ORCO PROPERTY GROUP A public limited liability company … · 2019. 5. 30. · i ORCO PROPERTY...
Transcript of ORCO PROPERTY GROUP A public limited liability company … · 2019. 5. 30. · i ORCO PROPERTY...
i
ORCO PROPERTY GROUP
A public limited liability company (société anonyme)
organised under the laws of the Grand Duchy of Luxembourg (the "Company")
Admission to trading of 314,507,629 ordinary shares
This prospectus (the "Prospectus") provides information in relation to the admission to trading on the
regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") which
constitutes the regulated market for the purposes of Directive 2004/39/EC of the European Parliament and
of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments (the
"MiFID") of 314,507,629 ordinary shares (ISIN code LU0122624777) with an accounting par value of €
0.10 each, representing the entire share capital of the Company and issued by the Company under the
laws of the Grand Duchy of Luxembourg (the "Shares").
The Prospectus also provides information in relation to the admission to trading on the regulated market
of the NYSE Euronext Paris which constitutes the regulated market for the purposes of MiFID, of
200,000,000 shares (issued on 10 November 2014 and not yet admitted to trading on any regulated
market) out of the Company's entire share capital, since 114,507,629 shares have already been admitted
to trading on the regulated markets of NYSE Euronext Paris.
Application has been made for the shares, as detailed above, to be admitted to trading on the regulated
market of the Luxembourg Stock Exchange as well as on the regulated market of the NYSE Euronext
Paris (the "Admission to Trading").
Investing in the Shares involves certain risks. For more information see the "Risk Factors" section
of this Prospectus.
To determine the tax implications of investing in the Shares in light of each investor's circumstances,
particularly regarding dividends, capital gains and buy-backs, prospective investors are urged to consult
with their own tax advisors prior to making any investment decision.
This Prospectus constitutes a prospectus for the purposes of article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as
amended (the "Prospectus Directive") and the Luxembourg Law of 10 July 2005 on prospectuses for
ii
securities, as amended (loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières, telle que
modifiée) implementing the Prospectus Directive in Luxembourg (the "Prospectus Law") and has been
prepared in accordance with the Prospectus Law and Commission Regulation (EC) 809/2004 of 29 April
2004, as amended. The Commission de Surveillance du Secteur Financier (the "CSSF"), the Luxembourg
financial sector supervisory authority in its capacity as the competent authority in Luxembourg under the
Prospectus Law, has approved this Prospectus for the purposes of giving information with regard to the
Company and the Admission to Trading.
By approving this prospectus the CSSF assumes no responsibility as to the economic and financial
soundness of the transaction and the quality or solvency of the Company in line with the provisions of
article 7(7) of the Prospectus Law.
The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state of the
United States, and may not be offered or sold within the United States unless the Shares are
registered under the Securities Act or an exemption from the registration requirements of the
Securities Act is available.
For a description of any restrictions on transfers of the Shares, see "Transfer and Selling Restrictions"
section of this Prospectus.
Neither the Admission to Trading nor the approval of the document by the CSSF shall constitute a
warranty or representation by the CSSF or the Luxembourg Stock Exchange as to the adequacy of the
information contained in this Prospectus or the suitability of the Company for investment purposes.
In accordance with article 16 of the Prospectus Law, copies of this Prospectus will be available in printed
form, free of charge:
at the registered office of the Company:
Orco Property Group, 40 rue de la Vallée, L-2661 Luxembourg
Telephone number: 00 352 26 47 671
Email: [email protected]; and
at the registered office of the Share Agent (as defined in the "Glossary")
Caceis Corporate Trust, 14, rue Rouget de Lisle, 92130 Issy-Les-Moulineaux, France
Telephone number: 00 33 1 57 78 00 00
This Prospectus can also be viewed on the Luxembourg Stock Exchange's website (www.bourse.lu) and
the Company's website (www.orcogroup.com).
Date: 30 September 2015
iii
TABLE OF CONTENTS
Page
GLOSSARY ................................................................................................................................................................. v SUMMARY OF THE PROSPECTUS ....................................................................................................................... 1 RISK FACTORS ....................................................................................................................................................... 14 MARKET AND INDUSTRY DATA ........................................................................................................................ 28 RESPONSIBILITY STATEMENT ......................................................................................................................... 29 FORWARD-LOOKING STATEMENTS ............................................................................................................... 30 AVAILABILITY OF PROSPECTUS ...................................................................................................................... 32 DIVIDENDS AND DIVIDEND POLICY ................................................................................................................ 33 CAPITALIZATION AND INDEBTEDNESS ......................................................................................................... 34 CAPITAL RESOURCES .......................................................................................................................................... 36 SELECTED FINANCIAL INFORMATION AND OTHER DATA ..................................................................... 41 OPERATING AND FINANCIAL REVIEW .......................................................................................................... 44 INDUSTRY OVERVIEW AND MARKET DATA ................................................................................................ 70 BUSINESS .................................................................................................................................................................. 77 DOCUMENT INCORPORATED BY REFERENCE ............................................................................................ 99 MANAGEMENT AND BOARD OF DIRECTORS ............................................................................................. 100 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .................................................. 111 GENERAL INFORMATION ON THE COMPANY AND THE GROUP ........................................................ 116 DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND APPLICABLE REGULATIONS
................................................................................................................................................................................... 124 LISTING AND ADMISSION TO TRADING ...................................................................................................... 140 TAXATION .............................................................................................................................................................. 142 TRANSFER AND SELLING RESTRICTIONS .................................................................................................. 153 ENFORCEMENT OF CIVIL LIABILITIES ....................................................................................................... 154 INDEPENDENT AUDITORS ................................................................................................................................ 156 ANNEX 1 - INDEX TO FINANCIAL STATEMENT ...........................................................................................F- 1 ANNEX 2 – VALUATION REPORT ....................................................................................................................549
iv
THIS PROSPECTUS HAS BEEN PREPARED BY US SOLELY FOR THE PURPOSE OF THE
ADMISSION TO TRADING. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, ANY SHARES BY ANY PERSON IN ANY
JURISDICTION. THE DELIVERY OF THIS PROSPECTUS SHALL NOT UNDER ANY
CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR ITS SUBSIDIARIES OR THAT THE INFORMATION SET FORTH HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY, INCLUDING THE MERITS AND RISKS INVOLVED WITH
RESPECT TO AN INVESTMENT IN THE SHARES. NEITHER THE U.S. SECURITIES AND
EXCHANGE COMMISSION (the "SEC") NOR ANY STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE SHARES.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
OR TRUTHFULNESS, OR DETERMINED THE ADEQUACY, OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
We are not making any representation to any offeree or purchaser of Shares regarding the legality of an
investment in the Shares by such offeree or purchaser under the laws applicable to such offeree or
purchaser. Each investor should consult with its own advisors as to the legal, tax, business, financial and
related aspects of a purchase of the Shares.
The information contained in this Prospectus is accurate only as of the date of this Prospectus.
The distribution of this Prospectus is restricted by law in certain jurisdictions. No action has been or will
be taken in any jurisdiction by us or our Shareholders that would permit a public offering of the Shares or
possession or distribution of a prospectus in any jurisdiction where action for that purpose would be
required. This Prospectus may not be used for, or in connection with, and does not constitute an offer to,
or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation.
Persons into whose possession this Prospectus may come are required by us to inform themselves about
and to observe these restrictions. We do not accept any responsibility for any violation by any person,
whether or not such person is a prospective purchaser of Shares, of any of these restrictions. For further
information, see "Transfer and Selling Restrictions" section of this Prospectus.
This Prospectus has been prepared on the basis that all offers of Shares will be made pursuant to an
exemption under the Prospectus Directive, as implemented in member states of the European Economic
Area (the "EEA"), from the requirements to produce a prospectus for offers of securities. Accordingly,
any person making or intending to make an offer within the EEA of Shares which are the subject of this
Prospectus should only do so in circumstances in which no obligation arises for us, our affiliates or our
representatives to produce a prospectus for such offer. With respect to the Admission to Trading, this
Prospectus complies with the requirements of the Prospectus Directive. Copies of this Prospectus are
available for inspection at the registered office of the Company at 40, rue de la Vallée, L-2661,
Luxembourg, Grand Duchy of Luxembourg. This Prospectus will also be published on the websites of the
Company (www.orcogroup.com), and of the Luxembourg Stock Exchange (www.bourse.lu).
v
GLOSSARY
In this Prospectus, unless the context otherwise requires:
"1915 Law" refers to the Luxembourg law of 10 August 1915 on commercial companies, as
amended;
"2001 Law" refers to the Luxembourg law of 1 August 2001 on the circulation of securities, as
amended;
"2010 PD Amending Directive" means Directive 2010/73/EU amending Directives 2003/71/EC
on the prospectus to be published when securities are offered to the public or admitted to trading
and 2004/109/EC on the harmonisation of transparency requirements in relation to information
about issuers whose securities are admitted to trading on a regulated market;
"2011 Law" refers to the Luxembourg law of 24 May 2011 on the exercise of certain rights of
shareholders in general meetings of listed companies, as amended;
"ACIT" refers to an advance of CIT;
"Articles of Incorporation" refers to the articles of incorporation of the Company, as amended
from time to time;
"Audit Committee" refers to the audit committee of the Board of Directors;
"Board of Directors" refers to the board of directors (conseil d'administration) of the Company;
"CA" refers to Credit Agricole CIB;
"CEE" refers to Central and Eastern Europe;
"CEO" refers to Chief Executive Officer;
"CFO" refers to Chief Financial Officer;
"CIT" refers to the Luxembourg corporate income tax;
"Company" refers to Orco Property Group, a public limited liability company (société anonyme)
organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 40,
rue de la Vallée, L-2661, Luxembourg, Grand Duchy of Luxembourg, and registered with the
Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de
Luxembourg) under number B 0044996;
"Consolidated Annual Financial Statements" refers to the audited consolidated financial
statements of the Company and its subsidiaries as of and for each of the years ended
31 December 2014, 31 December 2013, and 31 December 2012;
"CPI" refers to the consumer price index;
"CPI PG" refers to CPI Property Group (formerly known as ORCO Germany S.A. and GSG
Group), in which the Group has a 4.82% shareholding;
"CSSF" refers to the Commission de Surveillance du Secteur Financier, the Luxembourg
securities regulator;
vi
"CZK" refers to Czech Koruna;
"D&O" refers to directors and officers;
"Director" refers to a member of the Board of Directors;
"EBITDA" refers to earnings before interest, tax, depreciation and amortization;
"Endurance Real Estate Fund" refers to Endurance Real Estate Fund, a Luxembourg law fonds
commun de placement - fonds d'investissement spécialisé subject to the amended Luxembourg
law of 13 February 2007 on specialised investment funds;
"EPRA" refers to the European Public Real Estate Association;
"EPRA Net Initial Yield" refers to the annualized rental income based on the cash rents passing
at the balance sheet date, less non-recoverable property operating expenses, divided by the gross
market value of the property (calculated by the Group's external appraiser);
"EPRA Vacancy Rate" refers to ERV of vacant space divided by ERV of the whole portfolio;
"Estimated rental value" or "ERV" refers to the estimated rental value at which space would be
let in the market conditions prevailing at the date of valuation (calculated by the Group's external
appraiser);
"EUR", "euro" and "€" refer to the single currency introduced at the start of the third stage of the
European Economic Monetary Union pursuant to the Treaty on the Functioning of the European
Union, as amended from time to time;
"Eurozone" refers to the region composed of members states of the European Union that at the
relevant time have adopted the euro;
"GDP" refers to gross domestic product;
"GE" refers to GECGE Kosik Investors S.à r.l.;
"GEFA" refers to Gross External Floor Area defined as the area of a dwelling measured
externally at each floor level;
"General Meeting of the Shareholders" refers to any ordinary or extraordinary shareholders'
meeting of the Company:
"Gross asset value" or "GAV" refers to the sum of fair value of all real estate assets held by the
Group on the basis of the consolidation scope and real estate financial investments (being shares
in real estate funds, loans to third parties active in real estate or shares in non-consolidated real
estate companies).
"Gross Lettable Area" or "GLA" refers to the floor space contained within each tenancy at each
floor level by measuring from the dominant portion of the outside faces of walls, to the center line
of internal common area/inter-tenancy walls.
"Gross Rental Income" refers to the rental income from let properties after taking into account
the net effects of straight-lining for lease incentives, including rent free periods. It includes
turnover-based rents, surrender premiums, car parking income and other possible rental income.
vii
"Group" refers to the Orco Property Group and its subsidiaries;
"HB Index" refers to the real estate price index announced by Hypoteční banka;
"HRK" refers to the Croatian Kuna;
"HUF" refers to the Hungarian Forint;
"IFRS" refers to the International Financial Reporting Standards;
"ILO" refers to the International Labor Organisation;
"Interim Financial Statements" refers to the unaudited condensed consolidated interim financial
statements of the Company and its subsidiaries as of and for the six-month period ended 30
June 2015;
"Like-for-Like" refers to all properties held in portfolio since the beginning of the period,
excluding those acquired, sold or included in the development program at any time during the
period;
"LITL" refers to the Luxembourg income tax law of 4 December 1967, as amended;
"Luxembourg" refers to the Grand Duchy of Luxembourg;
"Luxembourg Public Takeover Law" refers to the Luxembourg law dated May 19, 2006 on
public takeovers, as amended from time to time;
"Luxembourg Stock Exchange" refers to the regulated market of the stock exchange of
Luxembourg;
"Luxembourg Transparency Law" refers to the Luxembourg law dated 11 January 2008 on
transparency requirements in relation to information about issuers whose securities are admitted
to trading on a regulated market;
"Market Abuse Law" refers to the Luxembourg law of May 9, 2006 on market abuse, as
amended;
"Market Value" refers to the estimated amount determined by the Group's external appraiser in
accordance with the RICS Valuation Standards, for which a property should exchange on the date
of valuation between a willing buyer and a willing seller in an arm's-length transaction after
proper marketing;
"MBT" refers to the Luxembourg municipal business tax;
"MiFID" refers to Directive 2004/39/EC of the European Parliament and of the Council of 21
April 2004 on markets in financial instruments;
"Mémorial C" refers to the official gazette of the Grand Duchy of Luxembourg (Mémorial C,
Recueil des Sociétés et Associations);
"NAV" refers to net asset value;
"Net Lettable Area" or "NLA" (measured in SQM) refers to the floor space between the internal
finished surfaces of permanent internal walls and the internal finished surfaces of dominant
portions of the permanent outer building walls. It generally includes window frames and
viii
structural columns and excludes toilets, cupboards, plant/motor rooms and tea rooms where they
are provided as standard facilities in the building. It also excludes areas dedicated as public
spaces or thoroughfares such as foyers, atrium and building service areas;
"Net Rental Income" refers to the gross rental income less ground rents payable, service charge
expenses and other non-recoverable property operation expenses;
"New Notes" refer to the notes issued by the Company in October 2012 under ISIN Code
XS0820547742 in EUR 73.1 million initial denomination;
"NWT" refers to a net wealth tax (impôt sur la fortune);
"Occupancy Rate (SQM)" refers to the ratio of leased premises to leasable premises;
"p.p." refers to percentage point(s);
"Passing Rent" refers to the estimated annualised cash rental income being received as at the
reporting date, excluding the net effects of straight-lining for lease incentives;
"PLN" refers to the Polish Zloty;
"Prospectus Directive" refers to Directive 2003/71/EC on the prospectus to be published when
securities are offered to the public or admitted to trading (and any amendments thereto, including
the 2010 PD Amending Directive) and includes any relevant implementing measure in each
Relevant Member State;
"RCS" refers to the Luxembourg Trade and Companies Register;
"Relevant Implementation Date" refers to the date on which the Prospectus Directive was
implemented in that Relevant Member State;
"Relevant Member State" refers to each member state of the European Economic Area that has
implemented the Prospectus Directive;
"Reversion" refers to the estimated change in rent at review, based on today's market rents
expressed as a percentage of the contractual rents passing at the measurement date (but assuming
all current lease incentives have expired);
"Safeguard Plan" refers to, in relation to the French law insolvency type of proceedings
(Sauvegarde) that were opened in respect of the Company by a judgement of the Paris
Commercial Court on 25 March 2009 pursuant to the European Regulation n°1346/2000 and
articles L.620-1 et seq. of the French Commercial Code, the safeguard plan of the Company
approved by the Paris Commercial Court on 19 May 2010 which provided the Company with a
ten year payment schedule to repay its liabilities admitted under the safeguard plan.
