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MSP - Mas Plc - Interim financial statements for the three

Release Date: 30/08/2010 09:00
Code(s): MSP
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MSP - Mas Plc - Interim financial statements for the three months ended 31 May 2010 MAS PLC Previously Mergon Property Holdings Limited (Incorporated in the Isle of Man) (Registration number 2893V) Share code: MSP ISIN: IM00B4LFGH00 MAS plc ("MAS plc" or "the Company") Interim Financial Statements For the three months ended 31 May 2010 Table of Contents Interim Financial Statements for the three months ended 31 May 2010 Page
Directors` and Investment Adviser`s Report 3 Statement of Directors` Responsibilities 4 Consolidated Statement of Comprehensive Income 5 Consolidated Statement of Financial Position 6 Consolidated Statement of Cash Flows 7 Consolidated Statement of Changes in Equity 8 Notes to the Financial Statements 9 to 19 Directors` and Investment Adviser`s Report The outlook for the European property market remains mixed, with signs of continued stress particularly relating to debt funding. This scenario is likely to persist for some time, and provides an ideal opportunity for acquisitions at strong yields, with buyers having significant negotiating power. Operationally, the first three months of the 2011 financial year have seen the business consolidate the properties acquired at the end of the previous year. With capital from the first fundraising utilised, the Company raised a further EUR10 million in April to continue growing the portfolio. The first three months have seen an accounting loss of EUR432,823, resulting from non-cash fair value adjustments of interest rate swaps. These swaps have allowed the Company to forecast its cash requirements over the period of the lease term of the portfolio with great accuracy, but mark-to-market accounting requirements result in non-cash fluctuations in income. The current movement in valuation results from the softened interest rate outlook for the euro region over the last few months. Management are confident of the prospects ahead for the Company and we believe the Company is well positioned to capitalise on these. Lukas Nakos Malcolm Levy Chief Executive Officer Director Registered Office: Registered Agent: 25 Athol Street Onyx Management Limited Douglas, IM1 1LB Isle of Man Directors Lukas Nakos Malcolm Levy Gideon Oosthuizen Ronald Spencer Jaco Jansen Secretary Helen Cullen Statement of Directors` responsibilities in respect of the Directors` report and the financial statements The directors are responsible for preparing the Directors` Report and the financial statements in accordance with applicable law and regulations. The directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards. The financial statements are required by law to give a true and fair view of the state of affairs of the Group and of the profit/loss of the Group for that period. In preparing these 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; - state whether applicable International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will not continue in business. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED 31 MAY 2010 Unaudited Audited
Three months Year Notes ended ended 31 May 28 February 2010 2010
Euro Euro Income Rent received 1 407,743 290,999 Expenses Investment adviser fees (47,515) (71,748) Operating expenses (188,357) (825,676) Audit and accounting fees (22,435) (52,251) Company administration expenses (10,459) (58,327) Company secretarial expenses (15,386) (81,079) Director`s fees (28,155) (111,276) General expenses (22,706) (38,145) Legal and professional expenses 2 (46,810) (183,228) Listing expenses 3 (37,479) (295,705) Sundry expenses (4,927) (5,663) Exchange differences 4 190,201 82,123 Fair value adjustments 6 (598,545) (2,114,785) Results from operating activities (236,473) (2,639,087) Net interest expense (196,350) (48,863) (Loss) before taxation (432,823) (2,687,950) Taxation - - Total comprehensive (loss) (432,823) (2,687,950) Earnings per share (cents per share) (2.8) (78.6) Weighted average number of outstanding shares 5 15,290,841 3,420,493 The Directors consider that all results derive from continuing activities. The notes on pages 9 to 19 form part of these consolidated interim financial statements. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2010 Unaudited Audited
