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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Bulgarian Prop. | LSE:BPD | London | Ordinary Share | GB00B058TT05 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBPD RNS Number : 4200P Bulgarian Property DevelopmentsPLC 25 March 2009 FOR RELEASE 07.00 m 25 MARCH 2009 BULGARIAN PROPERTY DEVELOPMENTS PLC ("BPD", "the Company" or "the Group") AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2008 Key Points * Portfolio valued at GBP54.8 million as at 27 February 2009 * NAV per share 65.1p at 31 December 2008 * EUR6.0m sale of Trakia Retail Centre * Failure by Fairplay to complete EUR15 million purchase of BPD 50% stake in Varna Logistics * Special dividend of 19p per share (GBP21 million) paid 17 July 2008 Enquiries: Bulgarian Property Developments Ivo Hesmondhalgh (Joint Chief Executive) +44 (0) 20 7243 1336 Matrix Corporate Capital LLP (Nominated Adviser) Stephen Mischler+44 (0) 20 3206 7203 Cubitt Consulting Ltd James Verstringhe +44 (0) 20 7367 5100 Brian Coleman-Smith Background Note: BPD, which was incorporated in May 2004 and floated on AIM in January 2005, is an owner and developer of land for commercial use across Bulgaria, in particular for building distribution centres, retail centres and offices. BPD's portfolio currently includes properties in Sofia, Plovdiv, Vidin, Ruse, Burgas and Sandanski http://www.bpdplc.com Company No. 05118060 BULGARIAN PROPERTY DEVELOPMENTS PLC REPORT OF THE DIRECTORS AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2008 CONTENTS +----------------------------------------------------------+--------------------+ | | Page | +----------------------------------------------------------+--------------------+ | Company Information | 3 | +----------------------------------------------------------+--------------------+ | Chairman's Statement | 4 | +----------------------------------------------------------+--------------------+ | Report of the Directors | 6 | +----------------------------------------------------------+--------------------+ | Independent Auditors' Report | 9 | +----------------------------------------------------------+--------------------+ | Consolidated Income Statement | 11 | +----------------------------------------------------------+--------------------+ | Consolidated Statement of Changes in Equity | 12 | +----------------------------------------------------------+--------------------+ | Consolidated Balance Sheet | 13 | +----------------------------------------------------------+--------------------+ | Consolidated Cash Flow Statement | 14 | +----------------------------------------------------------+--------------------+ | Company Statement of Changes in Equity | 15 | +----------------------------------------------------------+--------------------+ | Company Balance Sheet | 16 | +----------------------------------------------------------+--------------------+ | Company Cash Flow Statement | 17 | +----------------------------------------------------------+--------------------+ | Notes to the Financial Statements | 18 | +----------------------------------------------------------+--------------------+ COMPANY INFORMATION for the year ended 31 December 2008 +---------------+----------------+ | | | +---------------+----------------+ | DIRECTORS: | C D L | | | Williams | | | (Non-Executive | | | Chairman) | +---------------+----------------+ | | I L G | | | Hesmondhalgh | | | (Executive | | | Director) | +---------------+----------------+ | | P A | | | Pashov | | | (Executive | | | Director) | +---------------+----------------+ | | K J | | | Springall | | | (Finance | | | Director) | +---------------+----------------+ | | J S | | | Mackay | | | (Non | | | Executive) | +---------------+----------------+ | | N K | | | Galchev | | | (Non | | | Executive) | +---------------+----------------+ | | R N | | | Galtcheva | | | (Alternate) | +---------------+----------------+ | | | +---------------+----------------+ | SECRETARY: | C R | | | Delacombe | +---------------+----------------+ | | | +---------------+----------------+ | REGISTERED | 443 | | OFFICE: | Stroude | | | Road | +---------------+----------------+ | | Virginia | | | Water | +---------------+----------------+ | | Surrey | | | GU25 4BU | +---------------+----------------+ | | | +---------------+----------------+ | REGISTERED | 05118060 | | NUMBER: | (England | | | and | | | Wales) | +---------------+----------------+ | | | +---------------+----------------+ | NOMINATED | Matrix | | ADVISER: | Corporate | | | Capital | | | LLP | +---------------+----------------+ | | One Vine | | | Street | +---------------+----------------+ | | London | | | W1J OAH | +---------------+----------------+ | | | +---------------+----------------+ | TAX | Smith & | | ADVISERS: | Williamson | | | Limited | +---------------+----------------+ | | 25 | | | Moorgate | +---------------+----------------+ | | London | | | EC2R 6AY | +---------------+----------------+ | | | +---------------+----------------+ | SOLICITORS: | Field | | | Fisher | | | Waterhouse | +---------------+----------------+ | | 35 Vine | | | Street | +---------------+----------------+ | | London | | | EC2N 2AA | +---------------+----------------+ | | | +---------------+----------------+ | BANKERS: | Clydesdale | | | Bank plc | +---------------+----------------+ | | 88 Wood | | | Street | +---------------+----------------+ | | London | | | EC2V 7QQ | +---------------+----------------+ | | | +---------------+----------------+ | REGISTRARS: | Neville | | | Registrars | | | Limited | +---------------+----------------+ | | Neville | | | House | +---------------+----------------+ | | 18 | | | Laurel | | | Lane | +---------------+----------------+ | | Halesowen | | | | +---------------+----------------+ | | West | | | Midlands | | | B63 3DA | +---------------+----------------+ | | | +---------------+----------------+ | AUDITORS: | Nexia | | | Smith & | | | Williamson | +---------------+----------------+ | | Registered | | | Auditors | +---------------+----------------+ | | 25 | | | Moorgate | +---------------+----------------+ | | London | | | EC2R 6AY | +---------------+----------------+ | | | +---------------+----------------+ | STOCKBROKERS: | Matrix | | | Corporate | | | Capital | | | LLP | +---------------+----------------+ | | One Vine | | | Street | +---------------+----------------+ | | London | | | W1J 0AH | +---------------+----------------+ CHAIRMAN'S STATEMENT for the year ended 31 December 2008 Windsorville now majority shareholder Before commenting upon the Group's results, I should say how saddened I am that our recommendation to shareholders to reject Windsorville's cash offer has largely been ignored. The cash offer of 16p per BPD share, valued the Company at just GBP17.3 million as compared with an adjusted net asset value of 56p per BPD share or GBP61 million (as per the defence document dated 3 March 2009), of which cash represented GBP11.6 million including GBP2.9 million held in escrow. We certainly live in unusual times. Windsorville is now not just the largest shareholder but owns a majority of the shares in the Company. I pointed out in my recent circular to shareholders the risk of remaining as a shareholder in a Company that may well be delisted and taken private. Given the risks associated with remaining a minority shareholder in an unquoted company, your Directors advised shareholders on 20 March 2009 to accept the Offer, as indeed they have done, or intend to, in respect of their own shareholdings amounting to 967,936 BPD shares, representing approximately 0.9% of the issued share capital of the Company. Windsorville has stated its intention to honour the existing employment rights of all employees of the Bulgarian Property Developments Group. Windsorville intends to seek the resignation or removal of all or the majority of the BPD directors and the appointment of such other persons as directors of Bulgarian Property Developments Plc ("BPD") as Windsorville considers appropriate. Group Results The results for the year ended 31 December 2008 show a loss after tax of GBP357,000 which is in line with expectations. This result includes increased rental income of GBP1.1 million (2007: GBP0.5 million) from the existing buildings at the Sofia Central Commercial Site and at Varna. Depreciation on the existing buildings has been charged in the year for the first time resulting in a GBP1.4 million charge to expenses. Offsetting this were realised exchange gains of GBP2.4 million from the conversion of Euros held back into Sterling in order to pay for the GBP21 million Special dividend. Sterling weakened from EUR1.36 as at 31 December 2007 to EUR1.02 as at 31 December 2008. Payment of Special dividend of GBP21 million Following the cancellation of the Company's share premium account and the Company having complied with its undertaking to the Court regarding creditor protection, BPD paid a dividend of 19p per share on 17 July 2008 to shareholders who were on the share register on 11 July 2008. Portfolio and Net Asset Value ("NAV") The portfolio was valued on 31 December 2008 by Colliers CRE at GBP66.2 million. However, as required under the Takeover Panel rules, BPD had its portfolio revalued by Colliers CRE as at 27 February 2009 and the valuation at that date was GBP54.8 million. The effect of this is that the NAV at 31 December 2008 was 65.1p per share. Full details of the portfolio are contained within the notes to the financial statements. CHAIRMAN'S STATEMENT (continued) for the year ended 31 December 2008 Sale and purchase of properties with FairPlay and subsequent legal dispute As shareholders will be aware, FairPlay Commercial EAD ("FPC") has failed to complete its purchase of our 50% stake in Varna Logistics at the agreed price of EUR15 million and has launched a court case either to have the contract declared void and recover the EUR3.9 million deposit that it paid or to have the contract price unilaterally reduced to EUR9.3 million. Full details of this dispute are set out in note 25 of the financial statements. Suffice it to say, we are vigorously resisting these actions and are hopeful of success. The Sofia Central Commercial Site This is the Group's most important asset and represents almost half of the value of the Group's portfolio. The Group has applied for permission to increase the permitted build area on the site from 130,000 square metres to in excess of 290,000 square metres. The rezoning process is substantially complete. The directors believe that permission should be granted for the increase in density by the end of 2009. The effect of such an increase in density would be that the value of the site would increase from the value ascribed to it by Colliers in December 2008 of GBP32.6 million to GBP62.4 million, the increase being equivalent to approximately 27.5p per BPD share (at year end exchange rate of GBP1: EUR1.026) or, using Colliers' February valuation, from GBP26.8 million to GBP47.9 million, an increase of GBP21.1 million or 19.5p per BPD share (at 27 February 2009 exchange rate of GBP1: EUR1.121). Sandanski Retail Centre OOD ("SRC") The Group has acquired the 50% of shares of SRC, which it did not own for a consideration of EUR900,000. Trakia Retail Centre OOD ("TRC") BPD purchased FairPlay International AD's 50% shareholding in TRC, which owned a site in the city of Plovdiv for EUR3 million (GBP2.9 million) and then sold the whole site for EUR6 