Following the Company’s reorganisation that took place in 2014 and 2015, the Company
requested an amendment of the Safeguard Plan, aimed at the termination of the Safeguard Plan
linked with an early repayment of those liabilities admitted to the Safeguard Plan which became
due. On 19 June 2015, the Company filed a request with the Paris Commercial Court to modify
the Safeguard Plan and the Company's request was accepted by the Paris Commercial Court on
19 August 2015. The Paris Commercial Court's decision has not been opposed or appealed and
thus became final on 22 September 2015. As a result, within fifteen days as of the pronouncement
ix
of the judgement, the Company was obliged to pay to the Safeguard Plan administrator liabilities
that are subject to and due under the Safeguard Plan. Accordingly, on 28 August 2015 the
Company paid EUR 9,762,151.52 to the Safeguard Plan administrator. The Safeguard Plan
administrator will proceed with the distribution of the funds received from the Company on or
before 19 October 2015. Other liabilities that were admitted to the Safeguard Plan, but are
conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of
Warrants 2014 registered under ISIN code XS0290764728, provided that they were admitted to
the Safeguard Plan), will be paid according to their contractual terms. Moreover, following the
court's decision, the duration of the Safeguard Plan has been reduced to two months.
"Share Agent" refers to Caceis Corporate Trust;
"Shareholders" refers to the shareholders of the Company;
"Shareholders' Rights Law" refers to the Luxembourg law of May 24, 2011 on the exercise of
certain rights of shareholders in general meetings of listed companies and implementing Directive
2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of
certain rights of shareholders in listed companies;
"Shares" refers to the ordinary shares with an accounting par value of € 0.10 each issued by the
Company under the laws of the Grand Duchy of Luxembourg;
"SHH" refers to Suncani Hvar, a property in which the Group has a 31.61% shareholding;
"SPV" refers to special purpose vehicle;
"SQM" refers to square meter;
"Squeeze-out/Sell-out Law" refers to the Luxembourg law of 21 July 2012 on squeeze-out and
sell-out, as amended from time to time;
"STRM" refers to four development projects located in Prague and Central Bohemia which the
Group acquired in the third quarter of 2014;
"Transparency Directive" refers to Directive 2004/109/EC of the European Parliament and of
the Council of 15 December 2004, as amended;
"Transparency Law" refers to the Luxembourg law of 11 January 2008 relating to the
transparency requirements in relation to information about an issuer whose securities are admitted
to trading on a regulated market, as amended;
"U.S." refers to the United States of America;
"Vacancy" refers to the amount of all physically existing spaces empty at the end of the period;
"VAT" refers to the value added tax.
1
SUMMARY OF THE PROSPECTUS
Summaries are made up of disclosure requirements in accordance with the annexes of EC regulation
809/2004 as amended, referred to as "Elements". These Elements are numbered in Sections A - E (A.1 -
E.7). This summary contains all the Elements required to be included in a summary for this type of
securities and issuer. Since a number of points do not need to be addressed, there may be gaps in the
numbering sequence. Even though an Element may be required to be inserted in the summary because of
the type of securities and issuer, it is possible that no relevant information can be given regarding the
Element. In this case a brief description of the point with "not applicable" is included, accompanied by a
short explanation.
A. – Introduction and Warnings
A.1. Warnings. This summary should be understood as an introduction to the
prospectus. Any decision to invest in the securities should be based
on consideration of the prospectus as a whole by the investor.
Where a claim relating to the information contained in the
prospectus is brought before a court, the plaintiff investor might,
under the relevant national legislation of the individual member
states of the European Economic Area, have to bear the costs of
translating the prospectus before legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the summary
is misleading, inaccurate or inconsistent when read together with
the other parts of the prospectus or it does not provide, when read
together with the other parts of the prospectus, key information in
order to aid investors when considering whether to invest in such
securities.
A.2. Information
regarding the
subsequent use of
the prospectus.
Not applicable. Consent regarding the use of the prospectus for a
subsequent resale or placement of the securities has not been
granted.
B. – Issuer
B.1. Legal and
commercial name
of the issuer.
The legal name of the company is Orco Property Group.
B.2. Domicile and legal
form of the issuer,
legislation under
The company is a public limited liability company ("société
anonyme") incorporated under the laws of Luxembourg and
governed by the laws of the Grand duchy of Luxembourg and in
2
which the issuer
operates and
country of
incorporation.
particular the law of 10 August 1915 on commercial companies as
amended, having its registered office at 40 rue de la Vallée, L-2661
Luxembourg (the "Company").
B.3. Description of, and
key factors
relating to, the
nature of the
issuer's current
operations and its
principal activities,
main products sold
and/or services
performed and
identification of
the principal
markets in which
the issuer
competes.
The Company is a real estate investor and developer established in
Central and Eastern Europe since 1991, owning and managing
assets of approximately EUR 264 million as of 30 June 2015. The
Company has a strong local presence in its main markets, namely
Prague, Warsaw and Budapest.
The Group, as defined under B.5. below, focuses primarily on
development real estate business, in both residential and
commercial sectors. The Group also holds investment properties.
B.4a.
Most significant
recent trends
affecting the issuer
and the industries
in which it
operates.
The Group, as defined under B.5. below, is exposed to all of the
risks inherent in the business of owning, managing and using
commercial and residential real estate. Its performance may be
adversely affected by an oversupply or a downturn in the
commercial and residential real estate markets in general, or the
commercial and residential real estate markets in those cities in
which its properties are located. For example, rental income and
the market value for properties are generally affected by overall
conditions in the EU and national and local economy, such as
growth in gross domestic product (the "GDP"), inflation and
changes in interest rates. Changes in GDP may also impact
employment levels, which in turn may impact the demand for
premises generally.
B.5. Description of the
group and the
issuer's position
within the group.
The Company is the parent company of a group of subsidiaries
active in the real estate industry in Central and Eastern Europe. The
term "Group" refers to the Company and all of its subsidiaries.
The Group has participations in two listed entities, CPI Property
Group listed in Frankfurt (4.82% shareholding) and Suncani Hvar
listed in Zagreb (31.61% shareholding).
3
B.6. Persons who,
directly or
indirectly, have a
(notifiable) interest
in the issuer's
capital or voting
rights or have
control over the
issuer.
To the best of Company's knowledge, as of the date of this
prospectus, the following shareholders have a (notifiable) interest in
the Company's capital or voting rights (more than 5%):
Shareholders
Number of
shares
Stake/Vo
ting
rights
Aspley Ventures Limited (an entity
closely associated with Mr. Pavel
Spanko) 100,000,000 31.80%
Fetumar Development Limited (an
entity closely associated with Mr.
Jan Gerner) 100,000,000 31.80%
Gamala Limited (an entity closely
associated with Mr. Radovan Vitek) 35,177,765 11.19%
Others 79,329,864 25.21%
Total 314,507,629 100.00%
B.7. Selected historical
key financial
information.
Consolidated
income statement
data
Six months ended 30
June Year ended 31 December
2015
2014
2014
2013
(Restated)(1)
2012
(Restated)(2)
(in € thousands)
Revenue 7,330 16,805 75,176 66,877 244,708
Net gain / (loss)
from fair value
adjustments on
investment property (13,976) 469 2,073 (57,840) (7,086)
Other operating
income 108 244 445 873 9,473
Net result on
disposal of assets 73 9 29 192 1,399
Cost of goods sold (865) (6,452) (58,840) (36,591)
(141,071
)
Employee benefits (514) (15,332) (16,113) (10,451) (26,736)
Amortization,
impairments and
provisions 4,994 (9,974) 38,256 (138,421)
(50,598
)
4
Other operating
expenses (8,346) (8,839) (15,065) (18,673) (53,819)
Operating result (11,196) (24,008) 25,961 (194,034) (23,730)
Financial result (10,742) (36,535) (48,188) (57,287) 755
Share of profit or
loss of entities
accounted for
using the equity
method 3,004 (206) (493) (413) (12,948)
Loss before income
taxes (18,934) (60,749) (22,720) (251,733) (35,923)
Income taxes 1,520 (920) 299 (1,060) (9,558)
Loss from
continuing
operations (17,414) (61,669) (22,421) (252,793) (45,481)
Loss after tax from
discontinued
operations – (2,817) (2,722) (756) (1,466)
Net loss for the
period (17,414) (64,486) (25,143) (253,550) (46,948)
Total loss
attributable to non-
controlling interests (324) (1,466) (1,527) (26,523) (5,064)
Owners of the
Company (17,090) (63,020) (23,616) (227,027) (41,883)
__________________________ (1)
The 2013 figures were restated subsequent to the originally reported financial information
in the 2013 Consolidated Annual Financial Statements due to the Group's high level of
disposals and acquisitions, in order to present a more meaningful presentation of financial
information. (2)
The 2012 figures were restated subsequent to the originally reported financial information
in the audited consolidated financial statements of the Company and its subsidiaries as of
and for the year ended 31 December 2012 due to the adoption of IAS 19, relating to the
recognition and disclosure of actuarial gains and losses resulting from increases or
decreases in the present value of defined benefit obligations, as well as a change in the
consolidation method of accounting for joint ventures.
5
Consolidated balance sheet
data
As of 30
June As of 31 December
2015
2014
2013
(Restated)(1)
2012
(Restated)(2)
(in € thousands)
Non-current assets 349,556 344,630 890,573 1,048,079
Current assets 18,901 28,089 252,156 332,743
Total assets 377,281 374,114 1,171,845 1,387,557
Equity attributable to owners of
the Company
203,544 205,510 175,909 438,493
Non-controlling interests 189 506 87,208 3,797
Total equity 203,733 206,016 263,117 442,290
Non-current liabilities 120,020 138,795 491,269 601,795
Current liabilities 49,515 29,066 389,737 333,680
Total liabilities 173,548 168,098 908,728 945,267
Total equity and liabilities 377,281 374,114 1,171,845 1,387,557
________________ (1)
The 2013 figures were restated subsequent to the originally reported financial information
in the 2013 Consolidated Annual Financial Statements due to the Group's high level of
disposals and acquisitions, in order to present a more meaningful presentation of financial
information. (2)
The 2012 figures were restated subsequent to the originally reported financial information
in the audited consolidated financial statements of the Company and its subsidiaries as of
and for the year ended 31 December 2012 due to the adoption of IAS 19, relating to the
recognition and disclosure of actuarial gains and losses resulting from increases or
decreases in the present value of defined benefit obligations, as well as a change in the
consolidation method of accounting for joint ventures.
Consolidated statement of cash
flows data
Six months
ended 30 June Year ended 31 December
201
5 2014
2014
201
3 2012
(in € thousands)
Net cash from / (used in)
operating activities 308 (42,716) 34,534 24,702 142,318
Net cash from / (used in)
investing activities 275 (31,896) (112,652) 8,611 80,464
Net cash from / (used in)
financing activities (2,999) 3,215 (3,252) 32,516 (232,386)
Net increase / (decrease) in cash (2,416) (71,397) (81,370) 65,829 (9,604)
6
Cash and cash equivalents at the
beginning of the year 7,103 88,669 88,669 23,633 32,849
Cash and cash equivalents at the
beginning of the year of assets
reclassified to assets held for
sale(*)
(736) (8,671) - - -
Cash and cash equivalents at the
end of the period 3,951 8,572 7,103 88,669 23,633
* Data published only for the half-year periods in 2015 and 2014
Other key performance indicators
As of 30
June As of 31 December
2015
2014 2013 2012
(in € thousands, unless otherwise
indicated)
EPRA Net Asset Value 206,860 210,319 220,405 531,265
Loan–to-Value Ratio 39.8% 38.1% 58.7% 47.9%
In 2013, the Group faced a significant deterioration in its financial
condition, results of operations and liquidity. The Group recorded
EUR 252 million in provisions, impairments and valuation
adjustments, triggered by various reasons, including widely
negative macroeconomic conditions in the Group's operating
markets, and mainly resulting from the Group's failure on major
residential projects, difficulties to collect its long term receivables
and going concern uncertainties of some subsidiaries. The
impairment on the Zlota 44 residential project in Warsaw
represented alone almost one-half of that amount. As a result of
these significant difficulties, the Group also faced critical liquidity
risks (including potential guarantee calls from certain financing
banks), as discussed in the going concern note (note 2.1.1) to the
Company's consolidated financial statements as of and for the year
ended 31 December 2013. The Group's net loss for the period in
2013 amounted to EUR 253.6 million.
In 2014, in response to these negative developments, the Group
implemented major changes in its management and business
strategy and completed a significant financial and operational
restructuring. The deconsolidation of the Group's leveraged assets
in 2014 and the accompanying streamlining of the Group's
corporate structure resulted in significant savings in its financing
and administrative costs, and the Group's real estate portfolio has
7
become more efficient as a result. As a result of the Group's 2014
restructuring, the Group's total assets declined from EUR 1.2 billion
as of 31 December 2013 to EUR 374.1 million as of 31 December
2014. In addition, the Group's equity declined from EUR 263.1
million as of 31 December 2013 to EUR 206.0 million as of 31
December 2014. Net loss for the period in 2014 improved to EUR
25.1 million compared to the prior year period.
The deconsolidation of the Group's leveraged assets in 2014 also
resulted in an improvement in the Group's loan to value ratio, which
went from 58.7% at 31 December 2013 to 38.1% at 31 December
2014, following a decline in the Group's financial debts from EUR
656.6 million at 31 December 2013 to EUR 141.3 million at 31
December 2014.