31 May 28 February 2010 2010 Notes Euro Euro Non-current assets Investment Property 9 25,294,201 24,773,271 Current assets Trade and other receivables 780,330 122,499 Cash and cash equivalents 9,634,464 1,528,306 10,414,794 1,650,805 Current liabilities (amounts falling due within one year) Short term loans (68,647) (1,384,500) Trade and other payables (461,655) (429,010) (530,303) (1,813,510) Net current assets / (liabilities) 9,884,492 (162,705) Non Current Liabilities Long term loans 7 (17,574,683) (17,261,161) Financial instruments 8 (1,334,499) (726,197) Net Assets 16,269,511 6,623,208 Capital and reserves Share capital 5 19,388,947 9,309,821 Retained (loss) (3,119,436) (2,686,613) Shareholder equity 16,269,511 6,623,208 Net asset value (cents per share) 83.9 71.1 These financial statements were approved by the Board of Directors and signed on their behalf by: The Directors consider that all results derive from continuing activities. The notes on pages 9 to 19 form part of these consolidated interim financial statements. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED 31 MAY 2010 Unaudited Audited
Three months Year ended ended 31 May 28 February 2010 2010
Euro Euro OPERATING ACTIVITIES (Loss) before taxation (432,823) (2,687,950) Finance costs 196,350 48,863 Exchange differences (190,201) (82,123) Fair value adjustments 598,545 2,114,785 171,870 (606,425) Changes in net current financial position (1,941,039) 184,098 Net interest expense (196,350) (48,863) Cash generated from operating activities (1,965,518) (471,190) INVESTING ACTIVITIES Investment properties under construction - (24,020,327) Cash generated from investing activities - (24,020,327) FINANCING ACTIVITIES Issuance of share capital 10,079,126 9,309,721 Proceeds from loan Facilities - 16,606,688 Cash generated from financing activities 10,079,126 25,916,409 NET INCREASE IN CASH AND EQUIVALENTS 8,113,608 1,424,892 Cash and equivalents at the beginning of the period 1,528,307 21,291 Translation effect on revaluation of monetary assets and liabilities (7,451) 82,123 CASH AND EQUIVALENTS AT PERIOD END 9,634,464 1,528,307 The notes on pages 9 to 19 form part of these consolidated interim financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED 31 MAY 2010 31 May-10 31 May-10 31 May-10 Share Retained Capital Income Total
Euro Euro Euro Opening balance at 28 February 2009 100 1,337 1,437 Issue of shares 9,309,721 - 9,309,721 (Loss) for period to 28 February 2010 - (2,687,950) (2,687,950) Closing balance as at 28 February 2010 (Audited) 9,309,821 (2,686,613) 6,623,208 (Loss) for period to 31 May 2010 - (432,823) (432,823) Issue of shares 10,079,126 - 10,079,126 Closing balance as at 31 May 2010 (Unaudited) 19,388,947 (3,119,436) 16,269,512 The notes on pages 9 to 19 form part of these consolidated interim financial statements. Notes to the interim consolidated financial statements 1. Significant Accounting Policies MAS plc has prepared its financial statements in accordance with International Financial Reporting Standards ("IFRS"). IFRS comprise accounting standards issued by the International Accounting Standards Board ("IASB") and its predecessor body as well as interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") and its predecessor body. Basis of accounting The financial statements have been prepared under the historical cost convention, modified to include the revaluation of fixed asset investments, and in accordance with IFRS without exception. The Group applies the revised standard IAS 1 Presentation of Financial Statements (2007), which became effective as of 1 January 2009. As a result, the Group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the statement of comprehensive income. This presentation has been applied in these financial statements as of and for the three months ended 31 May 2010. Comparative information has been re-presented so that it also is in conformity with the revised standard. New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 28 February 2011, and have been applied in preparing these consolidated financial statements: New/Revised International Accounting Standards / International Financial Effective date Reporting Standards (IAS/IFRS) (accounting periods
commencing after) IAS 1 Presentation of Financial Statements (Revised 2009) 1 January 2010 IAS 7 Statement of Cash Flows (Revised 2009) 1 January 2010 IAS 24 Related Party Disclosures - Revised definition of related parties 1 January 2011 IAS 27 Consolidated and Separate Financial Statements - Amendment relating to cost of an investment on first-time adoption (Revised 2008) 1 July2009 IAS 32 Financial Instruments: Presentation - Amendments relating to classification 1 February 2010 of rights issues IAS 39 Financial Instruments: Recognition and Measurement - Amendments for 30 June 2009 embedded derivatives when reclassifying financial instruments IAS 39 Financial Instruments: Recognition and Measurement - Amendments for 1 July 2009 eligible hedged items IAS 39 Financial Instruments: Recognition and Measurement (Revised 2009) 1 January 2010 IFRS 8 Operating Segments (Revised 2009) 1 January 2010 IFRS 9 Financial Instruments 1 January 2013 IFRIC Interpretation IFRIC 9 Reassessment of Embedded Derivatives 30 June 2009 The directors do not expect the adoption of the other standards and interpretations to have a material impact on the Group`s financial statements in the period of initial application. Going concern The Group has financial resources in the form of realisable investments and adequate working capital. Accordingly, the directors continue to adopt the going concern basis. Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings for the period under review. The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated income statement from the date of acquisition or up to the date of disposal. Subsidiaries are those enterprises controlled by the Company. Control exists where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but to the extent that there is no evidence of impairment. Revenue recognition Revenue includes the rent received on real estate investments, including interest and dividends and is accounted for on an accruals basis. Investments Investment Property ("IAS40"): direct real estate investments are classified as Investment Properties and comprise both freehold and leasehold land and buildings and installed equipment held for the purpose of earning rental income and for capital appreciation. Investment property is treated as a long-term investment and is initially recognised at cost (including related transaction costs) and subsequently carried at fair value. Subsequent additions that produce future economic benefit to the Group are capitalised. Investment property under construction is valued at cost. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lives are expensed in the income statement. Independent valuations are obtained on an annual basis. The directors shall value the investment properties on an interim basis. Investment properties are classified as held for sale when the directors have approved the disposal of the properties. The valuation calculations are based on the aggregate of the net annual rents receivable and associated costs, using the discounted cash flow method. The discounted cash flow method takes projected cash flow and discounts it at a rate which is consistent with the comparable market transactions. Any gains or losses arising from changes in fair value are included in the net profit or loss for the year. The net gains or losses are transferred to a revaluation reserve and are not available for distribution. These fair value adjustments are excluded from the computation of distributable profit. Gains or losses arising from the disposal of investment properties, being the difference between the net disposal proceeds and the carrying value, are brought to account in the determination of the net profit for the year. Investments Considerable judgment is required in interpreting market data to determine the estimates of value; accordingly the estimates of value presented in the financial statements are not necessarily indicative of the amounts that the Group could realise in a market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values. Foreign currency Transactions in currencies other than Euro are recorded at the rate of exchange prevailing at the dates of the transactions. At each Statement of Financial Position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the Statement of Financial Position date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates at the Statement of Financial Position date. Other non-monetary assets and liabilities denominated in foreign currencies are translated at the initial drawdown rate. Gains and losses arising on translation are included in the net profit or loss for the period. Functional and Presentational Currency The financial statements are presented in Euro, which is the functional currency of the Group. Cash and Cash Equivalents Cash and cash equivalents consist of cash at bank. Other Assets Other assets consist of short term assets. The directors consider that the carrying value of the other assets approximates to their fair value. Borrowings Interest bearing bank loans are recorded at the proceeds received, net of direct issue costs. Borrowing costs are amortised over the term of the loan. Derivatives The Group has currency exposures related to its investments and may enter into portfolio level and investment specific foreign exchange contracts and other derivatives to hedge such exposures. Movements in the fair value of derivatives are accounted for in the statement of comprehensive income. The Group may also use interest rate derivatives to hedge interest rate exposure on the underlying debt of the property portfolio. Risk management Liquidity Risk - the risk that arises when the maturity of assets and liabilities do not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has internal procedures focused on ensuring the efficient but prudent use of cash and availability of working capital. The liquidity risk inherent in the Group is mainly as a result of the tenant risk in the property portfolio. Should a tenant default, liquidity risk may result in the inability of the Group to cover the interest payments. As a result adequate cash buffers are maintained, and tenant strength is reviewed on a continual basis. Market Price Risk - the risk that