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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
M&L Property | LSE:PHU | London | Ordinary Share | GB00B0YMRZ51 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMPHU Pactolus Hungarian Property Plc Final results to 31 December 2014 Pactolus Hungarian Property Plc presents its results for the year ended 31 December 2014. The original sphere of the Company's activity was that of acquiring, developing, selling and letting investment properties in Budapest, Hungary. However, at the Annual General Meeting held on 26 June 2014, this was expanded to include investing directly or indirectly (via equities, debt and derivatives) in a portfolio of assets or asset backed investment vehicles including real estate, infrastructure, closed and open ended funds. Key Highlights * The portfolio of properties was valued at EUR7.3m as at 31 December 2014 (2013:EUR7.3m); * Net asset value per share of 38p as at 31 December 2014 (2013: 41p), a decrease of 7 per cent, mainly due to exchange rate movements; * Annualised rent roll of EUR400,590 at 31 December 2014 (2013: EUR393,810) with a current annualised rent roll of EUR454,180; * Rental yield on cost as at 31 December 2014 was 7.4 per cent (2013: 7.5 per cent); * The quality of our leases has deteriorated with 83 per cent now expiring in under a year (2013: 73 per cent); and * The Group has continued to review costs throughout the year, reducing annual administration costs by 24 per cent to EUR177,140 for the year ended 31 December 2014 (2013: EUR232,641). Chairman's Statement In what has been a fairly static year for the Group in terms of property sales, the Group's reported net asset value at the period end was EUR5.1m, which equates to 38 pence per share (conversion rate of EUR1.2870 to Sterling). We continue to operate at a profit before financing activities, generating EUR80,243 this year compared to EUR20,862 last year. The Group continued reducing its costs and for this year reported EUR177,140 in administrative expenses, a reduction of 24 per cent compared to the EUR 232,641 incurred last year. The bank loan provided by Investec was recalled and replaced by funds made available from M&M Investment Company Plc (the parent company of the Asset Manager and majority shareholder of Pactolus Hungarian Property Plc) on 21 December 2014. Subsequently the Group now has repaid EUR869,214 of this new loan from M&M Investment Company Plc. The share price has moved up to 26p per share as at 31 December 2014 compared to 24p per share as at 31 December 2013. Our strategy for the forthcoming year remains to continue to cut costs and sell properties, using the proceeds to reduce unsecured debt. Once the debt has been cleared, the Company expects to re-invest the proceeds from the sales of its current property estate primarily into the shares of asset backed companies such as property companies or closed-end investment funds, approval of which was given at last year's Annual General Meeting. This year the Board will present for Shareholders approval, a proposal to change the Company's name from Pactolus Hungarian Property plc to M&L Property & Assets plc as it is not the long term intention of the Company to continue being so focused on Hungarian property assets. Our Annual General Meeting will be held at 10.00am on Thursday 25 June 2015 at the offices of Equiom (Isle of Man) Limited, Jubilee Buildings, Victoria Street, Douglas, Isle of Man, IM1 2SH. Shareholders who are unable to attend the Meeting are requested to complete and return the form of proxy which is enclosed with the Annual Report and Financial Statements so as to ensure that their votes are represented. B Miller Non-Executive Chairman 28 May 2015 Notes: Forex Rates: Euro to the Pound Sterling as at 31 December 2014 was EUR1.2870 (2013: EUR 1.2044); Forint to the Euro as at 31 December 2013 was 316.50Ft (2013: 296.6Ft). (Source: FactSet Research Inc.) Asset Manager's Report The Property Portfolio The Group's portfolio valuation has not significantly changed and remains at EUR7.3m as at 31 December 2014 (2013: EUR7.3m). The only valuation changes this year are with regard to the properties sold post year end and reported as current investment properties in the statement of financial position. These properties have been sold at an average net proceeds of 1.7 per cent above their 31 December 2013 book value. During the year to 31 December 2014, the Group made no further additions to the portfolio and the floor space remained at 4,783 square metres. As at 31 December 2014, there were no property sales completed. Lettings As at 31 December 2014, the Group had 18 out of 27 properties let for an average yield against cost of approximately 7.4 per cent (2013: 7.5 per cent). As at 28 May 2015, the Group had a fully let rental book of properties. Disposals The Group did not complete any property sales in 2014 (2013: One). However, since the year end the Group has completed the sale of 5 properties. These properties are being sold at an average price per square metre (after cost) of EUR1,438. Debt and Share Repurchase Programme On 21 December 2014 the Group repaid the entire secured bank debt due to Investec Bank Plc (Irish Branch). This repayment was funded by an unsecured loan advanced to the Company from M&M Investment Company Plc, the parent company of the Group's Asset Manager. As at 31 December 2014, the total amount due to M&M Investment Company Plc was EUR2.3m. Net debt to equity ratio has increased to 46 per cent from 44 per cent reported last year. The Company currently has authority to acquire up to 28.6 per cent (2,950,774 shares) of its current issued share capital (10,316,624 shares) and will be seeking shareholders' approval at the next annual general meeting to renew this authority. Dividend The Company has continued with its policy of not paying dividends. No dividend has been paid since 30 October 2009 and there are no plans to pay a dividend. Hungarian Economy The residential property market in Budapest has stabilised. The Hungarian economy is not expected to record any