The results of the first six months of 2015 have shown stabilization
after the reorganisation of the Group throughout 2014. In line with
this, the Group recorded lower net loss attributable to owners of the
Company in the amount of EUR 17.1 million compared to a loss of
EUR 63.0 million in the first six months of 2014. The Group's loan-
to-value ratio deteriorated slightly compared to 31 December 2014
from 38.1% to 39.8% at 30 June 2015. Total amount of financial
debts was EUR 149.6 million as at 30 June 2015.
B.8. Selected key pro-
forma financial
information.
Not applicable. The prospectus does not contain any pro-forma
financial information.
B.9. Profit forecasts or
estimates.
Not applicable. The prospectus does not contain any profit forecasts
or estimates.
B.10. Any qualifications
in the audit report
on the historical
financial
information.
Not applicable. There are no qualifications in the auditor's report on
historical financial information.
B.11. Explanation of
insufficiency of the
issuer's working
capital.
Not applicable.
The Company is of the opinion that it has sufficient working capital
in that it believes it has the ability to access cash and other available
liquid resources in order to meet its payment obligations falling due
within the 12-month period following the date of the prospectus.
8
C. – Securities
C.1. Type and class of
the securities being
offered and/or
admitted to
trading, including
any security
identification
number.
The securities being admitted to trading are ordinary shares of the
Company (the "Shares").
All Shares carry the same rights.
The ISIN code for the Shares is LU0122624777. The Common
Code for the Shares is 012262477.
C.2. Currency of the
securities issue.
Euro
C.3. Number and par
value of the shares
issued and fully
paid in, and issued
but not fully paid
in.
The issued share capital of the Company is € 31,450,762.90,
divided into 314,507,629 Shares. All of the Shares are fully paid.
The accounting par value is € 0.10 per Share.
C.4. Description of the
rights attached to
the securities.
Each Share shall be entitled to one vote at all general meetings of
the shareholders. There are no restrictions on voting rights. All the
Shares carry full dividend rights.
C.5. Restrictions on the
free transferability
of the securities.
Not applicable. There are no restrictions on the free transferability
of the Shares.
C.6. Admission to
trading on a
regulated market.
The Company has applied for the admission to trading of the Shares
on the regulated market of the Luxembourg Stock Exchange as well
as on the regulated market of the NYSE Euronext Paris (the
"Admission to Trading"). 114,507,629 Shares registered under
ISIN code LU0122624777 are already admitted to trading on the
regulated markets of the NYSE Euronext Paris and the Warsaw
Stock Exchange. The 200,000,000 Shares that were issued on 10
November 2014 have not yet been admitted to trading on any
regulated market. However, the Company will seek to have them
admitted to trading on the regulated market of the NYSE Euronext
Paris as soon as reasonably practicable, subject to legal and
regulatory requirements. With respect to the shares already
admitted to trading on the Warsaw Stock Exchange, the Company
intends to delist them from the Warsaw Stock Exchange, subject to
legal and regulatory requirements and final decision to commence
9
the process of delisting.
C.7. Description of
dividend policy.
Dividends are distributed by the shareholders at the general meeting
of the shareholders as proposed by the board of directors of the
Company by deduction from the distributable sums in accordance
with applicable legal stipulations.
D. – Risks
D.1. Key risks that are
specific to the
issuer or its
industry.
The key risks that are specific to the Company and the Group, their
business and the industry in which the Company and the Group
operate are the following:
General operating risks
During 2013, the Group recorded significant losses and has
since undergone substantial restructuring. The Group's
restructuring efforts could prove insufficient and the Group
could suffer losses in the future.
The Group is exposed to a variety of financial risks.
Changes in the general economic and cyclical parameters,
especially a continuation of the financial crisis, may
negatively influence the Group's business activity.
The Group faces a number of general risks related to the
real estate industry.
The Group will continue to depend on its ability to identify
profitable development and investment projects.
The Group's properties may be subject to increases in
operating and other expenses.
The Company is frequently a guarantor of loans granted by
various banks in different countries to the Company's
various subsidiaries.
The Group may be exposed to an oversupply in its key
markets.
The Group's property valuations may not reflect the real
10
value of its portfolio, and the valuation of its assets may
fluctuate from one period to the next.
Competition in the markets in which the Group operates is
high and may intensify in the future.
The Group is dependent on co-operative relations with its
employees.
Interruption or failure of the Group's information
technology systems could damage its reputation and its
business.
The Group may sustain losses from damages or risks not
covered by, or exceeding the coverage limits of, its
insurance policies.
The Group is exposed to risks relating to planning and
environmental regulation, and municipal pre-emption
rights.
Development business operating risks
Unexpected problems and unrecognised risks could arise in
the Group's development projects.
Changing residential trends or tax policies may adversely
affect sales of developments.
The Group may face problems in obtaining vacant
possession of its development projects.
The Group is exposed to risks inherent in investments in
development projects.
The Group may not obtain all required permits and
consents or in a timely manner or for the entire
contemplated area to be developed.
Certain of the Group's building permits are for a limited
period of time and failure to complete the project prior to
such expiry would require the Group to refile.
11
The Group is exposed to the risk of illiquidity of real estate
investments.
Delays and other problems in the sale of real estate
investments may cause higher costs or a later realization of
revenues.
Investment business operating risks
The Group may not be able to successfully recover
operating, maintenance costs and capex costs from its
tenants.
The Group is subject to pressure on rental yields.
The Group is exposed to letting risks.
The Group is subject to risks relating to its office rental
business.
The Group is exposed to index risks.
D.3. Key risks that are
specific to the
securities.
The key risks that are specific to the Shares are the following:
The Company's ability to pay dividends depends on a
variety of factors including having sufficient distributable
profits and the receipt of sufficient funds from its
subsidiaries.
Future capital measures could lead to substantial dilution.
Future offerings of debt or equity securities may adversely
affect the market price of the Shares.
A suspension of trading in the Shares could adversely affect
the share price.
Exchange rate fluctuations could adversely affect the value
of the Shares and any dividends paid on the Shares for an
investor whose principal currency is not the euro.
12
E. – Offer
E.1. Total net proceeds
and estimated total
expenses of the
issue.
The Company estimates the total expenses of the Admission to
Trading to be € 120,000.
E.2a Reasons for the
offer, use of
proceeds,
estimated net
amount of the
proceeds.
Not applicable as no offer of the Shares to the public is being made.
The Company seeks to admit on the Luxembourg Stock Exchange
the Shares that are already issued and partially admitted to trading
on the regulated markets of the NYSE Euronext Paris and the
Warsaw Stock Exchange. The Company also intends to admit its
shares to trading on the regulated market of the NYSE Euronext
Paris.
The reasons for the Admission to Trading include, inter alia, the
fact that the Company, established and registered in the Grand-
Duchy of Luxembourg would like to have its presence supported by
the listing of its Shares on the regulated market of the Luxembourg
Stock Exchange. The Company intends to have the Luxembourg
Stock Exchange as its main market in the future.
E.3. Description of the
terms and
conditions of the
offer.
Not applicable as no offer of the Shares to the public is being made.
Admission to and
Commencement of
Trading.
Application has been made for the Shares to be admitted to trading
on the regulated market of the Luxembourg Stock Exchange.
Trading of the Shares on the regulated market of the Luxembourg
Stock Exchange is anticipated to commence on or about 2
October 2015. The Company also intends to admit its shares to
trading on the regulated market of the NYSE Euronext Paris.
E.4. Description of any
interest that is
material to the
issue including
conflicting
interests.
Not applicable as the Company is not aware of any interests
material to the issue which are held by persons involved in the
issue.
E.5. Person or entity
offering to sell the
Not applicable as no offer of the Shares to the public is being made.
13
security.
Lock-up
agreements.
Not applicable as no offer of the Shares to the public is being made.
E.6. Amount and
percentage of
immediate dilution
resulting from the
offer. In case of a
subscription offer
to the existing
holders, the
amount and
percentage of
immediate dilution
if they do not
subscribe to the
new offer.
Not applicable as no offer of the Shares to the public is being made.
E.7. Estimate of
expenses charged
to the investor by
the issuer or the
offeror.
Not applicable as no offer of the Shares to the public is being
made and therefore no expenses are charged to investors by the
Company.
14
RISK FACTORS
An investment in the Shares involves a high degree of financial risk. You should carefully consider all
information in this Prospectus, including the risks described below, before you decide to buy any Shares.
This section addresses both general risks associated with the industry in which we operate and the
specific risks associated with our business. If any such risks were to materialize, our business, results of
operations, cash flows and financial condition could be materially and adversely affected, resulting in a
decline in the value of the Shares. Furthermore, this section describes certain risks relating to the
investments in the Shares which could also adversely impact the value of the Shares.
The risks and uncertainties discussed below are those that our management currently views as material,
but these risks and uncertainties are not the only ones that we face. Additional risks and uncertainties,
including risks that are not known to us at present time or that our management currently deems
immaterial, may also arise or become material in the future, which could lead to a decline in the value of
the Shares and a loss of part or all of your investment.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. The
Company's future results may be materially impacted by the uncertainties inherent in such forward-
looking statements as a result of various factors, including the risks described below and elsewhere in
this Prospectus.
GENERAL OPERATING RISKS
During 2013, the Group recorded significant losses and has since undergone substantial
restructuring. The Group's restructuring efforts could prove insufficient and the Group could
suffer losses in the future.
During 2013, the Group recorded a total of EUR 252 million in provisions, impairments and valuation
adjustments. This material amount has been triggered by various reasons, including widely negative
macroeconomic conditions in the Group's operating markets, and mainly resulted from the Group's failure
on major residential projects, difficulties to collect its long term receivables and going concern
uncertainties of some subsidiaries. The impairment on the Group's Zlota 44 residential project in Warsaw
represented alone almost one-half of that amount. As a result of these significant difficulties, the Group
also faced critical liquidity risks (including potential guarantee calls from certain financing banks), as
discussed in the going concern note (note 2.1.1) to the Company's consolidated financial statements as of
and for the year ended 31 December 2013. In 2014, the Group underwent a major financial and
operational restructuring (including sale of substantial assets and significant adjustment of the scope of
the Group's operations) with the aim to address its going concern issues, the details of which are
described below. If the Group fails to benefit from the expected effects of its restructuring efforts, the
Group's operating, financial and liquidity situation could deteriorate again, which would materially
adversely affect the Group's business, financial condition, results of operations and prospects, and result
in a decline in the price of the Shares.
In 2014, the Group managed to solve a difficult situation with its Zlota 44 project in Warsaw. In April
2014, the Group reached an agreement with the financing bank to acquire the accelerated Zlota 44 loan
15
and all related securities for EUR 55 million. That acquisition was executed to release the Group from
corporate guarantees of EUR 48.2 million related to Zlota 44 and to allow the Group to organize an
ordered sale process of Zlota 44. The Zlota 44 disposal was successfully carried out in August 2014 and
finalized in January 2015. The initial gross transaction purchase price of EUR 63.0 million was decreased
by EUR 13.0 million used for the settlement of disputes with the Zlota 44 general contractor INSO. The
final purchase price therefore amounted to EUR 50 million. The Group used part of the Zlota 44
proceeds for a total value of EUR 31 million to re-acquire some of the CPI PG shares that were
previously disposed of by the Group to mobilize the required liquidity in order to face Zlota 44 bank loan
acceleration and potential calls on the corporate guarantees.
In the first half of 2014, Suncani Hvar (the “SHH”) initiated a pre-bankruptcy procedure to allow the
restructuring of its operations. Consequently, the Group disposed of SHH shares representing 24.94% of
the SHH shareholding as well as receivables owed to SHH. As a result of long-term negotiations among
SHH’s biggest creditors and shareholders, the restructuring plan was approved at the creditors meeting in
December 2014 as well as at the shareholders meeting in January 2015, which provided a solid basis for
the approval of the plan by the Split Commercial Court, which occurred on 9 June 2015. Further to the
decision of the Commercial Court in Split issued on 14 September 2015, which resolved to confirm the
capital increase of SHH under the pre-bankruptcy procedure, the Company`s stake in SHH shareholding
decreased from 31.61 % to 16.7%. As an integral part of the negotiations between the Group and the
representatives of the Republic of Croatia, the parties mutually agreed to terminate the International
Chamber of Commerce arbitration procedure related to SHH and a consent award terminating the
arbitration has been issued in this respect.
In the second half of 2013, the Group initiated a pre-bankruptcy procedure of its three Hungarian
subsidiaries that hold assets known as the Paris Department Store, Vaci 1 (former stock exchange
building) and Szervita to allow the restructuring of its operations. As a result of long-term negotiations
among the biggest creditors throughout 2014, the restructuring plans were approved at creditors meetings
in December and later on by the Budapest Commercial Court. In the first half of 2015, as part of the
approved reorganization the subsidiaries transferred Váci 1 (former stock exchange building) and Szervita
assets to the financing bank and Paris Department Store to the Hungarian Republic, which exercised its
preemption right. Within the reorganization settlement the Company paid to the financing bank EUR 9
million in consideration of the release of corporate guarantees provided by the Company as well as the
release of pledges on Váci 188 project, which was cross-collateralized in favor of the financing bank. The
Company intends to proceed with orderly disposal of its remaining Hungarian assets, which is in line with
the Company's strategy to exit Hungarian, Slovak and Croatian (with the exception of SHH) markets.
In 2014, the Group focused on the restructuring of its debt situation. In the first half of 2014 the Group
completed a portfolio debt restructuring with Crédit Agricole CIB (the “CA”) relating to three assets
pledged as security for loans provided by CA: Bubenská commercial building in Prague, Hlubocky
production plant near Olomouc and the Dunaj department store in Bratislava. As a result of the
restructuring, the Group transferred the ownership of Hlubocky and Dunaj, together with related debt, to
CA and retained the ownership of Bubenská 1 with a decreased leverage and extended debt maturity over
the next 3 years. The Group also completed a long term refinancing of the Capellen office building in
Luxembourg with BGL BNP Paribas. The Group managed to obtain a stable and amortized financing of
16
EUR 16.8 million, maturing in 2027. New refinancing terms include a lowered interest rate allowing the
Group to hold and manage this income generating asset in the long term.
In line with its new strategy focusing on development projects, the Group acquired in November 2014
four development projects with an aggregate of 186 thousand square meters of developable land,
primarily in Prague, Czech Republic. These future projects, known as STRM, developable in the coming
years, will be a mix of residential, office, hospitality and retail premises. The transaction value was EUR
44 million. Furthermore, in December 2014, the Group acquired a brownfield area in Brno, Czech
Republic, with an area of approximately 22.5 hectares. The transaction value was EUR 13.95 million and
the intention is to build a mixed used project with a similar size to the Group’s project Bubny in Prague.
Moreover, the Group also contracted a development project located in Prague which comprises of
approximately 33 thousand square meters of developable land. The Group already owns 31 thousand
square meters of directly adjacent land and following this acquisition, the Group will have an excellent
developable land plot of approximately 64 thousand square meters. This acquisition was completed in
2015 and the transaction value was EUR 5.7 million.
