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NEW EUROPE PROPERTY INVESTMENTS PLC - Unaudited condensed consolidated financial results for the three months ended 31 March 2017

Release Date: 12/05/2017 07:59
Code(s): NEP     PDF:  
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Unaudited condensed consolidated financial results for the three months ended 31 March 2017

NEW EUROPE PROPERTY INVESTMENTS PLC
(Incorporated and registered in the Isle of Man with registered number 001211V)
(Registered as an external company with limited liability under the laws
of South Africa registration number 2009/000025/10)
JSE share code: NEP   BVB share code: NEP  
ISIN: IM00B23XCH02 
('NEPI', 'the Group' or 'the Company')

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE THREE MONTHS ENDED 31 MARCH 2017

DIRECTORS' COMMENTARY

HIGHLIGHTS

The Group achieved 12.02 euro cents in distributable earnings per share for the first three months of 2017. This is due
to NEPI's assets continued strong performance, combined with the positive impact of acquisitions and developments
completed during 2016.

MERGER OF NEPI AND ROCKCASTLE

During the first quarter of 2017, NEPI and Rockcastle Global Real Estate Company Limited (Rockcastle), a property
investment company established in Mauritius and listed on the JSE and the Stock Exchange of Mauritius (SEM), have
progressed with the proposed merger of their respective businesses into an entity newly-incorporated in the Isle of
Man, NEPI Rockcastle PLC (NewCo) which is expected to be implemented with reference to an effective share swap
ratio of 4.7 Rockcastle shares for one NEPI share (the Swap Ratio). NEPI expects to issue its circular to shareholders
regarding the merger, together with a prospectus for NewCo, by the end of May 2017. The circular would include
notice of a general meeting of NEPI shareholders regarding approval of the merger, which is to be scheduled for late
June 2017.

Rockcastle will follow the same timing in respect of the general meeting of its shareholders, with the result that, if
all conditions to the merger are fulfilled, it will be implemented during July 2017 and NewCo will pay the distribution
for the six month period ending 30 June 2017.

PIPELINE

NEPI continues to pursue investment opportunities in Central and Eastern Europe, consolidating its position in
existing markets, and planning to enter new markets.

RETAIL DEVELOPMENTS AND EXTENSIONS

During the period, the Group made progress with planning and permitting for several developments and extensions,
including those in Galati, Novi Sad and Ramnicu Valcea. Further to the receipt of certain approvals, Victoriei Office is
expected to receive permitting for the internal fit-out during the next quarter, enabling tenants to start operations in
the fourth quarter of 2017. Zoning and permitting for the Promenada Mall extension continue to experience delays.

Shopping City Galati extension (Romania)

The Group commenced construction of the 21,000m(2) Gross Leasable Area (GLA) extension to Shopping City
Galati, currently a 27,200m(2) GLA regional mall. The extension includes an eight-screen Cinema City, food court and
international fashion brands, such as Hervis, Jysk, Levi's, LC Waikiki, Orsay and Pepco. The extension is targeted to
be completed during the fourth quarter of 2017.

Promenada Novi Sad (Serbia)

The building permit for the first phase of a 56,000m(2) GLA mall, of approximately 47,000m(2) GLA, in Novi Sad,
Serbia's second largest city, has been obtained and construction is set to start in May 2017. NEPI targets completing
the development by the end of 2018. Tenant demand is strong and various international brands are considering
entering the scheme.

Ramnicu Valcea Mall (Romania)

Zoning was obtained, while permitting is underway, and construction on the 27,900m(2) GLA regional mall will begin
during the second quarter of 2017. Site preparation works have already commenced. The centre will include a Carrefour
hypermarket, Cinema City and numerous national and international brands, such as Hervis, Jysk, NewYorker, Orsay
and Textil Market. The centre is scheduled to open during the fourth quarter of 2017.

OTHER HIGHLIGHTS

Peek&Cloppenburg opened in NEPI's Shopping City Timisoara their first store in the city. Inditex opened their first
Bershka, Pull&Bear and Stradivarius stores outside Slovakia's capital city, in Aupark Kosice.

CASH MANAGEMENT AND DEBT

NEPI contracted a EUR100 million unsecured revolving facility from ING Bank. The Group also raised EUR72 million through
the issue of new ordinary shares in March 2017 and EUR56 million through the election to receive the dividend for the
second half of 2016 by way of a return of capital in April 2017.

As of 31 March 2017, the Group had EUR54 million in cash and undrawn facilities of EUR240 million. NEPI's gearing
ratio (interest bearing debt less cash divided by investment property and listed property shares) reached 23.2%,
compared to 26.8% at the end of 2016.