material growth in 2015. The Group's strategy for 2015 remains the same in that we intend to work to retain our tenants, sell units when we can achieve reasonable valuations, minimise costs and reduce debt. Midas Investment Management Limited 2nd Floor, Arthur House, Chorlton Street, Manchester, M1 3FH. Consolidated Statement of Comprehensive Income For the year ended 31 December Restated Notes 2014 2013 EUR EUR Continuing operations Rental income and related fees 4 493,473 564,195 Direct operating expenses (236,090) (310,692) Gross profit 257,383 253,503 Administrative expenses 5 (177,140) (232,641) Operating profit 5 80,243 20,862 Finance income 10 412 2,265 Finance costs 11 (115,896) (111,804) Profit on disposal of investment properties 17 - 9,978 Profit on sale of listed investments 16 967 - Net gain on revaluation of investment properties 17 26,458 - Unrealised loss on listed investments 16 (99) - Loss for the year from continuing operations (7,915) (78,699) Exceptional items 6 - (32,517) Loss before taxation (7,915) (111,216) Tax expense 12 (802) (741) Net loss attributable to equity shareholders (8,717) (111,957) Other comprehensive loss: Exchange differences on translating foreign operations (62,316) (190,044) Total comprehensive loss for the year (71,033) (302,001) Loss attributable to equity shareholders (8,717) (111,957) Total comprehensive loss attributable to equity (71,033) (302,001) shareholders Loss per Ordinary Share: Basic (0.1) Cent (1.1) Cents 13 13 (0.1) Cent (1.1) Cents Diluted Statements of Financial Position As at 31 December Group Parent Group Parent 2014 2014 2013 2013 Notes EUR EUR EUR EUR Non-Current Assets Property, plant & 15 24,360 - 32,480 - equipment Listed investments 16 904 904 - - Investment properties 17 5,355,611 - 6,944,319 - Property under 17 317,804 - 317,804 - development Investment in 18 - 81,955 - 81,955 subsidiaries 5,698,679 82,859 7,294,603 81,955 Current Assets Investment properties 17 1,615,166 - - - Loans to subsidiaries 19 - 14,926,622 - 12,997,751 Trade and other 20 61,775 44,771 98,588 51,963 receivables Cash and cash 233,906 2,803 175,479 5,626 equivalents 1,910,847 14,974,196 274,067 13,055,340 Total Assets 7,609,526 15,057,055 7,568,670 13,137,295 Current Liabilities Trade and other payables 21 257,187 54,997 835,312 642,378 Secured loan 22 - - 1,150,000 - Other loans 23 2,284,901 2,284,901 444,887 444,887 2,542,088 2,339,898 2,430,199 1,087,265 Net Assets 5,067,438 12,717,157 5,138,471 12,050,030 Equity Attributable to Owners of the Parent Share capital 24 150,226 150,226 150,226 150,226 Capital redemption 222,715 222,715 222,715 222,715 reserve Share premium 1,046,894 1,046,894 1,046,894 1,046,894 Merger reserve (109,193) (3,689,271) (109,193) (3,689,271) Translation reserve (1,578,518) - (1,516,202) - Retained earnings 5,335,314 14,986,593 5,344,031 14,319,466 Total Equity 5,067,438 12,717,157 5,138,471 12,050,030 The financial statements were approved and authorised for issue at a meeting of the Board of Directors held on 28 May 2015 and signed on its behalf by: Stephen Gray Barry Smith Director Director Group Statements of Changes in Equity Share Capital Share Merger Translation Retained capital redemption premium reserve reserve earnings Total EUR reserve EUR EUR EUR EUR EUR EUR Balance as at 150,226 222,715 1,046,894 (109,193) (1,516,202) 5,344,031 5,138,471 1 January 2014 Changes in equity for 2014 Loss for the year - - - - - (8,717) (8,717) Exchange differences on - - - - (62,316) - (62,316) translating foreign operations Balance as at 150,226 222,715 1,046,894 (109,193) (1,578,518) 5,335,314 5,067,438 31 December 2014 Share Capital Share Merger Translation Retained capital redemption premium reserve reserve earnings Total EUR reserve EUR EUR EUR EUR EUR EUR Balance as at 235,133 137,808 1,046,894 (109,195) (1,326,158) 7,143,758 7,128,240 1 January 2013 Changes in equity for 2013 Loss for the - - - - - (111,957) (111,957) year Purchase of own (84,907) 84,907 - - - (1,687,770) (1,687,770) share Subsidiary write - - - 2 - - 2 down Exchange differences on translating - - - - (190,044) - (190,044) foreign operations Balance as at 150,226 222,715 1,046,894 (109,193) (1,516,202) 5,344,031 5,138,471 31 December 2013 Company Statements of Changes in Equity Share Capital Share Merger Retained capital redemption premium reserve earnings Total EUR reserve EUR EUR EUR EUR EUR Balance as at 150,226 222,715 1,046,894 (3,689,271) 14,319,466 12,050,030 1 January 2014 Changes in equity for 2014 Profit for the year - - - - 667,127 667,127 Balance as at 150,226 222,715 1,046,894 (3,689,271) 14,986,593 12,717,157 31 December 2014 Share Capital Share Merger Retained capital redemption premium reserve earnings Total EUR reserve EUR EUR EUR EUR EUR Balance as at 235,133 137,808 1,046,894 (3,689,271) 15,465,269 13,195,833 1 January 2013 Changes in equity for 2013 Profit for the - - - - 541,966 541,966 year Purchase of own (84,907) 84,907 - - (1,687,769) (1,687,769) shares Balance as at 150,226 222,715 1,046,894 (3,689,271) 14,319,466 12,050,030 31 December 2013 Statements of Cash Flows For the year ended 31 December Group Parent Group Parent 2014 2014 2013 2013 Notes EUR EUR EUR EUR Cash flows from operating activities Net (loss)/profit (8,717) 667,127 (111,957) 541,966 Adjusted for: Profit on sale of investment 17 - - (9,978) - properties Unrealised gain on investment 17 (26,458) - - - Profit on sale of listed investment (868) (868) - - Depreciation 15 8,120 - 8,120 - Interest income 10 (412) (812,991) (2,265) (753,680) Bank loan interest expense 11 56,180 - 74,129 - Other loans interest expense 11 59,716 59,716 37,675 37,675 Foreign exchange (gains)/losses (28,825) (6,005) (4,345) 1,206 Income tax expense 12 802 - 741 - Decrease/(increase) in receivables 36,813 7,192 148,873 (48,633) Increase/(decrease) in payables 58,116 45,750 (130,574) 76,387 Cash generated from/(used in) operation 154,467 (40,079) 10,419 (145,079) Interest paid (57,950) - (74,282) (37) Income taxes paid (2,142) - (352) - Net cash generated from/(used in) 94,375 (40,079) (64,215) (145,116) operating activities Cash flows