The development of the core properties in the Czech Republic will continue to play a major role in the
transformation of the Group towards a streamlined and profitable operation. The continuous improvement
of the financial and operational performance supported by a sustainable cash flow position remains a
priority for the management for 2015.
The Group is exposed to a variety of financial risks.
The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange
risk, interest rate risk and price risk), credit risk and liquidity risk.
The Group is exposed to the credit risk of its counterparties (including local sub-contractors who assist in
the development of projects) and their ability to satisfy the terms of contracts the Group has with them.
The Group has experienced and could in the future experience delays in recovering any sums or damages
owed to it by such counterparties and suffer significant losses, including declines in the value of its
investment during the period in which it seeks to enforce its rights, or an inability to realize any gains on
its investment during such period and may incur fees and expenses in enforcing its rights.
Liquidity risk is the risk that the Group might encounter difficulties raising liquid funds to meet
commitments as they fall due. In 2013, the Group experienced significant liquidity constraints, which
required it to implement a restructuring of its operations, including sale of major assets. This liquidity
crisis resulted mainly from the Group's failure on major residential projects, difficulties to collect its
receivables and going concern uncertainties of some subsidiaries. As a result, the Group recorded
substantial impairments and provisions and the value of its assets declined.
Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
Currency risk is applicable generally to those business activities and development projects where different
17
currencies are used for repayment of liabilities under the relevant financing to that of the revenues
generated by the relevant property or project. The Group operates internationally and is exposed to
foreign exchange risk arising from various currency exposures, primarily with respect to the Czech
Koruna (the "CZK"), the Polish Zloty (the "PLN"), the Hungarian Forint (the "HUF") and the Croatian
Kuna (the "HRK") and secondarily to the U.S. Dollar (the "USD"). Currency risk is managed where
possible by using the same currency for financing as that in which revenues will be generated. In the
event that different currencies are used, the Group companies limit the risk, where appropriate, by using
hedging instruments. Nevertheless, because the Group companies' operating costs are denominated in
local currencies, fluctuations in the exchange rates of these currencies can lead to volatility in the
financial statements of the Group companies. In addition, loans, operating income and - except in the
development activities - sales of buildings are mainly denominated in Euro. The Group currently does not
use foreign currency derivatives contracts, as salaries, overhead expenses, and future purchase contracts
in the development sector, building refurbishment and construction costs are mainly denominated in local
currencies, but may do so in the future. The main circumstance for the Group to put in place currency
derivatives is for the financing of a construction contract when the local currency operations do not
generate sufficient cash and as a result that construction contract must be financed with another currency.
Any loss accruing to the Group due to currency fluctuations may have a material adverse effect on the
Group's business, financial condition, results of operations and prospects.
Interest rate risk is the risk that the fair value or future cash flows of financial instruments will fluctuate
because of changes in market interest rates.
The Group uses floating and fixed rate debt financing to finance the purchase, development, construction
and maintenance of its properties. When floating rate financing is used, the Group's costs increase if
prevailing interest rate levels rise. While the Group generally seeks to control its exposure to interest rate
risks by entering into interest rate swaps, not all financing arrangements are covered by such swaps and a
significant increase in interest expenses would have an unfavourable effect on the Group's financial
results and may have a material adverse effect on the Group's business, financial condition, results of
operations and prospects. Rising interest rates could also affect the Group's ability to make new
investments and could reduce the value of the properties. Conversely, hedged interests do not allow the
Company to benefit from falling interest rates.
The Group is exposed to equity securities price risk because of investments held by the Group. To
manage its price risk arising from investments in equity securities, the Group diversifies its portfolio or
only enters these operations if they are linked to operational investments.
The Group is exposed to equity risks related to investments held in the Endurance Real Estate Fund, a
Luxembourg regulated closed end umbrella fund, which are classified in financial assets at fair value
through profit or loss and investments in shares of CPI PG classified as available-for sale.
Changes in the general economic and cyclical parameters, especially a continuation of the financial
crisis, may negatively influence the Group's business activity.
The Group's core business activity is based on the letting and sale of real estate property. The revenues
18
from rents and revenues from sales of real estate property investments are key figures for the Group's
value and profitability. Rents and sales prices depend on economic and cyclical parameters (which are, in
turn, affected by changes in consumer confidence, the unemployment rate, consumer prices, wage levels
and demographics), which the Group cannot control.
The financial crisis, which began in the real estate sector, has led to a general lack of confidence in real
estate investments among investors. The increased average discount to net asset value for listed real estate
companies and increased credit margins applied by banks to real estate financings demonstrates this lack
of confidence, which may have a further negative impact on the Group's revenues, costs and valuation.
The Group faces a number of general risks related to the real estate industry.
The Group is exposed to all of the risks inherent in the business of acquiring, developing, owning,
managing and using real estate. These risks include, in particular, the following:
- cyclical fluctuations in the property market generally and in the national and local markets where
properties are located;
- sales risks;
- property abuse risks (including terrorism);
- construction delays and construction budget overruns;
- opposition from civic and environmental groups; and
- natural disasters.
Although the Group takes precautionary measures to protect its business activities from the negative
impact of the above risks, such as the inclusion of certain contractual provisions and, as far as possible,
insurance coverage, it is not possible to completely insulate the Group from the effects of the above risks.
If any of these risks materialize, the result could have a material adverse effect on the Company's
business, financial condition, results of operations and prospects.
The Group depends on its ability to identify profitable development and investment projects.
The Group's business model depends on its continuing ability to develop and/or acquire commercial,
logistic and residential properties across Central and Eastern European countries with the potential for
capital growth and/or investment returns. Competition for such properties continues despite the weakened
financial situation of several market players. As a result, the Group may have difficulties finding suitable
properties at attractive prices, which inability could have a material adverse effect on the Group's
business, financial condition, results of operations and prospects. Even if the Group is able to develop
existing and new projects and acquire properties compatible with its strategy, such developments and
acquisitions could prove unsuccessful. The assumptions the Group makes when developing and acquiring
its property portfolio may prove inaccurate. Inaccurate assumptions could materially adversely affect the
Group's business, financial condition, results of operations and prospects.
The Group's properties may be subject to increases in operating and other expenses.
19
The Group's business, results of operations, financial condition and prospects could be materially
adversely affected in the event that operating and other expenses increase without a corresponding
increase in revenues.
Factors which could increase operating and other costs include, among others:
- changes in laws, regulations or government policies (including increases in property taxes and
other statutory charges), which increase the cost of compliance with such laws, regulations or
policies;
- increases in insurance premiums; and
- defects affecting the properties which need to be rectified, leading to unforeseen capital
expenditures.
Risk of the Company acting as guarantor of its subsidiaries under bank loans.
The Company is frequently a guarantor of loans granted by various banks in different countries to the
Company's various subsidiaries.
If a subsidiary is unable to meet its obligations under a loan agreement pursuant to which the Company
has provided a guarantee, the Company may be required to reimburse the lender all amounts owed under
such a loan agreement. In this case, the Company could lose significant liquidity and may be required to
sell its assets, including at prices that are below their fair market value. This could have a material adverse
effect on the Company's business, financial condition, results of operations or prospects.
The Group may be exposed to an oversupply in its key markets.
Although the Company believes that its focus on prime sites and projects means that there is and will
continue to be demand for its developments, the supply of new office and residential projects has
exceeded demand in a number of relevant jurisdictions. Due to the general worldwide financial crisis and
the tightening of financial conditions, the oversupply of office and residential properties may lead to
higher vacancies and to a stagnation or decline of renting yields. The oversupply affects the value of the
Company's portfolio and its ability to sell or lease its completed projects at forecasted levels or at all and,
therefore, may adversely affect the Company's business, financial condition, results of operations or
prospects.
The Group's property valuations may not reflect the real value of its portfolio, and the valuation of
its assets may fluctuate from one period to the next.
The Group's investment property portfolio is valued at least once a year by an independent appraiser. The
Group's property assets were valued most recently as of 30 June 2015. The change in the appraised value
of investment properties, in each period, determined on the basis of expert valuations and adjusted to
account for any acquisitions and sales of buildings and capital expenditures, is recorded in the Group's
income statements. For each euro of change in the fair value of the investment properties, the net income
of the Group changes by one euro. Changes in the fair value of the properties could also affect gains from
sales recorded on the income statement (which are determined by reference to the value of the properties)
20
and the rental yield from the properties (which is equal to the ratio of rental revenues to the fair value of
the properties). Furthermore, adverse changes in the fair value of the properties could affect the Group's
cost of debt financing, its compliance with financial covenants and its borrowing capacity.
The values determined by independent appraisers are based on numerous assumptions that may not prove
correct, and also depend on trends in the relevant property markets. An example is the assumption that the
Company is a "going concern", i.e., that it is not a "distressed seller" whose valuation of the property
assets may not reflect potential selling prices. In addition, the figures may vary substantially between
valuations. A decline in valuation may have a significant adverse impact on the Group's financial
condition and results of operations, particularly because changes in property values are reflected in the
Group's consolidated net profit. Reversely, valuations may be lagging soaring market conditions,
inadequately reflecting the fair property values at a later time.
The Group is also exposed to valuation risk regarding the receivables from its asset sales. Management
values these receivables by assessing the credit risk attached to the counterparties for the receivables. Any
change in the credit worthiness of a counterparty or in the Group's ability to collect on the receivable
could have a significant adverse impact on the Group's financial position and results of operations.
Competition in the markets in which the Group operates is high and may intensify in the future.
The real estate market in Central and Eastern Europe is competitive and fragmented. The Group faces
competition from both international and local real estate investors including developers, investment funds,
various types of financial institutions and wealthy individuals. As property markets in Central and Eastern
Europe are undergoing a maturing process, competition could intensify. In particular, the Group has
experienced, as a result of the accession of the Czech Republic, Hungary, Poland and Slovakia to the
European Union, increased competitive pressures from international property developers and other
investors in those markets. Although the financial and economic crisis has led to the exit of a number of
international players, certain competitors in various of the Group's markets may have significant
advantages over the Group, including greater name recognition, longer operating histories, pre-existing
relationships with current or potential purchasers or tenants, significantly greater financial, marketing and
other resources and more ready access to capital which would allow them to respond more quickly to new
investment opportunities. No assurance can be given that the Group will be able to compete successfully
in the future. If the Group fails to compete effectively or, if increased competition leads to lower revenues
and lower profit margins for the Group, the Group's business, financial condition, results of operations or
prospects may be adversely affected.
The Group is dependent on co-operative relations with its employees.
If the Group is unable to attract and retain employees with the required training, experience and
motivation in key strategic markets or if competition for qualified employees increases its employee
costs, it may materially adversely affect the Group's business, financial condition, results of operations or
prospects.
Interruption or failure of the Group's information technology systems could damage its reputation
21
and business.
The Group is dependent on the proper functioning of its information systems and processes. The Group's
systems and the systems on which it relies are vulnerable to damage or interruption from various factors,
including power loss, telecommunication failures, data corruption, network failure, computer viruses,
security breaches, natural disasters, theft, vandalism or other acts. A disaster or disruption in the
infrastructure that supports the Group's businesses could have a material adverse effect on its ability to
continue to operate the Group's business without interruption.
The Group is also reliant on the general and timely functioning of banking systems and associated
technology in order to receive and make payments. Any cessation of the ordinary functioning of the
banking system or any interruption of payment systems may impact the ability to collect rents from
tenants and could prejudice the ability of the Group to make payments.
The Group may sustain losses from damages or risks not covered by, or exceeding the coverage
limits of, its insurance policies.
The Group maintains insurance policies (including with respect to its properties) which it considers
appropriate to the nature of its business.
However, there are certain types of losses (such as losses resulting from war, terrorism, nuclear radiation,
radioactive contamination and heaving or settling of structures) which are or may be or become either
uninsurable or not insurable at economically viable rates, or which for other reasons are not covered by
the Group's insurance policies. The Group's profitability and financial condition might be affected
adversely if such an uninsured loss were to occur or the relevant insurer became insolvent or otherwise
unable to satisfy any claim, and the Group was not able to shift the cost burden to the tenant or another
third party.
No assurance can be given that material losses in excess of insurance proceeds will not occur in the
future. Any such uninsured loss or a loss in excess of insured limits may have a material adverse effect on
the Group's business, financial condition, results of operations and prospects.
The Group is exposed to risks relating to planning and environmental regulation, and municipal
pre-emption rights.
The Group's properties are subject to restrictions under applicable planning, building, monument
protection, environment and other laws and regulations, and may be subject to statutory encumbrances,
competing claims, pre-emption rights and other limitations, which may impact their value and/ or the
Group's ability to use and dispose of them as it would otherwise see fit. According to an article published
in the Czech newspaper PRAVO on 20 June 2015, Mr. Matej Stropnicky, the Deputy Mayor of Prague,
stated that the City of Prague will buyout major development areas, specifically mentioning Bubny,
whereby these areas shall be resold for smaller projects. The Group denies any formal or informal
discussions about sale, buyout or expropriation of the Bubny area to the City of Prague or to the Czech
Republic.
22
As a result of these or other restrictions, the Group may incur expenses and be prevented from charging
market rents or from upgrading the affected properties in a way that would otherwise make such
properties more attractive to tenants and allow the Group to increase its overall occupancy and/or rent
levels. Further, non-compliance with such restrictions may have consequences ranging from fines,
administrative and penal sanctions to prohibition of use or demolition orders.
Certain of the Group's properties were historically industrial buildings, and the aftermath of their former
uses may continue to constrain their current use due to the demands of applicable environmental laws.
Further, it is possible that the Properties contain ground contamination, hazardous materials, and other
residual pollution and/or wartime relics (including potentially unexploded ordnance).
The discovery of such residual pollution, particularly in connection with the lease or sale of properties,
can also trigger claims for rent reductions, termination of leases, damages and other breach of warranty
claims, and its remediation and related additional measures could involve considerable additional costs. It
may no longer be possible to take recourse against the polluter or the previous owners of the properties.
Moreover, the existence or even merely the suspicion of the existence of wartime ordnance, hazardous
materials, residual pollution or ground contamination can negatively affect the value of a property and the
ability to lease or sell such property.
In addition, several of the Group's properties may be in technical violation of easement or encroachment
requirements, and as a result the Group could be required to pay reasonable compensation or fines.
DEVELOPMENT BUSINESS OPERATING RISKS
Unexpected problems and unrecognised risks could arise in the Group's development projects.
The Group is engaged in residential, commercial and retail development projects and plans to undertake
further development in the future. The real estate construction and development business is subject to
certain risks arising from the complexity of the projects, including higher than expected costs, breaches of
labour laws, delays in completion, the application of regulations, health and safety or environmental
constraints, the multiplicity of participants and the need to obtain permits. These risks could result in the
abandonment of projects after significant feasibility study costs and management attention have been
expended or could lead to substantial project delivery delays, which could adversely impact the Group's
profitability and the value of its properties.