The average interest rate for the first quarter, including hedging costs, was 3.4%, down from 3.7% at 31 December
2016. As of 31 March 2017, fixed-coupon bonds represented 72.2% of outstanding debt, and out of the remaining
debt exposed to Euribor, 89% was hedged with interest rate caps and 11% with interest rate swaps.

PROSPECTS

The Group continues to be well positioned to operate and grow in its target markets, and the Board considers
that the pending merger with Rockcastle will further improve the Group's ability to perform in accordance with its
strategy.

By order of the Board of Directors,

Alexandru Morar                      Mirela Covasa
Chief Executive Officer              Chief Financial Officer

12 May 2017

All amounts in EURO'000 unless otherwise stated

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                                                            Unaudited       Audited      Unaudited
                                                                                          31 Mar 2017   31 Dec 2016    31 Mar 2016
ASSETS                             
Non-current assets                                                                          2 690 172     2 674 176      1 866 744
Investment property                                                                         2 560 936     2 546 772      1 774 558
  Investment property in use                                                                2 377 159     2 370 760      1 635 486
  Investment property under development                                                       183 777       176 012        139 072
Goodwill                                                                                       58 390        58 390         23 986
Investments in joint ventures                                                                  25 943        22 023         14 802
Long-term loans granted to joint ventures                                                      28 734        31 015         35 038
Other long-term assets                                                                         15 406        15 299         17 212
Financial assets at fair value through profit or loss                                             763           677          1 148
Current assets                                                                                115 144       107 538        380 794
Trade and other receivables                                                                    42 642        40 539         49 763
Financial investments at fair value through profit or loss                                     18 339        18 979         22 015
Cash and cash equivalents                                                                      54 163        48 020        309 016
Investment property held for sale                                                              13 339        15 525         23 605
Total assets                                                                                2 818 655     2 797 239      2 271 143

EQUITY AND LIABILITIES                             
Total equity attributable to equity holders                                                 1 917 450     1 814 552      1 503 330
Share capital                                                                                   3 283         3 215          3 027
Share premium                                                                               1 440 147     1 368 171      1 213 265
Share-based payment reserve                                                                     4 797         4 797          4 797
Currency translation reserve                                                                  (1 229)       (1 229)        (1 229)
Accumulated profit                                                                            470 452       439 598        284 517
Non-controlling interest                                                                            –             –        (1 047)
Total liabilities                                                                             901 205       982 687        767 813
Non-current liabilities                                                                       742 764       831 995        687 594
Bank loans                                                                                    163 647       260 593        183 737
Bonds                                                                                         395 216       394 819        393 048
Deferred tax liabilities                                                                      165 955       158 864         94 000
Other long-term liabilities                                                                    17 946        17 403         15 054
Financial liabilities at fair value through profit or loss                                          –           316          1 755
Current liabilities                                                                           158 441       150 692         80 219
Trade and other payables                                                                       65 362        71 536         66 978
Bank loans                                                                                     18 306        17 999         11 833
Bonds                                                                                          74 773        61 157          1 408
Total equity and liabilities                                                                2 818 655     2 797 239      2 271 143
                             
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                             
                                                                                            Unaudited        Audited     Unaudited
                                                                                          31 Mar 2017    31 Dec 2016   31 Mar 2016
Net rental and related income                                                                  45 059        145 532        29 773
  Revenues from rent and expense recoveries                                                    64 439        209 890        43 206
  Property operating expenses                                                                (19 380)       (64 358)      (13 433)
Administrative expenses                                                                       (1 964)        (8 186)       (1 825)
EBITDA                                                                                         43 095        137 346        27 948
Acquisition fees                                                                              (1 133)        (4 339)         (721)
Fair value adjustments of investment property                                                       –        143 163             –
Fair value (loss)/gain on financial investments                                   
  at fair value through profit or loss                                                          (640)          (369)           995                              
Dividends received from financial investments                                                       –            738           292
Net result on sale of financial investments                                                         –          (355) 
Foreign exchange gain/(loss)                                                                        5          (127)           111
Loss on disposal of investment property held for sale                                            (16)          (485)         (235)
Profit before net finance expense                                                              41 311        275 572        28 390
Net finance expense                                                                           (4 188)       (13 059)       (3 003)
  Finance income                                                                                  681          4 784         1 613
  Finance expense                                                                             (4 869)       (17 843)       (4 616)
Changes in fair value of financial instruments                                                    403            228         (740)
Share of profit of joint ventures                                                               1 154          6 383         (838)
Profit before tax                                                                              38 680        269 124        23 809
Income tax                                                                                    (7 826)       (36 472)       (4 427)
  Current tax expense                                                                           (735)        (1 664)          (79)
  Deferred tax expense                                                                        (7 091)       (34 808)       (4 348)
Profit after tax                                                                               30 854        232 652        19 382
Total comprehensive income for the year                                                        30 854        232 652        19 382
Non-controlling interest                                                                            –          2 316         2 676
Profit for the period attributable to equity holders                                           30 854        234 968        22 058
Weighted average number of shares in issue                                                323 095 335    309 760 628   298 977 923
Diluted weighted average number of shares in issue                                        323 102 335    309 778 913   299 002 923
Basic earnings per share (euro cents)                                                            9.55          75.85          7.38
Diluted earnings per share (euro cents)                                                          9.55          75.85          7.38
                             