from investing activities Net receipts from sales of - - 152,509 - investment properties Purchase of listed investments 16 (9,513) (9,513) - - Proceeds of sale of listed 16 9,477 9,477 - - investments Purchases of furniture and fittings 15 - - (40,600) - Bank interest received 10 412 17 2,265 292 Net cash generated from/(used in) 376 (19) 114,174 292 investing activities Cash flows from financing activities Bank loan repayment (1,150,000) - (350,000) - Purchase of own shares - - (1,687,769) (1,687,769) Net loans to subsidiary - (1,115,897) - (115,727) undertakings Other loans received 1,147,167 1,147,167 444,887 444,887 Net cash (used in)/from financing (2,833) 31,270 (1,592,882) (1,358,609) activities Net (decrease)/increase in cash and cash 91,918 (8,828) (1,542,923) (1,503,433) equivalents Exchange movement on foreign subsidiaries (33,491) 6,005 (185,698) (1,206) Cash and cash equivalents as at 1 175,479 5,626 1,904,100 1,510,265 January Cash and cash equivalents as at 31 233,906 2,803 175,479 5,626 December Notes to the Financial Statements For the year ended 31 December 2014 Accounting policies 1. Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated and parent company financial statements are set out below. Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the Isle of Man Companies Acts 1931 to 2004. A separate income statement for the parent company has not been presented as permitted by the Isle of Man Companies Acts 1931 to 2004. The parent company generated profits of EUR667,127 (2013: EUR541,966). Consolidation The consolidated financial statements incorporate the financial statements of the Company and all of its Subsidiaries. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Presentational currency The Directors have adopted to use the Euro in presenting the financial statements due to the international exposure and stakeholders of the Company. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Deferred taxation Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs to its tax base, except for differences arising on: * the initial recognition of goodwill; * the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and * investment in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by end of the reporting period and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax balances are not discounted. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: * the same taxable group company; or * different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. Segmental reporting The Directors are of the opinion that the Group is engaged in a single segment of business, being primarily investment in properties and related services. The Group invests in properties situated in Budapest, Hungary. Adoption of standards effective in 2014 (a) New and amended standards adopted by the group. There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on 1 January 2014 that would be expected to have a material impact on the group. (b) New standards and interpretations not yet adopted. Effective Dates: Standards Accounting periods commencing after * IFRS 19 Financial Instruments 1 January 2015 * IFRS 15 Revenue from Contract with Customers 1 January 2015 The financial statements are prepared in accordance with International Financial Reporting Standards and Interpretations in force at the reporting date. The Group has not adopted any standards or interpretations in advance of the required implementation dates. It is not expected that adoption of standards or interpretations which have been issued by the International Accounting Standards Board but have not been adopted will have a material impact on the financial statements. Income Interest, fees and rental income are included in the financial statements on an accruals basis. Rental income is recognised on a straight line basis. Property sales are included in the financial statements on an unconditional exchange basis. The profit on disposal of investment properties is the difference between the sales proceeds and the carrying value of the assets at the date of disposal, less selling costs. Expenses All expenses are accounted for on an accruals basis. Issue and redemption costs All costs incurred in the placing and repurchase of the Company's shares are written off in full against the profit and loss reserve. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period. All differences are taken to the statement of comprehensive income. Group entities that have a functional currency different from the presentation currency are translated at the closing rate at the end of the reporting period for assets and liabilities. Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the closing rate at the end of the reporting period) and all resulting exchange differences are recognised as a separate component of equity. Investment properties Investment properties include completed properties which are held for their investment potential. Investment properties are carried at fair value. Fair value is based on active market prices. Gains and losses arising from changes in the fair value of investment property are included in the statement of comprehensive income for the period in which they arise. As permitted by IAS 40, investment properties have been valued by the Directors using judgements based on the current local property market. Properties under development are classified under non-current assets and are stated at the fair value less any impairment. Investment properties held for sale are actively marketed for sale and classified under current assets and are stated at the fair value less any impairment and selling costs. Impairment of assets At the end of each reporting period, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its estimated recoverable amount. Any impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately. Property, plant and equipment All furniture and equipment are stated at cost less impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Depreciation, based on a component approach, is calculated using the straight line method to allocate the cost over the assets estimated useful lives, as follows: Furniture and equipment - 5 - 10 years Asset residual values and useful lives are reviewed, and adjusted if appropriate at each financial year-end. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the Statement of Comprehensive Income. Investment in subsidiary companies The investments in subsidiary companies are included in the Statement of Financial Position at cost less any provisions for diminution in value. Loans to subsidiary companies The unsecured subordinated loan made to Midasz Property Kft. is repayable on demand and has been accounted for under Current Assets and is measured at cost. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. The amount of provisions is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The provision is recognised in associated profit or loss. Trade payables Trade payables are stated at their original invoice value. Interest-bearing borrowings Interest-bearing borrowings are stated at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments throughout the expected life of the financial liability. Borrowing costs All borrowing costs are recognised in the profit or loss amortised over the period of the loan. Critical judgment in applying the Group's accounting policies The Group prepares its consolidated financial statements in accordance with IFRS as adopted by the European Union, the application of which often requires judgements to be made by the board when formulating the Group's financial position and results. The key sources of estimation uncertainty of the Group are the fair value estimates of investment properties. Investment properties and properties under development represent a significant proportion of the Group's assets, being 96% (2013: 96%) of the Group's total assets. Therefore, the estimates and assumptions made to determine their fair value are critical to the measurement of the Group's financial position and performance. In determining the fair value of investment properties, the Group uses historical and current market data, and existing lease agreements to determine the fair value of each property. Financial instruments Financial instruments are classified and accounted for according to the substance of the contracted arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Prior year restatement The Group amended its disclosure of certain items of expenses to more accurately record these within their appropriate class. Agency fees and insurance costs directly relating to property are now classed under direct operating costs. The net impact of the restatement to the shareholder funds for both Group and Company is EURNil. 2. Material agreements (i) Midas Investment Management Limited ("MIM") was appointed the Group's Asset Manager on 17 March 2006. On 24 April 2013, the Asset Management Agreement was amended by a side letter to incorporate changes to the management fees. From that date MIM will charge: 1. A flat annual fee of EUR55,000 per annum plus VAT; 2. A quarterly fee on all property rented out of 12 per cent of the net rental income plus VAT; and 3. A commission on sales of up to 4 per cent plus VAT of sales proceeds. For the avoidance of doubt, MIM will only charge a fee on sales if it is involved in procuring the buyer and only if the commission charged by others when aggregated with MIM's commission does not exceed 5 per cent plus VAT. The Investment Management Agreement cannot be terminated, other than for cause by the Company on 12 month's prior notice. (ii) Equiom (Isle of Man) Limited (previously known as Equiom Trust Company Limited) was appointed as Administrator to the Company, pursuant to the Terms of a Letter of Engagement dated 21 December 2005. As part of its engagement, Equiom (Isle of Man) Limited ("Equiom") agrees, as required, for a number of its senior staff members to accept appointment as director of the Company. Equiom also agrees to arrange for a suitable person to be appointed as Company Secretary. 3. Operating segments The Group primarily operates in a single reporting segment under the classification of its properties held for investment. The entire Group's revenue and property assets are derived from and located in a single geographical location, Budapest, in Hungary. The loss for the year EUR8,717 (2013: EUR111,957) primarily derived from operations of managing the Group's investment properties. The Group's principal activity is to let or sell properties located in Central Budapest. The Group defines its major customers for disclosure purposes as any one customer that represents five per cent or more of the Group's annualised rent roll. Throughout the year, the Group invoiced four (2013: four) major customers for rental income totalling EUR200,700 (2013: EUR193,890), being 44 per cent (2013: 49 per cent) of the Group's current annualised rent roll. 4. Rental income and related fees Analysis of the Group's revenue is as follows: 2014 2013 EUR EUR Rental income from investment properties 493,473 564,195 493,473 564,195 5. Group operating profit is stated after charging/(crediting) Restated 2014 2013 Administrative expenses EUR EUR Directors' emoluments 14,100 17,025 Asset Manager's fees 66,000 113,717 Legal and professional fees 60,694 31,349 Administrator's costs 16,247 19,608 Auditor's remuneration 20,300 24,682 Administrative costs 13,992 14,481 Currency exchange gains (28,825) (4,345) Bank charges 6,512 8,004 Depreciation 8,120 8,120 177,140 232,641 The Group amended its disclosure of certain items of expenses to more accurately record these within their appropriate class. Agency fees and insurance costs directly relating to property are now classed under direct operating costs. The amounts relating to these expenses for the year amounted to EUR15,335 (2013: EUR16,580). The net impact of the restatement to the shareholder funds for both Group and Company is EURNil. The Asset Manager's fees calculated and payable for the year ended 31 December 2014 and the preceding period all relate to Midas Investment Management Limited. As at 31 December 2014 management fees and related interest due to Midas Investment Management Limited were EURNil (2013: EUR588,745). 