Changing residential trends or tax policies may adversely affect sales of developments.
Changing residential trends are likely to emerge within the markets in Central and Eastern Europe as they
mature and, in some regions, relaxed planning policies may give rise to over-development, thereby
affecting the sales potential of the Group's residential developments. Changing real estate taxes or VAT
may also have a notable impact on sales (such as increase in sales before implementation of a tax increase
followed by structurally lower sales). These factors will be considered within the investment strategy
implemented by the Group but may not always be anticipated and may have a material adverse effect on
23
the Group's business, financial condition, results of operations and prospects.
The Group may face problems in obtaining vacant possession of its development projects.
Some of the Group's properties at the time of purchase are subject to existing tenancies, and vacant
possession of these properties is necessary for the Group to commence its construction plans. The terms
for vacating the tenants will depend on inter alia, the terms of the lease agreement, some of which may
provide that the lease may only be terminated on the occurrence of specific events, or with the mutual
agreement of the parties. Any delay or additional costs incurred by the Group in reaching an agreement
with such tenants may delay the commencement and therefore completion of the development project
which may have a material adverse effect on the Group's business, financial condition and results of
operations.
The Group is exposed to risks inherent in investments in development projects.
During the initial phases of development projects, the Group normally carries the costs of the project,
both through injection of equity and by incurring liabilities, and begins to receive revenues only at a later
point in time. Development projects sometimes face cost overruns and delays in completion, many of
which are caused by factors that are not directly within the control of the developer. These types of risks,
especially in relation to the quality and timeliness of performance by contractors, are inherent in property
development. If any of these risks occur, the economic success of a project could be significantly
impaired and the Group's business, results of operations, financial condition and prospects could be
materially adversely affected.
The Group may not obtain all required permits and consents or in a timely manner or for the
entire contemplated area to be developed.
As a result of bureaucratic difficulties, environmental and heritage protection laws, and time constraints
with the administrative authorities in the relevant jurisdictions, the Group may encounter difficulties in
obtaining relevant permits for the development of its projects or, more likely, may acquire those permits
later than expected or for a lower amount of buildable area. Any such inability to obtain, or delay in
obtaining, permits or consents could have a material adverse effect on the Group's business, financial
condition, results of operations or prospects.
Certain of the Group's building permits are for a limited period and failure to complete the project
prior to such expiry would require the Group to re-file.
As a result of the economic crisis, the Group was forced to delay or stop construction on certain of its
developments. In certain situations, the Group holds a building permit that is valid for a restricted period.
If the Group does not initiate the construction of these projects prior to the expiry of the relevant building
permits, the Group will have to refile the appropriate documents to request new building permits, which
could entail additional costs or advice.
The Group is exposed to the risk of illiquidity of real estate investments.
24
Investments in real estate are relatively illiquid and are generally more difficult to realize than other
investments. Proceeds from current or future asset sales may not meet the Group's expectations, or the
Group may not be able to sell assets on the expected terms, in particular in distressed market conditions or
should the Group experience financial difficulties. Disposal of assets could take longer than may be
commercially desirable which may have an effect on the timing of a disposal or on the funds received for
the disposed property. Any delay in the disposal of a property or reduction in the sales price could have a
material adverse effect on the Group's business, financial condition, results of operations and prospects.
Delays and other problems in the sale of real estate investments may cause higher costs or a later
realization of revenues.
Real estate sales are exposed to various risks that could cause a delay or cancellation of the sale.
Negotiations of the sales contract may last longer than initially expected or may be more complicated,
which may result in additional costs. Furthermore, sales of real estate investments could be postponed or
cancelled resulting in unrecoverable costs.
Delays in the sales process may cause a later realization of revenues. As a consequence, the Group may
face additional costs from interest payments during the delay period. These external costs may not be
recoverable in all cases. In addition to the external costs resulting from delays in the sales process,
internal costs may arise due to necessary additional management attention, which are not in all cases
quantifiable, but may have a negative impact on the Group's business.
INVESTMENT BUSINESS OPERATING RISKS
The Group may not be able to successfully recover operating, maintenance costs and capex costs
from its tenants.
To maintain the Group's properties and comply with applicable law, it is necessary to perform
maintenance and repairs. Such measures can be time consuming and expensive, and risks can arise in the
form of higher costs than anticipated or unforeseen additional expenses for maintenance, repair or
modernisation that cannot be passed on to tenants. Moreover, work can be delayed, for example, because
of bad weather, poor performance or insolvency of contractors or the discovery of unforeseen structural
defects. In the ordinary course of events, the Group may fund such capital expenditure out of cash flow
generated by the properties. If the necessary capital expenditure is not undertaken, this could lead to a
decline in the value of the relevant properties, impacting the liquidation or refinancing value and hence
the ability to generate sufficient disposal proceeds. Changes in government regulations may result in
additional capital expenditure requirements to modernise or maintain the properties, for example
refurbishment to comply with energy efficient standards or health and safety requirements, which may not
always be possible to charge to tenants.
The Group is subject to pressure on rental yields.
Additional new retail and office space is being developed in a number of markets in which the Group is
25
active. As a result of such development there has been pressure on market rent levels, which negatively
affects the Group's rental returns, as well as the value of its properties. A fall in market rent levels has
adversely affected rents on new leases and on renewed leases. It has also made rent negotiations with
existing tenants more difficult. A further fall in market rent levels could therefore have a material adverse
impact on the Group's business, financial condition, results of operations and prospects.
The Group is exposed to letting risks.
The value of a rental property depends to a large extent on the remaining term of the related rental
agreements as well as the creditworthiness of the tenants. If the Group is unable to renew expiring leases
on favourable terms and find and retain suitably creditworthy tenants willing to enter into long-term rental
agreements, the market value of the relevant property will be adversely affected. The creditworthiness of
a tenant can decline over the short or medium term, leading to a risk that the tenant will become insolvent
or be otherwise unable to meet its obligations under the lease. If the Group's judgment about a significant
tenant or about the location, use or desirability of a property proves to be incorrect, its income from the
property may be significantly below its estimates while its operating costs remain largely fixed. Local law
or regulations may restrict the levels at which rentals may increase, or index such rental increases to price
indices. All of these factors could have a material adverse effect on the Group's business, assets, financial
condition, results of operations or prospects. The occupancy rate of the Group's rental investment
properties could fall if the Group were to become less effective in marketing vacant properties. Property
vacancies adversely affect the Group's results both because vacant properties earn no revenue, and
because the Group's costs increase when units are vacant. Vacant units increase costs because they require
fit out work before they are put on the market, and because the Group cannot pass on building costs
relating to those units in the form of higher rents. The Group cannot guarantee that it will be able to re-let
properties quickly and at satisfactory rent levels when tenants leave. Additionally, market conditions
could be adverse or new regulations could further restrict rent increases when existing leases come up for
renewal.
The Group is subject to risks relating to its office rental business.
The Group faces risks specific to the office rental business, which may have a negative impact on the
value of its assets, business, results of operations and financial condition. These risks result from the
following factors:
- The office rental portfolio is more sensitive than residential property to the economic
environment in the relevant markets.
- Renovation work required on vacant units before they are re-let is often more extensive in the
office segment than in the residential segment.
- The risk of tenants becoming insolvent and the resulting impact on Group results is greater in the
office segment because of the greater relative importance of each tenant.
The Group is exposed to index risks.
Most of the Group's leases include a clause that provides for partial or full indexation of the rent, in most
26
cases in line with consumer price indices or other similar indices, and the rent payable is pegged to the
euro on local currency. The Group may not be able to fully index its leases to appropriate consumer price
indices due to increasing competition in the real estate markets, which would materially adversely affect
the value of the relevant properties. If a lease is not fully indexed and, as a result, the rent remains
constant for a lengthy period, while the Group's costs of maintaining, operating and administering the
property increase due to inflation, this would adversely affect the Group's operating results. If such leases
are terminated after a long period, then the index link may subsequently cause a significant deviation in
the rent achievable on re-letting if market rates have not kept up with the rate of inflation or deviate from
the development of the euro. This may result in a material adverse effect on the Group's business, assets,
financial condition and results of operations.
RISKS RELATED TO THE SHARES
The Company's ability to pay dividends depends on a variety of factors including having sufficient
distributable profits and the receipt of sufficient funds from its subsidiaries.
The Company paid no dividends for the financial years 2010 to 2014. The Company may only pay
dividends if it has sufficient distributable profits as calculated by Luxembourg legal standards. The
Company is a holding company with no significant assets other than direct and indirect interests in the
subsidiaries through which it conducts its operations. Therefore, its ability to pay dividends to a large
extent depends on the receipt of sufficient funds from its subsidiaries. The extent of any such cash flows,
the Company, in turn, depends on the business, financial condition, results of operations and cash flows
of its subsidiaries.
The annual dividend proposal to the General Meeting of the Shareholders is, however, subject to the
Group's business development. The required capital base for growth initiatives and the current business
prospects are taken into account. There can be no assurance that dividends in line with the current
dividend policy will be paid in the future or that dividends will be paid at all.
In addition, payments and transfers of funds (also by way of cash pooling arrangements) to the Company
by its subsidiaries in order to enable dividend payments may become restricted by regulation of law or
otherwise. Furthermore, payments may become restricted, directly or indirectly, by the terms of Group's
future credit agreements or bond terms and conditions.
Future capital measures could lead to substantial dilution. Future offerings of debt or equity
securities may adversely affect the market price of the Shares.
The Group may require additional capital in the future to finance its operations and growth, or to repay its
debts. Both the raising of additional equity through the issuance of new shares and the potential exercise
of conversion or option rights by holders of any convertible bonds or bonds with warrants that may be
issued in the future may dilute existing Shareholders' shareholdings. The Company's Articles of
Incorporation provide for the issuance of up to 1 billion additional shares from authorized capital. The
Company may issue all of these Shares without any action or approval by its Shareholders and under
certain conditions, for example in the event of a capital increase against contributions in kind, without
granting any pre-emptive subscription rights to its Shareholders. Thus, investors bear the risk of the
27
Company's future offerings reducing the market price of the shares and diluting their shareholdings in the
Company.
A suspension of trading in the Shares could adversely affect the Share price.
With respect to securities publicly traded on the regulated markets of the NYSE Euronext Paris and the
Warsaw Stock Exchange the local regulators are authorized to suspend, or request the regulated market on
which securities are admitted to trading to suspend such securities from trading if, in its opinion, the
Company's situation is such that continued trading would be detrimental to investors' interests. The
regulators are further authorized to suspend trading in an issuer's securities in connection with measures
taken against market manipulation and insider trading. Existing orders are deemed void if trading is
suspended. Any suspension of trading in the Shares (other than for protecting investors' interest) could
adversely affect the price and the liquidity of the Shares and, consequently, could have a negative effect
on investors' ability to sell the Shares at a satisfactory price.
Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid on
the Shares for an investor whose principal currency is not the euro.
The Company declares and distributes dividends and distributions in euro. Exchange rate movements of
the euro will therefore affect the value of any dividends and distributions for investors whose principal
currency is not the euro. Furthermore, the market value of the Shares as expressed in foreign currencies
will fluctuate in part as a result of foreign exchange volatility. This could affect the value of the Shares
and of any dividends paid on the Shares for an investor whose principal currency is not the euro.
Additionally, should the Eurozone break up as a result of the sovereign debt crisis in Europe or for other
reasons or should certain member states of the Eurozone abandon the euro, the resulting exchange rate
movements to the euro could also materially affect the value of any dividends and distributions for
investors whose principal currency is not the euro.
28
MARKET AND INDUSTRY DATA
Market data and certain economic and industry data and forecasts used in, and statements regarding the
Company's position in the industry made in this Prospectus were estimated or derived based upon
assumptions the Company deems reasonable, from internal surveys, market research, government and
other publicly available information, reports prepared by consultants and independent industry
publications. External sources used include:
European Commission – European Economic Forecast Spring 2015;
Erste Group CEE Outlook 2014;
KBC Economic Outlook Central Europe January 2014;
DTZ European Investment Market Update Q4 2014;
DTZ European Investment Market Update Q2 2015;
CBRE CEE Property Investment Full year 2014;
Hypotéční banka (HB Index);
Prague City Report Q4 2014 and Q2 2015;
Budapest City Report Q4 2014 and Q2 2015;
Warsaw City Report Q4 2014; and
Macroeconomic indicators issued by the Czech Statistical Office.
In particular, reference has been made in this Prospectus to information concerning markets and market
trends. Such information was obtained from the above-mentioned market studies and other sources. The
Company has accurately reproduced such information and, as far as it is aware and able to ascertain from
information published by such third parties, no facts have been omitted that would render the reproduced
information inaccurate or misleading. Nevertheless, prospective investors are advised to consider this
information with caution. Market studies are often based on information or assumptions that may not be
accurate or appropriate, and their methodology is inherently predictive and speculative.
Irrespective of the assumption of responsibility for the content of this Prospectus, including the accurate
reproduction of third-party market data in this Prospectus, by the Company (see "Responsibility
Statement"), the Company has not independently verified the figures, market data or other information on
which third parties have based their studies. Accordingly, the Company makes no representation or
warranty as to the accuracy of any such information from third-party studies included in this Prospectus.
Prospective investors should note that the Company's own estimates and statements of opinion and belief
are not always based on studies of third parties.
29
RESPONSIBILITY STATEMENT
The Company assumes responsibility for the content of this Prospectus and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best
of its knowledge, in accordance with the facts and that it makes no omission likely to affect its import.
30
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements within the meaning of the securities laws of certain
applicable jurisdictions. These forward-looking statements include, but are not limited to, the discussion
of the changing dynamics of the marketplace and the Company's outlook for growth in the real estate
industry both within and outside of Croatia, Czech Republic, Hungary, Luxembourg, Poland, and
Slovakia. These forward-looking statements can be identified by the use of forward-looking terminology,
including the terms "aims", "anticipates", "believes", "continues", "could", "estimates", "expects",
"forecasts", "guidance", "intends", "may", "plans", "should" or "will" or, in each case, their negative, or
other variations or comparable terminology. These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout this Prospectus and include statements
regarding our intentions, beliefs or current expectations concerning, among other things, our results of
operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry
in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. We caution you that
forward-looking statements are not guarantees of future performance and that our actual financial
condition, results of operations and cash flows, and the development of the industry in which we operate,
may differ materially from those made in or suggested by the forward-looking statements contained in
this Prospectus. In addition, even if our financial condition, results of operations and cash flows, and the
development of the industry in which we operate are consistent with the forward-looking statements
contained in this Prospectus, those results or developments may not be indicative of our results or
developments in subsequent periods. Important factors that could cause these differences include, but are
not limited to:
the impact on our revenue, profits and cash flow resulting from changes in general economic
conditions, consumer confidence, unemployment rate, consumer prices, wage levels and
demographics in the markets in which we operate;
the laws, rules, regulations and taxation to which we are subject and the potential for changes to
those laws, rules, regulations and taxation;
our substantial leverage and ability to meet significant debt service obligations, including
significant repayment requirements in the coming years;
restrictions in our debt instruments that could impair our activities;
our exposure to interest rate risk, price risk and currency fluctuations;
changes in the competitive environment in the markets in which we operate;
changes in demand for our properties;
changes of the housing market and the rent level;
changes in the level of real estate development and renovation activities;
the success of the our recent investments;
31
natural disasters or other environmental impacts;
risk associated with our structure and ownership;
our ability to attract and retain highly skilled personnel and other qualified executives and
employees; and
other factors that are discussed in more detail under "Risk Factors" and elsewhere in this
Prospectus.