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY  

                                                                                                       
                                                           Share-based      Currency                              Non-
                                 Share          Share          payment   translation         Accumulated   controlling       Total
                               capital        premium          reserve       reserve              profit      interest                                     
Balance at        
1 January 2016                   2 986      1 213 325            4 797       (1 229)             275 042         1 629   1 496 550
Transactions with owners           229        154 846                –             –            (70 412)           687      85 350
– Issue of shares                  229        154 800                –             –                   –             –     155 029
– Sale of shares issued under        –             46                –             –                   –             –          46
the Initial Share Scheme         
– Earnings distribution              –              –                –             –            (48 288)             –    (48 288)
- Acquisition of non-                –              –                –             –            (22 124)           687    (21 437)
controlling interest          
Total comprehensive income           –              –                –             –             234 968       (2 316)     232 652
– Profit for the period              –              –                –             –             234 968       (2 316)     232 652
Balance at         
31 December 2016                 3 215      1 368 171            4 797       (1 229)             439 598             –   1 814 552
Balance at          
1 January 2017                   3 215      1 368 171            4 797       (1 229)             439 598             –   1 814 552
Transactions with owners            68         71 976                –             –                   –             –      72 044
– Issue of shares                   68         71 976                –             –                   –             –      72 044
Total comprehensive income           –              –                –             –              30 854             –      30 854
– Profit for the period              –              –                –             –              30 854             –      30 854
Balance at          
31 March 2017                    3 283      1 440 147            4 797       (1 229)             470 452             –   1 917 450
  
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS       
                                                                                           Unaudited        Audited     Unaudited
                                                                                         31 Mar 2017    31 Dec 2016   31 Mar 2016
Profit after tax                                                                              30 854        232 652        19 382
Adjustments                                                                                   12 261       (93 262)         7 007
Interest and coupon paid                                                                    (16 116)       (10 164)       (2 961)
Changes in working capital                                                                   (4 188)         15 230         7 992
Cash flows from operating activities                                                          22 811        144 456        31 420
Proceeds from issue of shares                                                                 72 044        155 075          (19)
Earnings distribution                                                                              –       (48 288)      (12 583)
Net movements in bank loans and bonds                                                       (71 967)        134 890        20 558
Other payments                                                                                     –       (24 500)             –
Cash flows from financing activities                                                              77        217 177         7 956
Investments in acquisitions and developments                                                (16 745)      (621 262)      (36 242)
Net cash flow used in investments in financial assets                                              –       (18 961)      (20 728)
Cash flows used in investing activities                                                     (16 745)      (640 223)      (56 970)
Net increase/(decrease) in cash and cash equivalents                                           6 143      (278 590)      (17 594)
Cash and cash equivalents brought forward                                                     48 020        326 610       326 610
Cash and cash equivalents carried forward                                                     54 163         48 020       309 016

RECONCILIATION OF NET ASSET VALUE TO ADJUSTED NET ASSET VALUE
                                                                                     Unaudited          Audited         Unaudited
                                                                                   31 Mar 2017      31 Dec 2016       31 Mar 2016
Net Asset Value per the Statement of financial position                              1 917 450        1 814 552         1 503 330
Loans in respect of the Initial Share Scheme                                                18               18                64
Deferred tax liabilities for controlled subsidiaries                                   165 955          158 864            94 000
Goodwill                                                                              (58 390)         (58 390)          (23 986)
Deferred tax liabilities for joint ventures                                              5 963            5 952             4 154
Adjusted Net Asset Value                                                             2 030 996        1 920 996         1 577 562
Net Asset Value per share (euro)                                                          5.96             5.64              4.97
Adjusted Net Asset Value per share (euro)                                                 6.32             5.98              5.21
Number of shares for Net Asset Value per share                                     321 479 204      321 479 204       302 689 153
Number of shares for adjusted Net Asset Value per share                            321 486 204      321 486 204       302 714 153