6. Exceptional items 2014 2013 EUR EUR Tender and reorganisation costs - 32,517 7. Staff numbers and costs Excluding Directors, the Group employs no staff. 8. Auditor's remuneration 2014 2013 EUR EUR Fees payable to the Group's auditors 11,700 13,760 The audit of the Group's trading subsidiaries 8,600 10,922 Taxation services 500 1,000 9. Directors' emoluments 2014 2013 EUR EUR (i) Directors' fees: Total fees 2,000 2,400 The Directors' fees for all other directors, for both reporting periods, were paid to Equiom (Isle of Man) Limited in accordance with the Letter of Engagement referred to in Note 2. (ii) Remuneration of Directors: 2014 2013 EUR EUR Mr. C Bennett - 2,925 Mr. B Miller 12,100 11,700 10. Finance income 2014 2013 EUR EUR Bank and cash equivalents interest 412 2,265 11. Finance costs 2014 2013 EUR EUR Interest on bank loan 56,180 74,129 Interest on other borrowings 59,716 36,675 115,896 111,804 12. Tax expense 2014 2013 EUR EUR Current tax Income tax on foreign subsidiaries 802 741 The Company is subject to Isle of Man income tax at zero per cent (2013: zero per cent). The reasons for the difference between the actual tax charge for the year and the theoretical amount that would arise using the average tax rate applicable to profits of the consolidated group are as follows: 2014 2013 EUR EUR Loss before tax (7,915) (111,216) Foreign subsidiaries expected tax charge based (792) (11,121) on the applicable rate of 10% (2013: 10%) Local business tax in Hungary 802 741 Different tax rates applied on overseas (16,431) (54,197) jurisdictions Expenses that are not deductable for tax 14,587 76,151 Gains/(losses) not relievable 2,636 (10,833) Current income tax charge for the year 802 741 The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 12 Income Taxes) during the year are shown below. Amounts credited to the consolidated income statement are as follows: 2014 2013 EUR EUR Available losses in the UK 27,059 27,059 Deferred tax asset not recognised (27,059) (27,059) - - 13. Earnings per share The calculation of the earnings per share is based on the following: As at 31 December 2014 Loss for the year Ordinary Shares Per Share EUR Number EUR Basic and diluted loss per (8,717) 10,316,624 (0.001) share Adjusted earnings per share for the year ended 31 December 2014 Loss for the year Ordinary Shares Per Share EUR Number EUR Basic loss per share (8,717) 10,316,624 (0.001) Gain on listed investment (868) - (0.000) Net valuation gain (26,458) - (0.003) Adjusted loss per share (36,043) 10,316,624 (0.004) As at 31 December 2013 Loss for the year Ordinary Shares Per Share EUR Number? EUR Basic and diluted loss per (111,957) 11,207,261 (0.010) share Adjusted earnings per share for the year ended 31 December 2013 Loss for the year Ordinary Shares Per Share EUR Number? EUR Basic loss per share (111,957) 11,207,261 (0.010) Adjusted loss per share (111,957) 11,207,261 (0.010) Earnings per share: Retrospective adjustment (See note 23) 2012 Loss for the year Per Share EUR Ordinary Shares EUR Basic and diluted loss per (111,957) 16,147,582 (0.007) share Shares acquired post year (5,830,958) end (111,957) 10,316,624 (0.011) ? Weighted average number of Ordinary Shares in issue during the period. 14. Dividends 2014 2013 No. of Shares EUR No. of EUR Shares Dividend of EURNil (2013: EURNil) 10,316,624 - 10,316,624 - per share paid The Company has not paid a dividend to shareholders since 30 October 2009 and will not be paying any future dividends to shareholders until further reductions have been made to the debt outstanding. 15. Property, plant and equipment Furniture and equipment Group 2014 2013 EUR EUR Cost As at 1 January 40,600 545,874 Additions - 40,600 Impairment write off - (545,874) As at 31 December 40,600 40,600 Accumulated depreciation/impairment As at 1 January 8,120 545,874 Depreciation 8,120 8,120 Impairment write off - (545,874) As at 31 December 16,240 8,120 Opening net book value as at 1 January 32,480 - Closing net book value as at 31 December 24,360 32,480 As at 31 December 2013, the Directors recognised an impairment loss in furniture and equipment after their annual review and impairment tests. 16. Listed investments at fair value through profit and loss Group and Company 2014 2013 EUR EUR Purchase at cost 9,513 - Sales proceeds (9,477) - Realised profit on sale 967 - Unrealised loss on valuation (99) Closing fair value at 31 December 904 - 17. Investment properties Group Investment properties at 31 December 2014 were subjected to a management valuation review based on the active market indicative prices. Amounts recognised in the income statement: 2014 2013 EUR EUR Rental income 493,473 564,195 Direct operating expenses on properties that 236,090 310,692 generated rental income Reconciliation of carrying amounts: 2014 2013 EUR EUR Carrying value at the beginning of the year 7,262,123 7,404,654 Fair value changes 26,458 - Disposals - (142,531) Carrying value at the end of the year 7,288,581 7,262,123 Investment properties 5,355,611 6,944,319 Properties under development 317,804 317,804 Properties held for resale 1,615,166 - 7,288,581 7,262,123 Properties sold during the year 2014 2013 EUR EUR Gross proceeds from the sale of investment - 168,000 properties Less: carrying value and related sales costs - (158,022) Realised profit on disposal of property - 9,978 Of properties held for resale as current assets, 5 have been sold post year end. The remaining are actively marketed and expected to sell in 2015. 18. Investments in subsidiary companies The subsidiaries of the Company are stated below: Proportion of voting Country of rights & Subsidiary Principal registration shares activity held Midasz Property Kft. Property Hungary 100% investment Midasz Property Two Kft. Property Hungary 100% investment Pactolus Eastern European Property Limited Property UK 100% investment Pactolus (UK) Limited Property UK 100% investment Pactolus (IOM) Limited IOM 100% Dormant 2014 2013 Subsidiaries EUR EUR Pactolus Eastern European Property Limited 18,561 18,561 Pactolus (UK) Limited 1 1 Midasz Property Kft. 51,393 51,393 Midasz Property Two Kft. 12,000 12,000 81,955 81,955 All the above subsidiaries, with the exception of Midasz Property Two Kft., were acquired and accounted for under IFRS 3: Business Combinations. 