The foregoing factors should not be construed as exhaustive. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the
date hereof. The Company urges you to read this Prospectus, including the sections entitled "Risk
Factors", "Operating and Financial Review", "Industry Overview and Market Data" and "Business",
for a more complete discussion of the factors that could affect our future performance and the industry in
which the Company and the Group operate.
We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statement contained in this Prospectus which may be made to reflect events or
circumstances after the date of this Prospectus, including, without limitation, changes in our business or
acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events
except as required by law or by the rules and regulations of the Luxembourg Stock Exchange.
32
AVAILABILITY OF PROSPECTUS
This Prospectus will be published on the Company's website (www.orcogroup.com). Note that nothing on
the Company's website (www.orcogroup.com) is intended to be, or should be construed as being part of,
this Prospectus. Furthermore, the Prospectus will be available free of charge as of the date of this
Prospectus during regular business hours on any weekday (Saturdays, Sundays and Luxembourg public
holidays excluded) at the registered office of the Company at 40, rue de la Vallée, L-2661, Luxembourg,
Grand Duchy of Luxembourg. This Prospectus will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu).
33
DIVIDENDS AND DIVIDEND POLICY
Dividend Policy
Each year, at least five per cent of the net corporate profits are set aside and allocated to a reserve. Such
deduction ceases being mandatory when such reserve reaches ten per cent of the corporate capital, but
will resume whenever such reserve falls below ten per cent. The General Meeting of the Shareholders
determines the allocation and distribution of the net corporate profits.
Payment of dividends:
The Board of Directors is entitled to pay advances on dividends when the legal conditions listed below
are fulfilled:
an accounting statement must be established which indicates that the available funds for the
distribution are sufficient;
the amount to be distributed may not exceed the amount of revenues since the end of the last
accounting year for which the accounts have been approved, increased by the reported profits and
by the deduction made on the available reserves for this purpose and decreased by the reported
losses and by the sums allocated to reserves in accordance with any legal and statutory provision;
the Board of Directors' decision to distribute interim dividends can only be taken within two
months after the date of the accounting statement described above;
the distribution may not be determined less than six months after the closing date of the previous
accounting year and before the approval of the annual accounts related to this accounting year;
whenever a first interim dividend has been distributed, the decision to distribute a second one
may only be taken at least three months after the decision to distribute the first one; and
the statutory and independent auditor(s) in its (their) report to the Board of Directors confirm(s)
the conditions listed above are fulfilled.
Under general Luxembourg law, the conditions for making advances on dividends are less stringent than
the conditions listed above, however, the more restrictive provisions of the Company's Articles of
Incorporation will prevail as the recent changes under Luxembourg law have not yet been reflected in the
Articles of Incorporation of the Company.
When an advance distribution exceeds the amount of dividend subsequently approved by the General
Meeting of the Shareholders, such advance payment is considered an advance on future dividends.
No dividends were paid for the financial years 2010, 2011, 2012, 2013 and 2014.
34
CAPITALIZATION AND INDEBTEDNESS
Capitalization
The following table presents the Company's capitalization as of 30 June 2015:
As of 30 June
2015
(in € millions)
(unaudited, best
estimate)
Current financial liabilities(1)
36.8
Thereof secured 28.0
Thereof unsecured 4.4
Thereof guaranteed 4.4
Thereof unguaranteed -
Other current liabilities(2)
12.8
Thereof secured -
Thereof unsecured 12.8
Thereof guaranteed -
Thereof unguaranteed -
Non-current financial liabilities(3)
112.3
Thereof secured 52.6
Thereof unsecured -
Thereof guaranteed 59.7
Thereof unguaranteed -
Other non-current liabilities(4)
7.7
Thereof secured -
Thereof unsecured 7.7
Thereof guaranteed -
Thereof unguaranteed -
Total equity 203.7
Equity attributable to the owners of the parent 203.5
Non-controlling interests 0.2
(1)
Current financial liabilities include current financial debts and bonds and other current financial
liabilities. (2)
Other current liabilities include trade payables, advance payments and other current non-financial
liabilities. (3)
Non-current financial liabilities include non-current financial debts and bonds. (4)
Other non-current liabilities include provisions and other long term liabilities and deferred tax
liabilities.
35
Indebtedness
The following table presents the Company's net financial indebtedness as of 30 June 2015:
As of 30 June
2015
(in € millions)
(unaudited, best
estimate)
A. Cash 3.9
B. Cash equivalents -
C. Trading securities(1)
-
D. Liquidity (A) + (B) + (C) 3.9
E. Accounts receivables – consumer loans 4.1
F. Current bank debt -28.0
G. Current portion of bonds issued -4.4
H. Other current financial debt(2)
-9.3
I. Current financial debt (F) + (G) + (H) -41.7
J. Net current financial indebtedness (I) - (E) - (D) -33.7
K. Non-current bank loans -52.6
L. Non-current portion of bonds issued -59.7
M. Other non-current loans(3)
-
N. Non-current financial indebtedness (K) + (L) + (M) -112.3
O. Net financial indebtedness (J) + (N) -146.0
No significant change in the capitalisation and indebtedness
There has been no significant change in the Company's capitalisation or net financial indebtedness since
30 June 2015.
Working capital statement
The Company is of the opinion that it has sufficient working capital to meet its payment obligations at
least within the next 12 months following the date of this Prospectus.
No significant change in the Company's financial or trading position
There has been no significant change in the Company's financial or trading position since 30 June 2015
and there has been no material adverse change in the financial position or prospects of the Company since
31 December 2014.
36
CAPITAL RESOURCES
Cash and cash equivalents
As at 30 June 2015, the Group's cash and cash equivalents consisted of cash in bank of EUR 3.9 million
(EUR 7.1 million at 31 December 2014; EUR 85.2 million at 31 December 2013) and cash in hand of
EUR 17 thousand (EUR 9 thousand at 31 December 2014; EUR 0.1 million at 31 December 2013). There
were no short-term deposits at 30 June 2015 (EUR 28 thousand at 31 December 2014; EUR 3.4 million at
31 December 2013).
The cash in bank includes restricted cash of EUR 1.8 million (EUR 2.5 million at 31 December 2014;
EUR19.9 million at 31 December 2013), representing:
- Cash deposited in accounts reserved as collateral for development projects and lifted after sales of
units of EUR 0.1 million (EUR 0.1 million at 31 December 2014; EUR 10.6 million at 31
December 2013); and
- Cash deposited in accounts reserved as collateral for loans related to property of EUR 1.7 million
(EUR 2.4 million at 31 December 2014; EUR 9.1 million at 31 December 2013).
Loan-to-value ratio
For further discussion of the development of the Group's loan-to-value ("LTV") ratio, please refer to
"Operating and Financial Review―Liquidity and capital resources―Loan-to-value ratio."
Calculation of the LTV ratio as of the dates indicated is shown in the table below:
37
in EUR thousand, unless otherwise indicated
30 June
2015
31
December
2014
31
December
2013
Non-current liabilities
Financial debts 52,632 65,252 295,304
Non-current bonds 59,714 62,237 64,992
Current liabilities
Financial debts 27,957 13,557 273,041
Current bonds 4,375 278 321
Accrued interest 938 915 1,244
Liabilities linked to assets held for sale 4,013 237 27,722
Current assets
Current financial assets − − −
Cash and cash equivalents (3,951) (7,103) (88,669)
Net debt 145,678 135,373 573,954
Investment property 239,826 249,236 710,552
Hotels and owner-occupied buildings − − 61,639
Investments in equity affiliates 4,073 35 93
Financial assets at fair value through profit or loss 599 2,627 28,285
Financial assets available-for-sale 96,118 86,995 2,435
Non-current loans and receivables 7,962 4,669 28,533
Inventories 8,304 9,422 114,720
Assets held for sale 8,824 1,395 29,116
Revaluation gains on projects and properties 483 697 2,842
Fair value of portfolio 366,189 355,076 978,215
LTV ratio 39.8% 38.1% 58.7%
The LTV ratio of 39.8% at 30 June 2015 increased slightly compared to 38.1% at 31 December 2014.
LTV at 31 December 2014 decreased significantly compared to 58.7 % at 31 December 2013. The
components of LTV ratio have been influenced substantially by deconsolidation of leveraged assets over
the first half of the year 2014.
Both current and non-current debt went down following the derecognition of bank loans mainly related to
financing of investment properties in Germany and Hungary and the debt restructuring of the portfolio
financed by CA. In line with the decrease of financial debts, the cash held by the Group entities also went
down due to the loss of contribution of deconsolidated entities. In June 2014, the Group has partially sold
its shares in CPI PG for a total consideration of EUR 55.0 million. Most of the proceeds were used to
repay the bank liabilities related to Zlota project. The remaining investment in CPI PG (stake of 4.82%),
classified as financial asset available-for-sale, was valued at EUR 96.1 million (EUR 0.604 per share) at
30 June 2015.
Financial liabilities
38
For further discussion of the Group's financial debts, please refer to "Operating and Financial
Review―Liquidity and capital resources―Financial debts."
The Group's financial liabilities amounted to EUR 147.7 million at 30 June 2015 (EUR 141.3 million at
31 December 2014), including EUR 70.9 million related to bank loans on projects that are not under a
disposal process (EUR 76.8 million at 31 December 2014), EUR 64.1 million related to the Safeguard
Plan bonds and the notes issued by the Company in October 2012 under ISIN Code XS0820547742 (the
"New Notes") (EUR 62.5 million at 31 December 2014), EUR 3 million related to bank loans financing
assets held for sale (nil at 31 December 2014) and EUR 9.6 million related to loan from CPI PG (EUR 2.0
million at 31 December 2014).
The following table sets forth an analysis of maturities of the Group's financial debts as of the dates
indicated:
in EUR million Less than
one year -
Bank loans
linked to
assets held
for sale
Less
than one
year -
Others
1 to 3
years
3 to 5
years
More
than 5
years
Total
As at 30 June 2015 3.0 32.3 34.0 65.0 13.3 147.7
As at 31 December 2014 - 13.9 45.5 67.5 14.5 141.3
As at 31 December 2013 22.9 273.3 94.5 261.0 4.9 656.6
At 30 June 2015, financial liabilities increased by EUR 3.4 million compared to 31 December 2014. This
variation is explained by following transactions:
additional drawdown of short-term loan provided by CPI PG (EUR 7.6 million);
adjustment on Safeguard bonds booked in accordance with the termination of the Safeguard Plan
(EUR 2.1 million);
repayment on the New Notes (EUR -2.2 million);
repayments of bank loans for total amount of EUR 3.2 million and related to Bubenská (EUR 1.8
million), Na Poříčí (EUR 0.5 million), Capellen (EUR 0.5 million) and Hradčanská (EUR 0.4
million).
The decrease of financial liabilities at 31 December 2014 compared to 31 December 2013 followed from
the deconsolidation of CPI PG with bank loans amounting to EUR 284.1 million, of SHH shares with
bank loans amounting to EUR 21.1 million and other borrowings amounting to EUR 22.9 million, and
Hungarian assets with bank loans amounting to EUR 64.4 million.
In addition, bank loans related to the following assets were repaid or repurchased from financing bank
over 2014:
SHH (EUR 11.5 million);
Zlota 44 (EUR 59.6 million);
Hlubočky (EUR 3.1 million) and Dunaj (EUR 13.1 million) upon their successful debt
restructuring (for details please see note 11 to the 2014 Consolidated Annual Financial
Statements);
Bubenská (EUR 9.7 million);
39
Na Poříčí (EUR 3.3 million); and
Capellen (EUR 2.3 million).
At 30 June 2015, EUR 3.9 million of bank loan related to project classified as assets held for sale was in
breach of financial covenants. In 2014, the Group worked actively on the refinancing and restructuring of
its defaulted and short-term bank loans. As a result of this effort, the Group had no bank loans in breach
as at 31 December 2014. The Group completed successful refinancing of bank loans on three assets -
Capellen refinanced in June 2014 and prolonged until 2027, Diana bank loan prolonged until September
2019 and Marki until December 2015.
Non-derivative financial liabilities and net-settled derivative financial liabilities
The table below shows the Group’s non-derivative financial liabilities and net-settled derivative financial
liabilities by maturity as of 31 December 2014, based on the remaining period at the balance sheet date to
the contractual maturity date. The floating rate loans line presents the projected cash flows, including
interests and the reimbursements of the principal. The cash flows have been established on the basis of the
forward interest and exchange rates as at 31 December 2014.
At 31 December 2014 Less
than 1
month
Betwee
n 1 and
6
months
Betwee
n 6
months
and 1
year
Betwee
n 1 and
5 years
More
than 5
years
Total
cash
out-
flows
Book
value
(in € thousands) (audited)
Fixed rate loans and bonds 81 2,759 3,141 100,506 9,452 115,939 71,551
Floating rate loans 70 4,902 8,933 52,871 9,655 76,432 67,811
Other borrowings - - 1,890 55 17 1,962 1,962
Interest rate derivatives - - 599 - - 599 599
Liabilities linked to assets held
for sale - - 237 - - 237 237
Trade payables 1,120 2,785 103 - - 4,008 4,008
Other current financial
liabilities 439 3,817 158 - - 4,414 4,414
Total 1,710 14,263 15,061 153,432 19,124 203,590 150,582
In the table above, differences between book value and the cash-out flows are due to:
- Fixed rate loans and bonds: The bonds cash-out flows are equal to the mandatory payments as
they are defined in the terms of these financial instruments and include the nominal repayment,
the semi-annual cash interest payment and the payment of guarantee fee in respect of the notes.
The bank loans not in default or to be restructured include the accrued interest (not accounted for)
to the contractual maturity.
- Floating rate loans: The cash-out flows are not impacted by the fees related to the restructuring of
the financing which have been capitalized. The loans not in default or to be restructured include
40
the accrued interest (not accounted for) to the contractual maturity.
Consolidated statements of cash flows
For a discussion of the development of Group's consolidated cash flows, please refer to "Operating and
Financial Review―Liquidity and capital resources―Cash flows."
41
SELECTED FINANCIAL INFORMATION AND OTHER DATA
The selected financial information as of and for the years ended 31 December 2014, 2013 and 2012 has
been derived from the Company's Consolidated Annual Financial Statements. The selected financial
information as of and for the six-month period ended 30 June 2015 has been derived from the Company's
Interim Financial Statements. The following tables should be read in conjunction with, and are qualified
entirely by reference to "Operating and Financial Review" and the Company's Consolidated Annual
Financial Statements and Interim Financial Statements, including the notes thereto, included in this
Prospectus.