million (GBP5.8 million) realising a gain of GBP0.7 million. Christian Williams Chairman 24 March 2009 REPORT OF THE DIRECTORS for the year ended 31 December 2008 The directors present their report with the financial statements of the Group for the year ended 31 December 2008. Principal activity The principal activity of the Group in the period under review was that of property development and property trading in Bulgaria. The development of the Group's business and future prospects are considered in the Chairman's statement on page 4. Results and dividends The audited financial statements for the year ended 31 December 2008 are set out on pages 11 to 54. The consolidated income statement showing the results for the period is set out on page 11. Bulgarian Property Developments Plc paid a dividend of 19p per share on 17 July 2008 to shareholders who were on the share register on 11 July 2008. Business review Review of the Group's development and performance The Chairman's Report on the preceding page 4 gives a comprehensive review and assessment of the Group's activities during the period and its position at 31 December 2008 and prospects for the forthcoming year. Business risk The Group's returns may be subject to the risks associated with the development of real estate projects. These risks include: risks relating to project financing, that a developer becomes unable to fulfil its obligations, that a suitable developer may not be available, that planning consents are delayed or not obtained, that the management services from Bulgarian Property Management Limited and the Group's management teams cease to continue, events affecting any Joint Venture partner or difficulties in identifying and securing attractive property investments in Bulgaria. Other risks identified by the Group include: geographical and political risks associated with Bulgaria, financial risks such as lack of available funds to meet the Group's needs, interest rate risk and currency risk (See note 1). The Group views effective risk management as integral to the day-to-day business decisions and encourages all its managers to assess risk on a continuous basis. Future development Since 5 March, Windsorville is the controlling shareholder of BPD. It is the current intention of the board of Windsorville that, now that the Offer becomes unconditional in all respects, will explore options to raise additional capital for BPD, which may be raised all or in part from Windsorville. The Group will develop and improve its existing property portfolio. Environment The Group is committed to effective environmental management, and regards regulatory compliance as a minimum standard. In the light of best practice in the property development industry, the Group will seek to set policies that match the Groups operations with the increasing need to manage environmental performance of existing and new developments; including energy and water consumption, waste management, water and air pollution, and contractor and tenant awareness. Key performance indicators (KPI's) The Group's success is principally measured in terms of the adjusted Net Asset Value per share. This is based upon the market value of the Group's property portfolio as valued by a third party valuer, Colliers, London. This allows the Group's management to monitor the growth in value created as projects are developed. The adjusted Net Asset Value is arrived at with reference to the Group's property assets as valued by Colliers, London, reflecting the actual percentages held by the Group. To this figure is added its non property assets minus its total liabilities. In calculating the adjusted Net Asset Value, no provision is made for tax that may arise on a sale at that value. Please refer to the Chairman's statement for details of the Group's performance in respect of this KPI. REPORT OF THE DIRECTORS (continued) for the year ended 31 December 2008 Directors The directors during the period were: C D L Williams I L G Hesmondhalgh P A Pashov K J Springall J S Mackay N K Galchev R N Galtcheva (alternate) Following Windsorville Investments Limited becoming the owner of the majority of the shares in the Company, it is expected that Mr. Richard McGuire and Mr. Marek Piwek will be appointed as directors of the Company and that all, or the majority, of the current board will step down. In accordance with the Company's articles of association, it is expected that both Mr. Richard McGuire and Mr. Marek Piwek will retire from office at the Annual General Meeting, being the first such meeting following their appointment and, being eligible, each will offer themselves for re-appointment. The interests of the directors holding office at 31 December 2008 in the issued share capital of the Company are as follows: +---------------------------------------------+----------------+----+----------------+ | | 31 December | | 31 December | | | 2008 | | 2007 | +---------------------------------------------+----------------+----+----------------+ | | Ordinary 25p | | Ordinary 25p | | | shares | | shares | +---------------------------------------------+----------------+----+----------------+ | | | | | +---------------------------------------------+----------------+----+----------------+ | C D L Williams | 125,000 | | 50,000 | +---------------------------------------------+----------------+----+----------------+ | I L G Hesmondhalgh | | 383,375 | | 200,001 | +---------------------------------------------+----------------+----+----------------+ | P A Pashov * | 212,001 | | 212,001 | +---------------------------------------------+----------------+----+----------------+ | K J Springall | - | | - | +---------------------------------------------+----------------+----+----------------+ | J S Mackay | 50,000 | | 50,000 | +---------------------------------------------+----------------+----+----------------+ | N K Galchev | - | | - | +---------------------------------------------+----------------+----+----------------+ | R N Galtcheva (alternate) | - | | - | +---------------------------------------------+----------------+----+----------------+ | Of the above, 88,423 are held by family trusts or by Mrs Hesmondhalgh. * Of the above, 12,000 are held in a family trust of which there are 4 trustees, one of whom is the wife of Mr Pashov. Related party transactions For details of related party transactions, including transactions with directors, please refer to note 24 of the financial statements. Statement of directors' responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and Group and of the profit or loss of the Company and Group for that period. In preparing those financial statements, the directors are required to: * select suitable accounting policies and then apply them consistently; * make judgments and estimates that are reasonable and prudent; * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business; and * state where applicable accounting standards have been followed, subject to any material departure disclosed and explained in the financials statements. The directors are responsible for ensuring that the directors' report and other information included in the annual report is prepared in accordance with law in the United Kingdom. They are also responsible for ensuring that the annual report includes information required by the AIM rules. REPORT OF THE DIRECTORS (continued) for the year ended 31 December 2008 The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the entity and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Corporate governance The directors are aware of the principles underlying the provisions of Section 1 of the Combined Code. The Company has an audit and remuneration committee and it will continue to implement requirements of the Combined Code as the Company develops. During the year, at the Board's request, KPMG Bulgaria resigned as auditors of Bulgarian Property Developments EOOD and Ernst & Young Audit OOD was appointed. Financial risk management Details of the Group's financial risk management objectives and policies and their exposure to risks associated with the use of financial instruments are disclosed in notes 1 and 21 to the financial statements. Directors' and officers' liability insurance The Company carries appropriate insurance cover in respect of possible legal action being taken against its directors and senior employees. Supplier payment policy The Company's normal policy, which is also applied by the Group, is to pay suppliers at the end of the month following that in which the supplier's invoice is dated. This policy is made known to all suppliers on request. The creditor days for the Company at 31 December 2008 were 21 days (31 December 2007: 68 days). Subsequent events For details of all subsequent events, please refer to note 25 to the financial statements. Charity The Group supports the Bulgarian charity One Life (Year to 31 December 2008: EUR10,000, Period to 31 December 2007: GBP5,000). One Life helps children suffering from life shortening and life threatening diseases in Bulgaria. The One Life Bulgaria charity is registered in Bulgaria in accordance with the Law for Charitable Organisations Act in Sofia City Court File number 13378/2004, BULSTAT 131359582. Disclosure of information to the auditors Each of the directors of the Company have confirmed that, in fulfilling their duties as a director, they have: * taken all necessary steps in order to make themselves aware of any information relevant to the audit and to establish that the auditors are aware of that information; and * so far as they are aware, there is no relevant audit information of which the auditors have not been made aware. Auditors A resolution to re-appoint the auditors, Nexia Smith & Williamson, will be proposed at the next Annual General Meeting. ON BEHALF OF THE BOARD: Keith Springall Director 24 March 2009 INDEPENDENT AUDITORS' REPORT To the shareholders of Bulgarian Property Developments Plc We have audited the Group and the parent company financial statements of Bulgarian Property Developments Plc for the year ended 31 December 2008, which comprise the Consolidated Income Statement, the Consolidated and Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and Company Statement of Changes in Equity and the related notes 1 to 27. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the Company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union applied in accordance with the provisions of the Companies Act 1985 are set out in the Statement of Directors' Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. The information given in the Directors' Report includes that specific information presented in the Chairman's Statement that is cross-referred from the Business Review section of the Directors' Report. We also report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if the information specified by law regarding Directors' remuneration and transactions with the Company is not disclosed. We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. This other information comprises only the Chairman's Statement and the Directors' Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's and Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. INDEPENDENT AUDITORS' REPORT (continued) To the shareholders of Bulgarian Property Developments Plc Opinion In our opinion: * the financial statements give a true and fair view, in accordance with IFRSs as
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