LEASE EXPIRY PROFILE                     2017     2018    2019    2020    2021    2022    2023    2024     2025    =2026    Total
Total based on rental income             2.9%    10.4%   14.1%   17.0%   18.3%   12.2%    4.2%    3.9%     2.8%    14.2%     100%
Total based on rented area               1.4%     8.0%   14.1%   14.5%   16.3%   11.7%    6.0%    4.9%     4.8%    18.3%     100%

KEY PERFORMANCE INDICATORS
                                                                                            Unaudited       Audited     Unaudited
                                                                                          31 Mar 2017   31 Dec 2016   31 Mar 2016
Current liquidity ratio*                                                                         2.18          1.01          5.74
Gearing ratio**                                                                                 23.2%         26.8%         15.6%
Tenant receivable turnover (days)                                                                  29            30            30
Return on investment property***                                                                7.58%         6.14%         7.28%

*  Current liquidity ratio=(Current assets+Unused Revolving Facilities)/ Current liabilities
** Gearing ratio=(Loans and borrowings-Cash and cash equivalents)/(Investment property+Financial investments at fair value
   through profit or loss)
***Includes actual (not annualised) result for acquisitions and developments completed during the respective period

RECONCILIATION OF PROFIT FOR THE PERIOD TO DISTRIBUTABLE EARNINGS 
                                                                                         Unaudited       Audited      Unaudited
                                                                                       31 Mar 2017   31 Dec 2016    31 Mar 2016
            
Profit for the period attributable to equity holders                                        30 854       234 968         22 058
  Reverse indirect result                                                                    8 369     (108 683)          5 327
     Foreign exchange (gain)/loss                                                              (5)           127          (111)
     Acquisition fees                                                                        1 133         4 339            721
     Fair value adjustments of investment property                                                                                                         
       for controlled subsidiaries                                                               –     (143 163)              –
     Loss on disposal of investment property held for sale                                      16           485            235
     Fair value loss of financial investments                                                  640           369              –
     Net result on sale of financial investments                                                 –           355          (995)
     Dividends received from financial investments                                               –         (738)          (292)
     Fair value adjustment of financial assets and                                                                                               
       liabilities for controlled subsidiaries                                               (403)         (228)            740
     Deferred tax expense for controlled subsidiaries                                        7 091        34 808          4 348
     Adjustments related to joint ventures            
        Fair value adjustments of investment property for joint ventures                         –       (7 252)              –
        Fair value adjustment of financial assets                                                                                             
          and liabilities for joint ventures                                                 (178)           227            457
        Deferred tax expense for joint ventures                                                 11         2 034            235
        Foreign exchange loss/(gain) for joint ventures                                         64          (46)           (11)
  Company specific adjustments                                                               (325)         (558)        (1 239)
     Amortisation of financial assets                                                        (422)       (3 730)        (1 670)
     Realised foreign exchange loss for controlled subsidiaries                              (146)         (101)           (26)
     Realised foreign exchange (loss)/gain for joint ventures                                  (3)             7              3
     Accrued dividend for financial investments                                                246         1 202            394
     Accrued interest on share-based payments                                                    –             2              1
     Fair value adjustment of Investment property for                                                                                        
     non-controlling interest                                                                    –         2 514              –
     Deferred tax expense for non-controlling interest                                           –         (452)             59
  Antecedent dividend                                                                          556         5 469            341
Distributable earnings for the period                                                       39 454       131 196         26 487
Less: Distribution declared                                                                      –     (126 688)              –
     Antecedent dividend for equity issues prior to ex div date                                  –       (4 508)              –
  Interim distribution                                                                           –      (59 566)              –
  Final distribution                                                                             –      (71 630)              –
Earnings not distributed                                                                    39 454             –         26 487
Number of shares entitled to distribution                                              328 335 519   321 486 204    302 714 153
Distributable earnings per share for the period (euro cents)                                 12.02         40.50           8.75
Less: Distribution declared per share (euro cents)                                               –       (40.50)              –
  Interim distribution per share (euro cents)                                                    –       (18.68)              –
  Final distribution per share (euro cents)                                                      –       (21.82)              –
Earnings not distributed (euro cents)                                                        12.02             –           8.75
            