The Consolidated Annual Financial Statements and Interim Financial Statements have been prepared in
accordance with IFRS. The Consolidated Annual Financial Statements were audited by KPMG
Luxembourg, Société cooperative, having its registered office at 39, Avenue John F. Kennedy, L-1855,
Luxembourg.
Consolidated income statement
data
Six months ended 30
June Year ended 31 December
2015
2014
2014
2013
(Restated)(
1)
2012
(Restated)(
2)
(in € thousands)
Revenue 7,330 16,805 75,176 66,877 244,708
Net gain / (loss) from fair value
adjustments on investment
property (13,976) (469) 2,073 (57,840) (7,086)
Other operating income 108 244 445 873 9,473
Net result on disposal of assets 73 9 29 192 1,399
Cost of goods sold (865) (6,452) (58,840) (36,591) (141,071)
Employee benefits (514) (15,332) (16,113) (10,451) (26,736)
Amortization, impairments and
provisions 4,994 (9,974) 38,256 (138,421) (50,598)
Other operating expenses (8,346) (8,839) (15,065) (18,673) (53,819)
Operating result (11,196) (24,008) 25,961 (194,034) (23,730)
Financial result (10,742) (36,535) (48,188) (57,287) 755
Share of profit or loss of entities
accounted for using the equity
method 3,004 (206) (493) (413) (12,948)
Loss before income taxes (18,934) (60,749) (22,720) (251,733) (35,923)
Income taxes 1,520 (920) 299 (1,060) (9,558)
Loss from continuing
operations (17,414) (61,669) (22,421) (252,793) (45,481)
42
Loss after tax from discontinued
operations – (2,817) (2,722) (756) (1,466)
Net loss for the period (17,414) (64,486) (25,143) (253,550) (46,948)
Total loss attributable to non-
controlling interests (324) (1,466) (1,527) (26,523) (5,064)
Owners of the Company (17,090) (63,020) (23,616) (227,027) (41,883)
____________________ (1)
The 2013 figures were restated subsequent to the originally reported financial information in the 2013
Consolidated Annual Financial Statements due to the Group's high level of disposals and acquisitions,
in order to present a more meaningful presentation of financial information. (2)
The 2012 figures were restated subsequent to the originally reported financial information in the
audited consolidated financial statements of the Company and its subsidiaries as of and for the year
ended 31 December 2012 due to the adoption of IAS 19, relating to the recognition and disclosure of
actuarial gains and losses resulting from increases or decreases in the present value of defined benefit
obligations, as well as a change in the consolidation method of accounting for joint ventures.
Consolidated balance sheet data
As of 30
June As of 31 December
2015
2014
2013
(Restated)(1)
2012
(Restated)(2)
(in € thousands)
Non-current assets 349,556 344,630 890,573 1,048,079
Current assets 18,901 28,089 252,156 332,743
Total assets 377,281 374,114 1,171,845 1,387,557
Equity attributable to owners of the
Company
203,544 205,510 175,909 438,493
Non-controlling interests 189 506 87,208 3,797
Total equity 203,733 206,016 263,117 442,290
Non-current liabilities 120,020 138,795 491,269 601,795
Current liabilities 49,515 29,066 389,737 333,680
Total liabilities 173,548 168,098 908,728 945,267
Total equity and liabilities 377,281 374,114 1,171,845 1,387,557
(1)
The 2013 figures were restated subsequent to the originally reported financial information in the 2013
Consolidated Annual Financial Statements due to the Group's high level of disposals and acquisitions,
in order to present a more meaningful presentation of financial information. (2)
The 2012 figures were restated subsequent to the originally reported financial information in the
audited consolidated financial statements of the Company and its subsidiaries as of and for the year
ended 31 December 2012 due to the adoption of IAS 19, relating to the recognition and disclosure of
43
actuarial gains and losses resulting from increases or decreases in the present value of defined benefit
obligations, as well as a change in the consolidation method of accounting for joint ventures.
Consolidated statement of cash
flows data
Six months ended 30
June Year ended 31 December
2015 2014
2014 2013 2012
(in € thousands)
Net cash from / (used in) operating
activities 308 (42,716) 34,534 24,702 142,318
Net cash from / (used in) investing
activities 275 (31,896) (112,652) 8,611 80,464
Net cash from / (used in) financing
activities (2,999) 3,215 (3,252) 32,516 (232,386)
Net increase / (decrease) in cash (2,416) (71,397) (81,370) 65,829 (9,604)
Cash and cash equivalents at the
beginning of the year 7,103 88,669 88,669 23,633 32,849
Cash and cash equivalents at the
beginning of the year of assets
reclassified to assets held for sale(*)
(736) (8,671) - - -
Cash and cash equivalents at the end
of the period 3,951 8,572 7,103 88,669 23,633
* Data published only for the half-year periods in 2015 and 2014
Other key performance indicators
As of 30
June As of 31 December
2015
2014 2013 2012
(in € thousands, unless otherwise indicated)
EPRA Net Asset Value 206,860 210,319 220,405 531,265
Loan-to-Value Ratio 39.8% 38.1% 58.7% 47.9%
44
OPERATING AND FINANCIAL REVIEW
The following discussion and analysis of the Group's financial condition and results of operations should
be read in conjunction with the Consolidated Annual Financial Statements and the Interim Financial
Statements included in the section "Financial Statements", which begins on page F-1 of this Prospectus.
The Consolidated Annual Financial Statements and Interim Financial Statements have been prepared in
accordance with IFRS, as adopted by the European Union and as permitted by Luxembourg Law dated
December 20, 2010 and subsequently amended (the "IFRS"). The following section contains forward-
looking statements, which are based on our management's assumptions regarding our future business
performance. See "Forward-Looking Statements". A number of factors, including the risks described in
the section titled "Risk Factors", may cause our actual results to differ materially from the results
expected on the basis of these forward-looking statements.
Overview
The Company and its subsidiaries (together the "Group") is a real estate group with a major portfolio in
Central and Eastern Europe (the "CEE"). It is principally involved in the development of properties for its
own portfolio or intended to be sold in the ordinary course of business and is also active in leasing
investment properties under operating leases as well as in asset management.
In 2014 and 2015, the Group implemented major changes in its management and business strategy and
completed a significant financial and operational restructuring. The deconsolidation of the Group's
leveraged assets over the first half of 2014 and the accompanying streamlining of the Group's corporate
structure resulted in significant savings in its financing and administrative costs and the Group's real
estate portfolio has become more efficient as a result. Consequently, the Group's LTV ratio as of 31
December 2014 decreased to 38.1% compared to 58.7% as of 31 December 2013 (restated) and 47.9% as
of 31 December 2012 (restated). As of 30 June 2015, the Group's LTV ratio stood at 39.8%. In 2014, net
loss attributable to the owners of the Company decreased to EUR 23.6 million, compared to EUR 227.0
million in 2013 (restated) and EUR 41.9 million in 2012 (restated). In the first six months of 2015, net
loss attributable to the owners of the Company declined to EUR 17.1 million from net loss of EUR 63.0
million in the prior-year period.
Key factors affecting comparability of results of operations and financial condition
During the period under review in this chapter, the Group's results of operations, financial condition and
liquidity have been substantially influenced by the financial and operational restructuring of the Group
undertaken to stabilize its going concern issues (see note 2.1.1 to the 2013 Consolidated Annual Financial
Statements, note 2.2 to the 2014 Consolidated Annual Financial Statements and note 2.1 to the Interim
Financial Statements for details regarding the Group's going concern issues). Through this process, which
included sale of non-strategic assets, the Group's real estate portfolio has become more efficient and
focused. The following are the key transactions taken as part of the Group's restructuring (see also note
1.1 to the 2014 Consolidated Annual Financial Statements).
45
Zlota 44 Disposal
In December 2013, the loan guaranteed by a pledge on the Group's Zlota 44 project in Warsaw went into
default. In April 2014, the Group received a termination notice concerning the Zlota 44 project, calling
for the repayment of the then-outstanding loans (up to EUR 56 million). Subsequently, the Group reached
an agreement with the financing bank to acquire the accelerated Zlota 44 loan and all related securities for
EUR 55 million. That acquisition was executed to release the Group from corporate guarantees of EUR
48.2 million related to Zlota 44 and to allow the Group to organize an ordered sale process of Zlota 44.
The Zlota 44 disposal was carried out in August 2014 and finalized in January 2015 for a final purchase
price amounting to EUR 50 million (the net revenue recognized in the financial statements from the Zlota
44 disposal following settlement of disputes with the Zlota 44 general contractor). The Group used part of
the Zlota 44 proceeds in an amount of EUR 31 million to re-acquire some of the CPI PG shares that were
previously disposed of by the Group to mobilize the required liquidity in order to face the Zlota 44 bank
loan acceleration (see also below).
Suncani Hvar restructuring
In the first half of 2014, SHH, a property in which the Group is a shareholder and which carried
substantial debt, initiated a pre-bankruptcy procedure to allow the restructuring of its operations.
Consequently, the Group disposed of SHH shares representing 24.94% of the SHH shareholding, as well
as its shareholder receivables from SHH. The SHH shares were sold for EUR 1 and receivables were sold
for EUR 2.1 million. As a result of impairments recognized in 2013, the transaction had no material
impact on the Group's 2014 financial results. The restructuring plan was approved in December 2014
(creditors' meeting) and January 2015 (shareholders' meeting). Approval of the plan by the Split
Commercial occurred on 9 June 2015. Further to the decision of the Commercial Court in Split issued on
14 September 2015, which resolved to confirm the capital increase of SHH under the pre-bankruptcy
procedure, the Company`s stake in SHH shareholding decreased from 31.61% to 16.7%. By the adoption
of its financial restructuring plan, SHH's total debt would decrease by HRK 272.4 million, or 47.76%,
which is at the level of debt that SHH could properly settle from operating activities, as it is proven by its
business results with a continuous growth for the past three full years. See also note 18 to the 2014
Consolidated Annual Financial Statements and note 5.4 to the Interim Financial Statements.
Debt restructuring of certain properties
In 2014, the Group focused on restructuring of its debt. In the first half of 2014, the Group completed a
portfolio debt restructuring with Credit Agricole CIB (the "CA") related to three assets pledged as
security for loans provided by CA (Bubenska commercial building in Prague, Hlubocky production plant
near Olomouc and the Dunaj department store in Bratislava). As a result of the restructuring, the Group
transferred ownership of Hlubocky and Dunaj (together with related debt) to CA and retained ownership
of Bubenska with a decreased leverage and extended debt maturity. The Group also completed a long-
term refinancing of the Capellen office building in Luxembourg with BGL BNP Paribas. The loan
guaranteed by a pledge on the Capellen building amounting to EUR 19 million went into default in
December 2013.
Hungarian subsidiaries insolvency
46
In the second half of 2013, the Group initiated a pre-bankruptcy procedure of its three Hungarian
subsidiaries that hold assets known as the Paris Department Store, Vaci 1 (former stock exchange
building) and Szervita to allow the restructuring of its operations. As a result of long-term negotiations
among the biggest creditors throughout 2014, the restructuring plans were approved at creditors meetings
in December and later on by the Budapest Commercial Court. As part of the approved reorganization the
subsidiaries transferred Váci 1 (former stock exchange building) and Szervita assets to the financing bank
and Paris Department Store to the Hungarian Republic, which exercised its preemption right. Within the
reorganization settlement the Group paid to the financing bank EUR 9 million in consideration of the
release of corporate guarantees provided by the Company as well as the release of pledges on Vaci 188
project, which was cross-collateralized in favour of the financing bank. The Group intends to proceed
with orderly disposals of its remaining Hungarian assets, in line with its strategy to exit the Hungarian,
Slovak and Croatian (with the exception of SHH) markets.
Loss of control over CPI PG
In May 2013, the Group sold shares in CPI PG (formerly Orco Germany S.A.) for EUR 8 million.
Furthermore, during March and April 2014, CPI PG implemented a capital increase without the Group's
participation, leading to a decrease in the Group's share in CPI PG from 58.5% to 44.4%. This, together
with a change in CPI PG's management, resulted in a loss of the Group's control over CPI PG (including
loss of access to CPI PG's cash flows, which represented EUR 52 million out of the Group's EUR 89
million total consolidated cash position at 31 December 2013). In June 2014, the Group sold 108 million
shares in CPI PG for EUR 55 million, which were used to pay for the acquisition of the loan receivables
and collateral related to the Zlota 44 project from the lender, as described above. In September 2014, the
Group subscribed for new CPI PG shares in an amount of EUR 31 million. In addition, the Group entered
into a put option agreement with Radovan Vitek (a major shareholder of CPI PG) concerning the disposal
of a significant portion of the Group's shares in CPI PG (approximately 41% of the total shares currently
held by the Group), pursuant to which the Group has the right to require Mr. Vitek to purchase a part of
these shares held by the Group, for a period of two years at a price of EUR 31.0 million. The Group's total
shareholding in CPI PG as of 30 June 2015 amounted to 4.82% (31 December 2014: 4.82%; 31 December
2013: 58.48%). The Group deconsolidated CPI PG from its financial statements in 2014. See also note 18
to the 2014 Consolidated Annual Financial Statements and notes 5.2 and 9 to the Interim Financial
Statements.
Restructuring of notes issued in 2012
Effective November 2014, the Group managed to renegotiate and amend the terms and conditions of its
notes issued in October 2012 under ISIN Code XS0820547742 in EUR 73.1 million initial denomination
(the "New Notes"). In relation to the amendment, the Company paid EUR 1 million to the noteholders as
interest and an amendment fee. The Company also made a "mandatory prepayment on the Zlota 44
disposal" of EUR 15.0 million. In addition, on 30 January 2015, the Company made another "mandatory
prepayment on the Zlota 44 disposal" with respect to the New Notes in the amount of EUR 2.2 million.
Accordingly, the outstanding amount of the New Notes was EUR 65.1 million as of 30 June 2015.
Capital decrease and equity raising
47
In August 2013, the Company increased its capital by EUR 15 million through the issuance of new shares
to existing shareholders.
In April 2014, the Company decreased its corporate capital from EUR 229.0 million to EUR 114.5
million without cancellation of shares, by decreasing the par value of the Company's shares from EUR 2
to EUR 1 per share. Subsequently, in May 2014, the Company's capital was further decreased to
EUR 11.5 million without cancellation of shares, by decreasing the par value of the Company's shares
from EUR 1 to EUR 0.10 per share.
In November 2014, the Group raised EUR 59.2 million of new equity, improving its balance sheet, by
issuing 200 million new shares. Two investors, Aspley Ventures Limited (an entity closely associated
with Mr. Pavel Spanko) and Fetumar Development Limited (an entity closely associated with Mr. Jan
Gerner), subscribed the new capital in equal shares. As of 10 November 2014, the Company's capital
amounted to 314,507,629 shares and has not changed to the date of this Prospectus.