19. Loans to subsidiaries Company Company 2014 2013 EUR EUR Midasz Property Kft. 14,786,291 12,857,420 Midasz Two Property Kft. 75,760 75,760 Pactolus Eastern European Property Limited 65,270 65,270 Pactolus (UK) Limited (699) (699) 14,926,622 12,997,751 These comprise of unsecured subordinated loans issued in support of property acquisitions. The loans provided by the parent company to Midasz Property Kft. are currently charged at interest of 6.25 per cent (2013: 6.25 per cent), and are repayable on demand, however it is not anticipated that the full balance will be recovered within 12 months of the balance sheet date. 20. Trade and other receivables Group Company Group Company 2014 2014 2013 2013 EUR EUR EUR EUR Rent and fees receivable 12,594 - 21,548 - Other receivables 39,969 39,969 65,046 39,969 Prepayments and accrued income 9,212 4,802 11,994 11,994 61,775 44,771 98,588 51,963 21. Trade and other payables Group Company Group Company 2014 2014 2013 2013 EUR EUR EUR EUR Trade payables and accruals 87,923 31,824 723,738 618,630 Rent received in advance 6,536 - 2,151 - Deposits held 138,259 - 81,269 - Taxation 1,296 - 2,636 - Interest payable and similar 23,173 23,173 25,518 23,748 charges 257,187 54,997 835,312 642,378 22. Secured loan Group Company Group Company 2014 2014 2013 2013 EUR EUR EUR EUR Variable interest rate loan - - 1,150,000 - Loan to value of portfolio - - 16% - During the current and preceding period, the Group operated a loan facility with Investec Bank Plc (Irish Branch). During the year this loan was repaid in full and the facility cancelled. 23. Other loans Group Company Group Company 2014 2014 2013 2013 EUR EUR EUR EUR Unsecured loans 2,284,901 2,284,901 444,887 444,887 2,284,901 2,284,901 444,887 444,887 During the year the Company was advanced funds repayable on demand from the parent and associated companies of Asset Manager, Midas Investment Management Limited. These advances are repayable on demand and attract interest at the rate of 4.8 per cent (2013: 6.25 per cent) above Euribor. 24. Share capital Authorised share capital Number 2014 Number 2013 of shares EUR of shares EUR Ordinary shares of 1p each 70,000,000 900,900 70,000,000 843,080 Ordinary shares of 1p each issued and fully paid Number 2014 Number 2013 of shares EUR of shares EUR Balance as at 1 January 10,316,624 150,226 16,147,582 235,133 Buy back and cancellation of - - (5,830,958) (84,907) shares As at 31 December 10,316,624 150,226 10,316,624 150,226 Each ordinary share carries the right to one vote in any circumstances and the right to dividends paid. At the last Annual General Meeting on 26 June 2014, shareholders approved the Board's proposal to authorise the Company to acquire up to 28.6 per cent of its issued share capital as at 26 June 2014. After the resolution was passed, the Company was authorised to acquire up to 2,950,774 of its issued ordinary shares. The Company did not utilise this facility during 2014. During the year to 31 December 2013, the Company acquired 5,830,958 of its issued Ordinary shares for a total cost of EUR1,687,769 as part of the ongoing share repurchase programme. The average price paid per ordinary share was 24 pence, exclusive of direct acquisition costs. Ordinary shareholders are entitled to vote at all general meetings. The currency rate used to convert the authorised share capital is EUR1.2870 (2013: EUR1.2044). 25. Net Asset Value per Ordinary Share 2014 2013 Net asset value as at 31 December EUR5,067,438 EUR5,138,471 Number of shares in issue as at 31 December 10,316,624 10,316,624 Net asset value per ordinary share EUR0.49 EUR0.50 Net asset value per share [Euro to Sterling exchange rate at the year-end EUR1.2870 (2013: EUR GBP0.38 GBP0.41 1.2044)] 26. Financial risk factors The Group and Company's activities throughout the current and previous year exposes it to a variety of financial risks: market risk (including currency risk and price risk), credit risk, liquidity risk, cash flow risk and interest rate risk. Risk management is carried out by the Board of Directors. The Board identifies and evaluates financial risks in close co-operation with the Group's operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest-rate risk, credit risk, use of financial instruments and investing excess liquidity. Fair value of financial instruments: 2014 2014 2013 2013 Carrying Fair Carrying Fair Value Value Value Value Group EUR EUR EUR EUR Financial assets Trade and other receivables 52,563 52,563 86,651 86,651 Cash and cash equivalents 233,906 233,906 175,479 175,479 Financial liabilities Other payables 257,187 257,187 835,312 835,312 Secured loan - - 1,150,000 1,150,000 Other loans 2,284,901 2,284,901 444,887 444,887 Company Financial assets Trade and other receivables 39,969 39,969 39,969 39,969 Loans to subsidiaries 14,926,622 14,926,622 12,997,751 12,997,751 Cash and cash equivalents 2,803 2,803 5,626 5,626 Financial liabilities Other payables 54,997 54,997 618,629 618,629 Other loans 2,284,901 2,284,901 444,887 444,887 It is the Directors' opinion that the Group and Company's carrying and fair value of its financial instruments are the same. Credit risk The Group places surplus cash with third parties and is therefore potentially at risk from the failure of any such third party of which it is a creditor. It is the Group's policy to place excess cash funds on a short-term basis only and spread the risk over a number of different providers. The Group's principal credit risk is that of cash and short-term deposits. The Board, in conjunction with the Asset Manager, has credit policies in place and this exposure is monitored on an ongoing basis. Within the Group's credit risk policies are measures to ensure that rental contracts are made with customers of an appropriate credit history in order to minimise the exposure to any outstanding debts from lessees. The