SEGMENTAL ANALYSIS  
                                                                     Retail     Office   Industrial     Corporate         Total
31 March 2017 (unaudited)                      
Revenues from rent and expense recoveries                            55 642      8 263          534             –        64 439
Profit before net finance expense                                    37 269      5 637          472       (2 067)        41 311
Total Assets                                                      2 367 195    388 298       16 411        46 751     2 818 655
Total Liabilities                                                   364 968     52 335        2 349       481 553       901 205
31 December 2016 (audited)                      
Revenues from rent and expense recoveries                           177 614     30 263        2 013             –       209 890
Profit before Net finance expense                                   249 753     27 167        1 023       (2 371)       275 572
Total Assets                                                      2 338 444    388 883       16 243        53 669     2 797 239
Total Liabilities                                                   369 027     49 105        2 519       562 036       982 687
31 March 2016 (unaudited)                      
Revenues from rent and expense recoveries                            35 475      7 226          505             –        43 206
Profit before Net finance expense                                    22 838      4 579          443           530        28 390
Total Assets                                                      1 570 301    379 650       17 407       303 785     2 271 143
Total Liabilities                                                   262 240    108 558        2 403       394 612       767 813

RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS            
                                                                                        Unaudited        Audited      Unaudited
                                                                                      31 Mar 2017    31 Dec 2016    31 Mar 2016
Profit for the period attributable to equity holders                                       30 854        234 968         22 058
Fair value adjustments of investment property                                                   –      (143 163)              –
Loss on disposal of investment property held for sale                                          16            485            235
Tax effects of adjustments for controlled subsidiaries                                          –         24 446              –
Fair value adjustments of investment property for joint ventures                                –        (7 252)              –
Tax effects of adjustments for joint ventures                                                   –          1 160              –
Headline earnings                                                                          30 870        110 644         22 293
Weighted average number of shares in issue                                            323 095 335    309 760 628    298 977 923
Diluted weighted average number of shares in issue                                    323 102 335    309 778 913    299 002 923
Headline earnings per share (euro cents)                                                     9.55          35.72           7.46
Diluted headline earnings per share (euro cents)                                             9.55          35.72           7.46

DEBT REPAYMENT PROFILE 
                                                                                                                                                      
                                          Type                 Secured/Unsecured   Ownership    Outstanding  Available for      
                                                                                                     amount       drawdown 
Aupark Kosice Mall & Tower                Term loan                      Secured        100%         98 092              –  
Aupark Zilina                             Term loan                      Secured        100%         54 514         10 000  
Aupark Piestany                           Term loan                      Secured        100%         19 404              –   
Ploiesti Shopping City (joint venture)    Term loan                      Secured         50%         14 965              –     
The Office, Cluj-Napoca (joint venture)   Term loan                      Secured         50%         20 506              –  
NE Property Cooperatief                   Fixed coupon bonds           Unsecured        100%        400 000              –  
NE Property Cooperatief                   Fixed coupon bonds           Unsecured        100%         75 000              – 
NE Property Cooperatief                   Revolving facility           Unsecured        100%              –        130 000   
NE Property Cooperatief                   Revolving facility           Unsecured        100%              –        100 000  
New Europe Property Investments plc       Revolving facility           Unsecured        100%         10 942              –   
Total                                                                                               693 423        240 000  

                                                                  2017      2018     2019     2020       2021         2022
                                                                                                                and beyond
Aupark Kosice Mall & Tower                                       4 145     5 526    5 526   82 895          –            –
Aupark Zilina                                                    1 459     2 013    2 083    2 156      2 231       44 572
Aupark Piestany                                                    297       396      396      396     17 919            –
Ploiesti Shopping City (joint venture)                             821     1 095    1 095    1 095      1 095        9 764
The Office, Cluj-Napoca (joint venture)                            950     1 320    1 320    1 320     15 596            –
NE Property Cooperatief                                              –         –        –        –    400 000            –
NE Property Cooperatief                                         75 000         –        –        –          –            –
NE Property Cooperatief                                              –         –        –        –          –            –
NE Property Cooperatief                                              –         –        –        –          –            –
New Europe Property Investments plc                             10 942         –        –        –          –            –
Total                                                           93 614    10 350   10 420   87 862    436 841       54 336

BASIS OF PREPARATION
These unaudited condensed consolidated financial results for the three months ended 31 March 2017 have been prepared in 
accordance with IAS 34 Interim Financial Reporting and the JSE Listings Requirements. The accounting policies which have
been applied are consistent with those used in the preparation of the financial statements for the year ended 31 December 2016. 
These unaudited condensed consolidated financial results have not been reviewed or reported on by the Group's external auditors.

For further information please contact: New Europe Property Investments Plc, Mirela Covasa: +40 21 232 1398
JSE sponsor: Java Capital: +27 11 722 3050 BVB advisor: SSIF Intercapital Invest SA, Razvan Pasol: +40 21 222 8731

www.nepinvest.com



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