the market price of an investment or financial instrument will fluctuate due to changes in foreign exchange rates, market interest rates, market factors specific to the security or its issuer or factors generally affecting all investments. The risk to the Group relates to an imbalance between demand and supply for the relevant investments and financial instruments in the portfolio, which could potentially result in a disorderly market. This risk is mitigated through the use of a dedicated Investment Manager, MAS Property Advisors Limited, focussed on continual assessment of the portfolio and its movements in relation to the broader market. Foreign Exchange Risk - the Group holds both assets and liabilities denominated in currencies other than Euro, the functional and presentation currency. It is therefore exposed to currency risk, as the value of the assets denominated in other currencies will fluctuate due to changes in exchange rates. The Group`s policy is to hedge, on a case-by-case basis, all foreign exchange exposures and commitments. Interest Rate Risk - a significant part of the funding of the companies` portfolios derives from debt. Debt is managed on an active basis, hedging against adverse movements in interest rates. Note 8 details the hedging activities taken in the current year. At the 31 May 2010 the Group had the following currency exposures: Currency Risk Exposures GBP CHF ZAR Closing exchange rate 0.8338 1.4123 9.3796 MONETARY ITEMS Cash at Bank GBP CHF ZAR Foreign currency 9,080 388,542 231,435 Euro equivalent 10,890 275,113 24,674 Payables GBP CHF ZAR Foreign currency 3,399 - 1,452,830 Euro equivalent 4,076 - 154,893 Receivables GBP CHF ZAR Foreign currency 32,924 - - Euro equivalent 39,487 - - Long-term borrowings GBP CHF ZAR Foreign currency - 13,000,000 - Euro equivalent - 9,204,843 - Total monetary exposure Foreign currency 38,606 12,611,458 1,221,395 Euro equivalent 46,301 8,929,730 130,218 NON-MONETARY ITEMS Investment property GBP CHF ZAR Foreign currency - 21,600,000 - Euro equivalent - 15,294,201 - Taxation Taxation on the profit or loss for the year comprises current and deferred tax relating to operations in taxable jurisdictions. Income tax 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 in each taxable jurisdiction, using tax rates enacted or substantively enacted at the Statement of Financial Position date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the Statement of Financial Position liability method, based on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the Statement of Financial Position date. Distributable Income Distributable Income is the funds that have been generated by the business, as represented by the cash rental received, less interest expenses, operating expenses and taxation paid, that can be distributed to shareholders. 2. Legal and professional expenses Unaudited Audited
Three Months Year ended ended 31 May 2010 28 February 2010 Euro Euro
Legal Services - MAS Property Advisors Ltd 27,895 122,011 Independent taxation and professional advice 18,915 50,877 Due diligence costs and other - 10,340 46,810 183,228 3. Listing expenses Unaudited Audited Three Months Year ended ended 31 May 28 February
2010 2010 Euro Euro Corporate advisers 18,336 251,085 Transfer secretaries 5,284 5,380 JSE 5,265 5,078 Bourse de Luxembourg 4,350 20,760 Other 4,244 13,402 37,479 295,705
4. Exchange differences Exchange gains and losses arise from the revaluation of the monetary assets and liabilities and the fair valuation of non-monetary assets denominated in a foreign currency. Included in exchange differences is a profit of EUR520,930 arising from the fair valuation of the DPD property and a loss of EUR313,522 arising on the corresponding CHF denominated debt. 5. Share capital During the period under review, the Company issued EUR10,079,126 ordinary shares of no par value at EUR 1 each (period ended 28 February 2010: 9,309,821 shares of no par value at EUR 1 each). The current issued share capital of the Company is 19,388,947 ordinary shares of no par value at EUR 1 each. The Company does not have authorised share capital as it is registered under the Companies Act 2006 of the Isle of Man. Unaudited Three months ended 31 May 2010
Number Euro Share Capital 19,388,947 19,388,947 Audited Year ended
28 February 2010 Number Euro Share Capital 9,309,821 9,309,821 6. Fair value adjustments Fair value adjustments relate to: Unaudited Audited Three Months Year ended ended
31 May 2010 28 February 2010 Euro Euro DPD Property Fair value adjustment - DPD property - 137,308 Fair value adjustment - Credit Suisse interest rate swap (260,153) (276,667) (260,153) (139,359) Aldi Portfolio Fair value adjustment - Aldi portfolio - (1,525,896) Fair value adjustment - Sparkasse interest rate swap/cap (338,392) (449,530) (338,392) (1,975,426)
