000 EUR'000
Deferred tax assets (see note 24) (1,162) - (1,162)
Non-current assets (955) - (955)
Trading properties (see note 17) (7,252) - (7,252)
Receivables and other assets (394) (3,943) (4,337)
Cash and cash equivalents (1) (1) (2)
Loans and borrowings 1,423 - 1,423
Trade and other payables 52 - 52
Net assets on which control was lost (8,289) (3,944) (12,233)
======== =========
Equity-accounted investees (see note 19) - 1,972 1,972
-------- ---------
Net assets disposed of (8,289) (1,972) (10,261)
-------- ---------
Proceeds on disposal 8,289 1,760 10,049
-------- ---------
Translation reserve 2,709 - 2,709
Gain/(loss) on disposal recognised in profit or loss 2,709 (212) 2,497
Cash effect on disposal:
-------- ---------
Proceeds on disposal 8,289 1,760 10,049
-------- ---------
Cash and cash equivalents (1) (1) (2)
-------- ---------
Net cash inflow on disposal 8,288 1,759 10,047
32. Non-CONTROLLING INTERESTs
The following table summarises the information relating to each of the Group's subsidiaries that has material non-controlling interests, before any intra-group eliminations.
31 December 2015 DCI Holdings Eleven Limited Pedro Gonzalez Holdings I Limited Iktinos DCI 14 SPV 10 SPV 2
(Pearl Island) (Pearl Island) (Sitia Bay) (Amanzoe) (Kea Resort) (Amanzoe)
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Non-controlling
interests percentage 40% 40% 22.18% 0%* 33.33% 31.68%
Non-current assets 1,040 91,508 21,160 82,494 21,012 248
Current assets 3,463 7,972 45 39,444 75 3,906
Non-current
liabilities (67) (2,432) (1,954) (137,688) (21,531) (75)
Current liabilities (5,564) (21,391) (334) (23,063) (294) (357)
Net
(liabilities)/assets (1,128) 75,657 18,917 (38,813) (738) 3,722
Carrying amount of
non-controlling
interests (451) 30,263 4,196 - (246) 1,179
Revenue 1,994 65 - 41,147 829 165
(Loss)/ profit (823) (463) (7,576) (8,156) 615 (7)
Other comprehensive - - - (5,057) - -
income
Total comprehensive
income (823) (463) (7,576) (13,212) 615 (7)
(Loss)/profit
allocated to
non-controlling
interests (329) (185) (1,680) (641) 205 (1)
Other comprehensive - - - (397) - -
income allocated to
non-controlling
interests
Cash flow (used
in)/from operating
activities (66) 3,248 (84) (43,122) (1,455) (4,247)
Cash flow from/(used
in) investing
activities 76 (3,393) 107 45,481 1,398 -
Cash flow from/(used
in) financing
activities - (121) - (2,331) - 4,253
Net
increase/(decrease)
in cash and cash
equivalents 10 (266) 23 28 (57) 6
31 December 2014
DCI Holdings Eleven Pedro Gonzalez Holdings
Limited I Limited Iktinos DCI 14 SPV 10
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Non-controlling interests
percentage 40% 40% 22.18% 7.86%* 33.33%
Non-current assets 989 78,012 30,217 97,528 19,713
========================= ========== =========
Current assets 2,220 6,750 100 38,437 230
========================= ========== =========
Non-current liabilities (47) (2,179) (3,517) (146,678) (20,232)
========================= ========== =========
Current liabilities (3,422) (14,318) (308) (17,244) (1,064)
Net (liabilities)/assets (260) 68,265 26,492 (27,957) (1,353)
Carrying amount of
non-controlling interests (104) 27,306 5,876 (2,197) (451)
Revenue 4,600 583 - 5,776 -
========================= ========== =========
Profit/(loss) 2,022 4,294 (1,415) (13,697) 6,207
========================= ========== =========
Other comprehensive income - - - 1,347 -
Total comprehensive income 2,022 4,294 (1,415) (12,350) 6,207
Profit/(loss) allocated to
non-controlling interests 809 1,718 (314) (1,597) 2,069
========================= ========== =========
Other comprehensive income - - - 106 -
allocated to
non-controlling interests
Cash flow from/(used in)
operating activities 5 5,078 24 (19,408) 401
========================= ========== =========
Cash flow (used in)/from
investing activities (36) (5,076) (25) 4,324 (429)
Cash flow (used in) from
financing activities - (45) - 20,185 (2)
Net (decrease)/increase in
cash and cash equivalents (31) (43) (1) 5,101 (30)
*As mentioned in note 31, the Group during 2014 increased its shareholding interest in DCI 14 by 6.43% to 92.14%, as a result the non-controlling interest decreased from 14.29% to 7.86% and during 2015 increased its shareholding interest to 100%, as a result the non-controlling interest decreased to 0%.
33. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group is exposed to credit risk, liquidity risk and market risk from its use of financial instruments. The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group's overall strategy remains unchanged from last year.
(i) Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the statement of financial position date. The Group has policies in place to ensure that sales are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. The Group's trade receivables are secured with the property sold. Cash balances are mainly held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the end of the reporting year was as follows:
Carrying amount
31 December 2015 31 December 2014
EUR'000 EUR'000
------------------------------------------ ---------------- ----------------
Trade and other receivables (see note 20) 15,196 20,295
---------------- ----------------
Cash and cash equivalents (see note 21) 41,948 30,952
---------------- ----------------
Total 57,144 51,247
---------------- ----------------
Trade and other receivables
Exposure to credit risk
The maximum exposure to credit risk for trade and other receivables at the end of the reporting year by geographic region was as follows:
Carrying amount
31 December 2015 31 December 2014
EUR'000 EUR'000
---------------- ----------------
South-East Europe 12,464 17,923
---------------- ----------------
Americas 2,732 2,372
---------------- ----------------
Total trade and other receivables 15,196 20,295
---------------- ----------------
Credit quality of trade and other receivables
The Group's trade and other receivables are unimpaired.
Cash and cash equivalents
Exposure to credit risk
The table below shows an analysis of the Group's bank deposits by the credit rating of the bank in which they are held:
31 December 2015 31 December 2014
No. of Banks EUR'000 No. of Banks EUR'000
---------------- ----------------
Bank group based on credit ratings by Moody's
---------------- ----------------
Rating Aaa to A 3 69 3 385
---------------- ----------------
Rating Baa to B 1 5 6 78
---------------- ----------------
Rating Caa to C 5 6,188 5 7,427
---------------- ----------------
Bank group based on credit ratings by Fitch's
---------------- ----------------
Rating AAA to A- 1 572 1 22,285
---------------- ----------------
Rating BBB to B- 4 35,114 4 777
---------------- ----------------
Total bank balances 41,948 30,952
---------------- ----------------
(ii) Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
The following tables present the contractual maturities of financial liabilities. The tables have been prepared on the basis of contractual undiscounted cash flows of financial liabilities, and on the basis of the earliest date on which the Group might be forced to pay.
Carrying Contractual Within One Three Over
amounts cash flows one year to two years to five years five years
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
31 December 2015
Loans and borrowings 223,680 (313,641) (44,900) (24,931) (220,034) (23,776)
Finance lease obligations 3,033 (4,461) (78) (50) (148) (4,185)
Land creditors 25,609 (25,609) (25,609) - - -
Trade and other payables 30,187 (30,187) (23,489) (455) - (6,243)
282,509 (373,898) (94,076) (25,436) (220,182) (34,204)
31 December 2014
Loans and borrowings 240,089 (332,197) (39,005) (48,540) (116,124) (128,528)
Finance lease obligations 8,095 (11,435) (529) (435) (1,304) (9,167)
Land creditors 24,989 (24,989) (24,989) - - -
Trade and other payables 55,204 (55,204) (33,811) (3,440) (368) (17,585)
328,377 (423,825) (98,334) (52,415) (117,796) (155,280)
(iii) Market risk
Market risk is the risk that changes in market prices, such as interest rates, equity prices and foreign exchange rates, will affect the Group's income or the value of its holdings of financial instruments.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Sensitivity analysis
An increase of 100 basis points in interest rates at 31 December would have decreased equity and profit or loss by EUR1,076 thousand (2014: EUR1,125 thousand). This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on the profit or loss and other equity.
Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the United States dollar. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
The Group's exposure to foreign currency risk for its use of financial instruments was as follows:
31 December 2015 31 December 2014
----------------------------- ------------------------------------------------
Euro USD GBP Euro USD TRY HRK GBP
'000 '000 '000 '000 '000 '000 '000 '000
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Trade and other receivables 12,467 2,973 - 15,467 1,915 1,885 14 -
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Cash and cash equivalents 36,988 2,462 2,008 10,103 25,132 153 924 -
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Loans and borrowings (142,395) (88,495) - (163,801) (92,621) - - -
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Finance lease obligations (3,004) (28) - (7,961) (163) - - -
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Land creditors (24,746) (938) - (24,217) (938) - - -
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Trade and other payables (24,255) (16,423) - (48,578) (10,009) (1,944) (7,309) -
--------------------------------- ---------- --------- ------ -------------- --------- -------- -------- -----
Net statement of financial
position exposure (144,945) (100,449) 2,008 (218,987) (76,684) 94 (6,371) -
The following exchange rates applied at the date of financial position:
Euro 1 equals to: 31 December 2015 31 December 2014
USD 1.09 1.21
TRY 3.18 2.83
---------------- ----------------
HRK 7.64 7.66
GBP 0.73 0.78
---------------- ----------------
Sensitivity analysis
A 10% strengthening of the euro against the following currencies at 31 December would affected the measurement of financial instruments denominated in a foreign currency and increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the euro against the relevant currency, there would be an equal and opposite impact on the profit and other equity.
Equity Profit or loss
2015 2014 2015 2014
EUR'000 EUR'000 EUR'000 EUR'000
USD 8,388 5,742 8,388 5,742
TRY - (3) - (3)
HRK - 77 - 77
GBP (249) - (249) -
Capital management
The Group manages its capital to ensure that it will be able to continue as a going concern while improving the return to shareholders. The Board of Directors is committed to implementing a package of measures that are expected to focus on the achievement of the Group's investment objectives, achieve cost efficiencies and strengthen its liquidity. Notably, these measures include the completion of certain Group asset divestment transactions, principally involving the Group's Non-Core Assets, as well as the conclusion of additional working capital facilities at the Group and/or Company level.
34. Commitments
As of 31 December 2015, the Group had a total of EUR3,229 thousand contractual capital commitments on property, plant and equipment (2014: EUR19,446 thousand).
Non-cancellable operating lease rentals are payable as follows:
31 December 31 December
2015 2014
EUR'000 EUR'000
------------ ------------
Less than one year 19 19
------------ ------------
Between two and five years 11 29
------------ ------------
Total 30 48
------------ ------------
35. Contingent liabilities
Companies of the Group are involved in pending litigations. Such litigations principally relate to day-to-day operations as a developer of second-home residences and largely derive from certain clients and suppliers. Based on the Group's legal advisers, the Investment Manager believes that there is sufficient defence against any claim and they do not expect that the Group will suffer any material loss. All provisions in relation to these matters which are considered necessary have been recorded in these consolidated financial statements.
If investment properties, trading properties and property, plant and equipment were sold at their fair market value, this would have given rise to a payable performance fee to the Investment Manager of approximately EUR21 million (2014: EUR63 million), subject always to the escrow and clawback provisions mentioned in note 29.2.
In addition to the tax liabilities that have already been provided for in the consolidated financial statements based on existing evidence, there is a possibility that additional tax liabilities may arise after the examination of the tax and other matters of the companies of the Group in the relevant tax jurisdictions.
The Group, under its normal course of business, guaranteed the development of properties in line with agreed specifications and time limits in favor of other parties.
36. SUBSEQUENT EVENTS
On 29 June 2016, Aristo concluded an agreement with the Bank of Cyprus for a debt-for-asset swap. This transaction resulted in the settlement of Aristo's total debt with Bank of Cyprus, currently comprising c. EUR283 million in exchange for certain Aristo assets (including most of its Venus Rock project) with a total book value of c. EUR382 million as at 31 December 2015. The impact of this transaction on Dolphin's share of Aristo NAV is a further reduction of c. EUR34 million to the 31 December 2015 reported NAV. Aristo will continue managing the Venus Rock Golf Course for a minimum of 6 months and will retain an earn-out interest in the project, subject to the terms and conditions agreed in the relevant restructuring agreement. In addition to reducing Aristo's overall debt by EUR283 million to an amount of c. EUR110 million, this agreement eliminates annual interest costs of at least EUR16 million.
There were no other material events after the reporting period, which have a bearing on the understanding of the consolidated financial statements as at 31 December 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR AKKDBPBKKAAN
(END) Dow Jones Newswires
June 30, 2016 02:01 ET (06:01 GMT)
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