Group and Company's maximum exposure to credit risk: Group Company Group Company 2014 2014 2013 2013 EUR EUR EUR EUR Financial assets Trade and other receivables 52,563 39,969 86,651 39,969 Cash and cash equivalents 233,906 2,803 175,479 5,626 Loans to subsidiaries - 14,926,622 - 12,997,751 286,469 14,969,394 262,130 13,043,346 The Group and Company hold no collateral as security against any of the above assets. An analysis of rent and fees receivable for the Group: 2014 Neither Past due not Carrying impaired nor 61-90 91-120 impaired amount past due Days Days over 120 Days EUR EUR EUR EUR EUR Rent and fees receivable 12,594 12,594 - - - 2013 Neither Past due not Carrying impaired nor 61-90 91-120 impaired amount past due Days Days over 120 Days EUR EUR EUR EUR EUR Rent and fees receivable 21,548 21,548 - - - There are no rent receivables in the accounts of the parent company. The Group allows an average receivables period of 30 days after invoice date. The receivables age analysis is also evaluated on a regular basis for potential doubtful debts. It is management's opinion that no provision for doubtful debts is required. The Company's principal credit risk is that of its loans advanced to subsidiaries. As at the year end the amounts due to/(from) the Company were as follows: 2014 2013 EUR EUR Midasz Property Kft. 14,786,291 12,857,420 Midasz Two Property Kft. 75,760 75,760 Pactolus Eastern European Property Limited 65,270 65,270 Pactolus (UK) Limited (699) (699) 14,926,622 12,997,751 These loans do not carry any security on the assets of the related subsidiary and are also evaluated on a regular basis for potential impairments. It is the Board's opinion that no impairment provision is required for the year ended 31 December 2014 (2013: EURNil). Market risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the UK Pound, the Hungarian Forint and the Euro. Foreign xchange risk arises from future commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations. Interest rate risk arises from the Group's borrowing exposure. Net interest income from cash and cash equivalents for the year totalled EUR412 (2013: EUR2,265). Net interest payments on borrowings for the year totalled EUR 115,896 (2013: EUR111,804). The Company's net interest income from cash and cash equivalents for the year totalled EUR17 (2013: EUR292). The Company does not have any long-term borrowing. Interest earned on loans to subsidiaries for the year was EUR812,974 (2013: EUR753,388). Based on current volatility for both interest and currency exchange rates, the Board determined that relevant risk factors should be taken into account when assessing the Group's exposure to the market risk. The sensitivity test below is based on the following: (a) Interest rate change of +0.5 per cent from the average rate of 1.2 per cent earned in 2014. The average rate is calculated as the weighted average effective interest rate.Rate on cash at bank balances represents average rate earned on cash balances; (b) Foreign exchange rate change of -7 per cent and +7 per cent from EUR 1.2870 to the Pound Sterling and 316.50 Forint to the Euro, being the rates as at 31 December 2014. The Company's loans to subsidiaries are transacted in Euros. The operating currency of the leading trading subsidiary is Forint and so this exposes the Company to foreign currency exchange risks. The Board is satisfied that no impairment is necessary as the major assets within the relevant subsidiary are valued in Euros. The tables below show the effect on profit and equity after tax if changes in interest rates as stated in (a) above with all other variables held constant, are used as a sensitivity test on the Group's market risk exposures. Group 2014 Financial Assets Financial Liabilities Total increase/ Cash & cash Rent & fees Trade Long term (decrease) equivalents receivable payables loans EUR EUR EUR EUR EUR Carrying amount - 233,906 12,594 257,187 2,284,901 Interest rate risk Profit (change of (11,326) 171 - - (11,497) +0.5%) Foreign exchange rate risk Equity (change of -7%) (21,926) (21,926) - - - Equity (change of +7%) 12,523 12,523 - - - Company 2014 Financial Assets Financial Liabilities Total increase/ Cash & cash Loans to Trade Long term (decrease) equivalents subsidiaries payables loan EUR EUR EUR EUR EUR Carrying amount - 2,803 14,926,622 54,997 2,284,901 Interest rate risk Profit (change of (11,497) - - - (11,497) +0.5%) Foreign exchange rate risk Equity (change of -7%) (492) (492) - - - Equity (change of +7%) 1,570 1,570 - - - Group 2013 Financial Assets Financial Liabilities Total increase/ Cash & cash Rent & fees Trade Long term (decrease) equivalents receivable payables loan EUR EUR EUR EUR EUR Carrying amount - 175,479 21,548 835,312 1,594,887 Interest rate risk Profit (change of (10,148) 944 - - (11,092) +0.5%) Foreign exchange rate risk Equity (change of -4%) 1,372 508 - 864 - Equity (change of +4%) 392 405 - (797) - Company 2013 Financial Assets Financial Liabilities Total increase/ Cash & cash Loans to Trade Long term (decrease) equivalents subsidiaries payables loan EUR EUR EUR EUR EUR Carrying amount - 5,626 12,997,751 642,378 444,887 Interest rate risk Profit (change of (3,738) - - - (3,738) +0.5%) Foreign exchange rate risk Equity (change of -4%) (263) (263) - - - Equity (change of +4%) 1,118 1,118 - - - Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities to finance the Group's operations. The average creditor payment period for the Group and Company is 60 days (2013: 60 days). Contractual maturity analysis for financial liabilities: Group 2014 Due Due within between Due between Due between 1 month 1 to 3 3 to 12 months 1 to 5 years months Total EUR EUR EUR EUR EUR Other payables 167,928 3,500 82,259 3,500 257,187 Other loans 2,284,901 - - - 2,284,901 2,452,829 3,500 82,259 3,500 2,542,088 Company 2014 Other payables 54,997 - - - 54,997 Other loans 2,284,901 - - - 2,284,901 2,339,898 - - - 2,339,898 Group 2013 Due Due between Due within between 3 to 12 Due between 1 month 1 to 3 months 1 to 5 years Months Total EUR EUR EUR EUR EUR Other payables 754,043 - 61,319 19,950 835,312 