Total (598,545) (2,114,785) 7. Loans Save for the loans set out below, no other material loans, including the issue of debentures, have been made to MAS plc or the subsidiaries. Long-term loans comprise the following: a) Inventive Capital S.a.r.l. (a subsidiary) received a loan of EUR 8,369,840 on 1 December 2009 from Sparkasse Bank. This is a 20-year term floating rate loan at 95bps above Euribor. The Aldi Portfolio purchased by Inventive Capital S.a.r.l. is held as security against this loan. There are no conversion or redemption rights for this loan. Amortisation payments are expected to begin at the end of 2014. b) Petrusse Capital S.a.r.l. (a subsidiary) received a loan of CHF13,000,000 on 15 January 2009 from Credit Suisse. This is a 15-year term floating rate loan at 90bps above Swiss LIBOR. The DPD Property purchased by Petrusse Capital Sa.r.l. is held as security against this loan. There are no conversion or redemption rights for this loan. Amortisation repayments of CHF150,000 per quarter begin in June 2010 on this loan. Such amortisation payments are to be financed by the rentals received from the property. 8. Financial instruments The Group has hedged the interest rate exposure on the loans disclosed in Note 7. 75% of the Sparkasse Bank debt used to purchase the `Aldi portfolio` was hedged with Bayern LB via an interest rate swap at a fixed rate of 4.2%, and 25% fixed via an interest rate cap with a strike at 4.0%, on 20th October 2009. Both the hedge and the cap started on 1st December 2009, the completion date of the property. The mark-to-market valuation of this hedge was a negative (EUR 787,923) as at 31st May 2010. 70% of the Credit Suisse debt used to purchase the `DPD Property` was hedged directly with Credit Suisse via a forward-starting interest rate swap at 2.76% on 14th September 2009. The start date is 15th June 2010. The mark-to-market valuation of this hedge was a negative (EUR 546,576) as at 31st May 2010. Reconciliation of financial instruments Total DPD Aldi Year ended 28 February 2010 (Audited) Fair valuation of hedging instruments (726,197) (276,667) (449,530) Three months ended 31 May 2010 (Unaudited) Fair valuation of hedging instruments (598,546) (260,153) (338,393) Exchange difference (9,756) (9,756) - (1,334,499) (546,576) (787,923) 9. Investment property Reconciliation of Investment Properties Total DPD Property Aldi Portfolio Euro Euro Year ended 28 February 2010 Property purchase price 24,413,204 13,950,904 10,462,300 Capitalised expenses: Legal and professional costs 387,815 186,928 200,887 Notary and land registration taxes 475,682 10,663 465,019 Commissions 500,709 207,642 293,067 Transaction fees 243,760 139,137 104,623 Exchange difference 140,689 140,689 - Fair value adjustment (1,388,588) 137,308 (1,525,896) Net Book Value 28 February 2010 (Audited) 24,773,271 14,773,271 10,000,000 Three months ended 31 May 2010 Exchange difference 520,930 520,930 - Net Book Value 31 May 2010 (Unaudited) 25,294,201 15,294,201 10,000,000 Property details DPD Property Aldi Portfolio Location Zurich, Switzerland Various, Germany Currency CHF EUR Purchase price 20,535,431 10,462,300 Rent 1,304,000 732,108 Initial Purchase Yield 6.35% 7.00% Debt 13,000,000 8,369,840 Completion date 15-Jan-10 01-Dec-09 Both properties are included at directors` valuations, which are the same valuations as the third party external valuations in the audited year end accounts. The DPD Property was valued by Wuest and Partners at CHF 21.6 million and the Aldi portfolio by DTZ at EUR10 million at 28 February 2010. 10. Taxation The Group is ultimately resident in the Isle of Man for taxation purposes. The Isle of Man has a 0% rate of corporate income tax to which the Group is subject, therefore no taxation was payable for the period under review (2009: 0%). 11. Related party transactions During the period, the Group made the following payments to the Investment Adviser, MAS Property Advisors Limited: Management fees were paid of EUR47,515 EUR 27,895 was paid for the provision of legal services by the Investment Adviser. EUR 13,905 was paid to the Investment Adviser for the provision of a Financial Director, Malcolm Levy EUR 15,386 was paid to the Investment Adviser for the provision of a Group Secretary, Helen Cullen. 12. The following entities are all subsidiaries of MAS plc: Company Name Domicile MAS (BVI) Holdings Ltd British Virgin Islands MAS (IOM) Holdings Ltd Isle of Man European Property Holdings S.a.r.l. Luxembourg Petrusse Capital S.a.r.l. Luxembourg Inventive Capital S.a.r.l. Luxembourg 13. Comparative period The comparative period is from 01 March 2009 to 28 February 2010. 14. Beneficial Ownership The major beneficial owners of MAS plc are as follows: Mergon Foundation 37.11% BNF Investments (Pty) Limited 25.74% Amplain Limited 17.66% Mertech Investments (Pty) Limited 9.01% Mertech Services (Pty) Limited 6.48% 30 August 2010 Isle of Man Sponsor PSG Capital (Pty) Limited Date: 30/08/2010 09:00:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). 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