Secured loan - - 1,150,000 - 1,150,000 Other loans 444,887 - - - 444,887 1,198,930 - 1,211,319 19,950 2,430,199 Company 2013 Other payables 618,630 - 23,748 - 642,378 Other loans 444,887 - - - 444,887 1,063,517 - 23,748 - 1,087,265 27. Capital risk management The Group manages its capital to ensure that it will be able to continue as a going concern while maximising Shareholders' return. Consistently with others in the industry, the Group monitors capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net debt divided by adjusted capital. Net debt is calculated as total debt less cash and short term deposits. Adjusted capital comprises all components of equity. This gearing ratio at the year-end is as follows: 2014 2013 EUR EUR Debt 2,542,088 2,430,199 Cash and cash equivalents (233,906) (175,479) Net debt 2,308,182 2,254,720 Equity 5,067,438 5,138,471 Net debt to equity ratio 46% 44% The Group's Asset Manager reviews the debt structure on a quarterly basis in conjunction with the Board. The cost of capital and the associated risks are considered and appropriate measures are taken to manage the Group's exposure. 28. Leasing Leases with tenants The Group leases out investment properties for an average lease term of 0.9 years (2013: 1.2 years). There were no contingent rental incomes recognised in the year (2013: EURNil). The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows: 2014 2013 EUR EUR Less than one year 230,212 358,076 Between two and five years 82,770 132,678 312,982 490,754 The company has contracted guarantee rental payments as follows: 2014 2013 EUR EUR Less than one year 45,006 57,302 Between two and five years - 1,176 45,006 58,478 29. Commitments At the year end the Group had no capital commitments (2013: EURNil) in its portfolio of investment properties. The Company had no other capital commitments as at the year end. 30. Related parties The Group was charged fees by Equiom (Isle of Man) Limited of EUR16,247 (2013: EUR 19,608) in accordance with the Letter of Engagement referred to in Note 2 (ii). The amount outstanding as at 31 December 2014 is EUR4,880 (2013: EUR3,278). All of the Directors, apart from Brett Miller, are current staff of Equiom (Isle of Man) Limited. Asset and tenant management fees amounting to EUR66,000 (2013: EUR113,717), interest charges of EUR29,217 (2013: EUR31,829), re-organisational charges of EURNil (2013: GBP5,000), direct expenses recharges of EURNil (2013: EUR49,841) and commission income received on share buy back and listed investment transactions totalling EUR50 (2013: EUR3,025) were charged by Midas Investment Management Limited. Tenant management fees chargeable to the company amounting to EUR59,217 (2013: EURNil) was waived for the year by the Asset Manager but remains chargeable in respect of future periods. Midas Investment Management Limited is controlled by Mark Sheppard, who is also a Director of the Pactolus Group's United Kingdom subsidiaries. As at 31 December 2014 the amount outstanding to Midas Investment Management Limited was EURNil (2013: EUR588,745). During the year the Company was advanced unsecured funds repayable on demand from the parent and associated companies of the Asset Manager, Midas Investment Management Limited. These advances attract interest at the rate of 4.8 per cent above the 3 month Euribor (2013: 6.25 per cent) and are detailed below: There have been no significant events that require reporting since the reporting period date. 1. M&M Investment Company Plc, balance outstanding as at the reporting period date is EUR2,284,901 (2013:EUR257,050), interest charged and included in accruals amounts to EUR23,173 (2013:EUR616). 2. Midas Nominees Limited, balance outstanding as at the reporting period date is EURNil (2013:EUR156,758), interest charged for the period totalled EUR6,865 (2013:EUR4,799). 3. Gall & Eke Limited, balance outstanding as at the reporting period date is EURNil (2013:EUR36,889), interest charged and included in accruals amounts to EUR 461 (2013:EUR395). The Company also charges interest on its loan account with its subsidiaries. Interest charged during the year amounted to EUR812,974 (2013: EUR753,388) a rate of 6.25 per cent (2013: 6.25 per cent) per annum. The amount due from each subsidiary is detailed in note 19 of these financial statements. 31. Events after the reporting period There have been no significant events that require reporting since the reporting period date. 32. Domiciled Pactolus Hungarian Property Plc is registered and domiciled in the Isle of Man. 33. Ultimate control During the current and previous year, ultimate control of the Group does not lie with any identifiable individual. Copies of the Group Annual Report and Financial Statements are available at the Registered Office, Jubilee Buildings, Victoria Street, Douglas, Isle of Man, IM1 2SH and at the office of the Company's Asset Manager, Midas Investment Management Limited, 2nd Floor, Arthur House, Chorlton Street, Manchester, M1 3FH. 34. Financial Information The financial information set out above does not constitute the Group's statutory accounts for the year ended 31 December 2014. Audited statutory financial statements for 2014 will be delivered to the Isle of Man Companies Registry following the Group's Annual General Meeting. 35. Annual General Meeting Details of the Annual General Meeting will be issued under a separate notice. 36. Report and Accounts Pursuant to Rule 20 copies of the Audited Financial Statements for the year ended 31 December 2014 will be sent to shareholders in due course. Further copies will be available from the Company's website at www.pactolus.co.uk, at the Company's registered office at Jubilee Buildings, Victoria Street, Douglas, Isle of Man, IM1 2SH or at the offices of Midas Investment Management Ltd, 2nd Floor, Arthur House, Chorlton Street, Manchester, M1 3FH. Contacts & enquiries: Asset Manager Midas Investment Management Ltd Mark Sheppard Tel: 00 44 (0) 161 242 2895 Nominated Adviser: Cairn Financial Advisers LLP Liam Murray Tel: 00 44 (0) 20 7148 7900 END
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