Disposals and acquisitions
In 2013, the Group sold all of the units it held in the Office and Office II sub-funds of the Endurance Real
Estate Fund for a total price of EUR 10 million. Furthermore, in May 2013, the Group completed the
disposal of a land plot U Hranic (Czech Republic) for EUR 4.3 million.
In December 2014, the Group disposed of its stake in Mamaison hospitality portfolio for EUR 13.3
million, thereby exiting its final investment in Russia. See also note 10.1.1 to the 2014 Consolidated
Annual Financial Statements for additional details.
In line with its new strategy focused on real estate development project, in November 2014, the Group
acquired four new development projects with an aggregate of 186 thousand SQM of developable land,
mainly in Prague, for EUR 44.0 million. In addition, in December 2014, the Group acquired a brownfield
area in Brno (Czech Republic) with an area of approximately 22.5 hectares, for EUR 13.95 million. In
March 2015, the Group completed the acquisition of a development project located in Prague 10
comprising approximately 33 thousand SQM of developable land directly adjacent to the Group's already
owned land, for EUR 5.7 million.
Due to the above-described events, the Group's results of operations between the periods covered in this
chapter are not fully comparable. In order to present a more meaningful comparison between 2013 and
2014, the Company restated its previously reported 2013 financial results. Such figures are presented in
the "restated" column in the 2014 Consolidated Annual Financial Statements included in this Prospectus.
In addition, the Group restated its previously reported 2012 financial results (as presented in the "restated"
column in the 2013 Consolidated Annual Financial Statements included in this Prospectus). These
restatements were made to reflect certain changes in accounting policies as described in note 2.1.3 to the
2013 Consolidated Annual Financial Statements. In this chapter, such restated 2013 and 2012 figures are
used, unless otherwise indicated.
Segmentation
48
The Group has two reporting segments: Development and Property Investments. For more information on
the Group's segment reporting, see note 5.1 to the 2014 and 2013 Consolidated Annual Financial
Statements and note 3 to the Interim Financial Statements.
Results of operations
Comparison of the six months ended 30 June 2015 and 30 June 2014
The following table presents a comparison of the Group's results of operations for the periods indicated:
49
Six months ended 30 June
Change
2015 2014
2015/2014
(in € thousands) (in %)
Revenue 7,330 16,805 -56.4
Sale of goods 770 7,892 -90.2
Rent 3,974 5,037 -21.1
Hotels and restaurants ― 1,040 n.m.
Services 2,586 2,836 -8.8
Net gain / (loss) from fair value adjustments on
investment property (13,976) (469) ˃−100
Other operating income 108 244 -55.7
Net result on disposal of assets 73 9 ˃+100
Cost of goods sold (865) (6,452) 86.6
Employee benefits (514) (15,332) 96.5
Amortization, impairments and provisions 4,994 (9,974) ˃+100
Other operating expenses (8,346) (8,839) 5.6
Operating result (11,196) (24,008) 53.4
Interest expense (5,717) (13,642) 58.1
Interest income 441 882 -50
Foreign exchange result 1,638 (2,842) ˃+100
Other net financial results (7,104) (20,933) 66.1
Financial result (10,742) (36,535) 70.6
Share of profit or loss of entities accounted for
using the equity method 3,004 (206) ˃+100
Loss before income taxes (18,934) (60,749) 68.8
Income taxes 1,520 (920) ˃+100
Loss from continuing operations (17,414) (61,669) 71.8
Loss after tax from discontinued operations ― (2,817) n.m.
Net loss for the period (17,414) (64,486) 73.0
Total loss attributable to non-controlling interests (324) (1,466) 77.9
Owners of the Company (17,090) (63,020) 72.9
The results of the first six months of 2015 have shown stabilization after the reorganisation of the Group
throughout 2014. In line with this, the Group recorded lower net loss attributable to owners of the
Company in the amount of EUR 17.1 million compared to a loss of EUR 63.0 million in the first half of
2014.
50
Revenue
Revenue comprises sale of goods, rent, hotel and restaurants and services. In the first six months of 2015,
total revenue decreased by EUR 9.5 million year-on-year to EUR 7.3 million, mainly as a result of sales
of residential units on finished projects V Mezihori and Mostecka in Prague, which were completed in
2014. Renting properties contributed EUR 0.8 million to total rent revenue in the first six months of 2015
compared to EUR 7.9 million in the prior-year period.
The decline in revenue was attributable primarily to the Development segment, where revenue decreased
from EUR 8.1 million in the first half of 2014 to EUR 1.3 million in the first half of 2015. Residential
development sales declined from EUR 8.0 million in the first half of 2014 to EUR 0.8 million in the first
half of 2015. The main contributors of revenues recognized in the first half of 2015 were projects V
Mezihori (EUR 0.3 million) and Benice I (EUR 0.4 million) in Prague, for total revenue generated in the
Czech Republic of EUR 0.7 million, compared to EUR 6.6 million in the first six months of 2014. In
addition, Klonowa Aleja in Warsaw contributed EUR 0.1 million to revenue in the first half of 2015, for
total revenue generated in Poland of EUR 0.1 million, compared to EUR 0.6 million in the prior-year
period. Commercial development revenue in the first half of 2015 increased slightly by EUR 0.4 million
compared to the prior-year period. The only contributor was rental revenue generated on project
Zbrojovka Brno.
Revenue in the Property Investments segment amounted to EUR 6.0 million in the first six months of
2015 compared to EUR 8.7 million in the prior-year period, a decline of 31.3%. Revenue from rental and
hospitality activities amounted to EUR 6.0 million in the first half of 2015, which is lower compared to
EUR 7.6 million over the same period in 2014. Main contributors to the decrease of EUR 2.3 million on
rental activity were disposed assets Hlubočky and Dunaj (EUR 1.1 million) and deconsolidated
Hungarian assets which ceased to contribute to revenue after loss of control as a result of the bankruptcy
procedure (EUR 0.6 million).
Operating expenses (including employee benefits) decreased to EUR 8.9 million in the first six months of
2015 from EUR 24.2 million in the prior-year period. The decrease was due mainly to reduction in
headcount and one-off expenses related to termination indemnities, which occurred in 2014. Other
operating expenses increased by EUR 2.1 million in the first six months of 2015 compared to the prior-
year period due to a write-off of receivables of the Group's Hungarian companies.
Operating expenses can be split into direct asset or project costs generating revenues ("operation costs")
which amounted to EUR 3.6 million in the first six months of 2015 (EUR 6.0 million in the first six
months of 2014) and general management or services expenses ("service companies costs") in the amount
of EUR 5.2 million in the first six months of 2015 (EUR 18.2 million in the first six months of 2014).
The following table sets forth a breakdown of the Group's operating expenses for the periods indicated:
51
Six months ended 30 June
2015
2014
(in € thousands)
Leases and rents (57) (178)
Building maintenance and utilities supplies (1,303) (2,078)
Marketing and representation costs (220) (726)
Administration costs (4,111) (4,954)
Taxes other than income tax (366) (643)
Hospitality specific costs 0 (106)
Other operating expenses (2,290) (155)
Employee benefits (514) (15,332)
Total operating expenses (8,861) (24,171)
Valuation adjustments and impairments
The net revaluation loss for the first six months of 2015 amounted to EUR 14.0 million, which was the
result of new valuations performed in June on all properties. The impact of fair value adjustments and
impairments on real estate assets or investments at 30 June 2015 is detailed by country as follows:
Freehold
buildings
Extended
stay
hotels
Land
bank Total
(in € thousands)
Czech Republic 974 ― (10,923) (9,949)
Poland (1,120) ― ― (1,120)
Croatia ― ― (407) (407)
Hungary (2,660) ― ― (2,660)
Luxembourg 160 ― ― 160
Total (2,646) ― (11,330) (13,976)
Operating result
Operating result improved from a loss of EUR 24.0 million in the first half of 2014 to a loss EUR 11.2
million in the first half of 2015. This improvement was driven mainly by reduced costs associated with
termination indemnities paid in the first half of 2014 in the amount of EUR 12.3 million.
Adjusted EBITDA
52
Adjusted EBITDA deteriorated in the first half of 2015 to a loss of EUR 2.3 million compared to a loss of
EUR 1.3 million in the prior-year period. Following the improvement of operating result, the
Development segment reported improved adjusted EBITDA in the first half of 2015 in the amount of
EUR 2.7 million.
In Property Investments, the EBITDA decline of EUR 3.8 million in the first six months of 2015 was
impacted mainly by lower EBITDA in renting activity, which decreased by EUR 3.5 million due to
decreased revenue and no termination indemnities contributing in the first half of 2015, but reported in
the first half of 2014.
Development
Property
Investments Total
(in € thousands)
Operating result (first six months of 2015) (11,476) 279 (11,197)
Net gain or loss from fair value adjustments on investment
property 11,321 2,655 13,976
Amortization, impairments and provisions (822) (4,172) (4,994)
Termination indemnities ― ― ―
Net result on disposal of assets ― (73) (73)
Adjusted EBITDA (first six months of 2015) (977) (1,311) (2,288)
Adjusted EBITDA (first six months of 2014) (3,732) 2,462 (1,270)
Variation year on year 2,755 (3,773) (1,018)
Financial result
Financial result comprises interest expense, interest income, foreign exchange result and other net
financial results. Improved other net financial results amounted to a loss of EUR 7.1 million in the first
half of 2015, compared to a loss of EUR 20.9 million over the same period in 2014, reflecting the
stabilization of the Group following its reorganisation. The following table sets forth the Group's other net
financial results for the periods indicated:
Six months ended 30 June
2015 2014
(in € thousands)
Change in fair value and realized result on derivative instruments 158 (117)
Change in fair value and realized result on other financial assets (2.121) (20,224)
Other net financial results (156) (592)
Realized result on repayment of borrowings (4,188) ―
Result on disposal of subsidiaries (797) ―
Total (7,104) (20,933)
53
Other net financial results for the first half of 2015 were impacted mainly by change in fair value and
realized result on other financial assets, which related to: (i) impairment of the receivable related to a
disposal of the Radio Free Europe building of EUR 0.6 million, (ii) dividends from Residential sub-fund
of the Endurance Real Estate Fund in the amount of EUR 0.5 million and (iii) negative revaluation of
EUR 2.0 million realized on investment in the Endurance Real Estate Fund.
Realized result on repayment of borrowings of EUR -4.2 million in the first half of 2015 related mainly to
adjustment on early payment of Safeguard Plan liabilities (e.g., bonds) of EUR 2.1 million and the
Company corporate guarantee issued in respect of Stein project of EUR 1.8 million, which has been
called further to Stein project’s default.
Comparison of the years ended 31 December 2014 and 31 December 2013
The following table presents a comparison of the Group's results of operations for the periods indicated:
Year ended 31 December
Change
2014
2013
(Restated)(1
)
2014/2013
(Restated)
(in € thousands) (in %)
Revenue 75,176 66,877 +12.4
Sale of goods 60,691 45,525 +33.3
Rent 8,507 12,006 −29.1
Hotels and restaurants 1,032 2,368 −56.4
Services 4,946 6,978 −29.1
Net gain / (loss) from fair value adjustments on
investment property 2,073 (57,840) ˃+100
Other operating income 445 873 −49.0
Net result on disposal of assets 29 192 −84.9
Cost of goods sold (58,840) (36,591) −60.8
Employee benefits (16,113) (10,451) −54.2
Amortization, impairments and provisions 38,256 (138,421) ˃+100
Other operating expenses (15,065) (18,673) +19.3
Operating result 25,961 (194,034) ˃+100
Interest expense (21,115) (21,689) +2.7
Interest income 2,181 1,800 +21.2
Foreign exchange result (46) (3,447) +98.7
Other net financial results (29,208) (33,951) +14.0
Financial result (48,188) (57,287) +15.9
Share of profit or loss of entities accounted for
using the equity method (493) (413)
−19.4
54
Loss before income taxes (22,720) (251,733) +91.0
Income taxes 299 (1,060) ˃+100
Loss from continuing operations (22,421) (252,793) +91.1
Loss after tax from discontinued operations (2,722) (756) ˃−100
Net loss for the period (25,143) (253,550) +90.1
Total loss attributable to non-controlling interests (1,527) (26,523) +94.2
Owners of the Company (23,616) (227,027) +89.6
(1)
The 2013 figures were restated subsequent to the originally reported financial information in the 2013
Consolidated Annual Financial Statements due to the Group's high level of disposals and acquisitions,
in order to present a more meaningful presentation of financial information.
Revenue
The Group's revenue increased by EUR 8.3 million, or 12.4%, from EUR 66.9 million in 2013 (restated)
to EUR 75.2 million in 2014. The increase was primarily a result of sale of goods increasing from EUR
45.5 million in 2013 (restated) to EUR 60.7 million in 2014 due to in large part to the sale of the Zlota 44
project in Poland. Rental income decreased from EUR 12.0 million in 2013 (restated) to EUR 8.5 million
in 2014 mainly due to the sale of assets, deconsolidation of certain Hungarian assets due to bankruptcy
procedures and lower rental revenues of certain properties in Warsaw. Revenue from hotels and
restaurants decreased from EUR 2.4 million in 2013 (restated) to EUR 1.0 million in 2014 due primarily
to the loss of control of SHH during restructuring procedures in 2014. Revenue from services decreased
from EUR 7.0 million in 2013 (restated) to EUR 4.9 million in 2014.
Within the Development segment, revenue increased from EUR 46.3 million in 2013 (restated) to EUR
61.3 million in 2014. Residential development sales increased from EUR 26.0 million in 2013 (restated)
to EUR 61.1 million in 2014. 61 units were delivered in 2014, including 54 in Prague (-63% year-on-
year), 4 in Warsaw (-87% year-on-year) and 3 in Bratislava (-75% year-on-year), compared to 189 units
in 2013. The decrease was due to lower existing inventory, no new projects initiated and loss of control
over CPI PG with Naunynstrasse residential project (Naunynstrasse is not included in the number of
units). In 2014, the main contributors to the revenue were:
In Prague: V Mezihori (EUR 4.6 million), Benice (EUR 2.5 million) and Mostecka (EUR 1.4
million) generated total revenue in the Czech Republic of EUR 9.0 million to be compared to
EUR 18.5 million in 2013;
In Warsaw: Zlota 44 project with revenue from sale amounting to EUR 50.0 million; Klonowa
Aleja (EUR 0.4 million) and Feliz Residence (EUR 0.2 million). Total revenue generated in
Poland in 2014 was EUR 50.8 million to be compared to EUR 3.9 million in 2013; and
In Bratislava: Koliba for EUR 0.8 million (year-on-year decrease of EUR 2.7 million).
Commercial development revenue for 2014 significantly decreased by EUR 20.0 million compared to
2013, when the Group closed the sale of a part of the Bubny plot to Unibail Rodamco for that amount.
55
Within the Property Investments segment, revenue declined from EUR 20.6 million in 2013 (restated) to
EUR 13.9 million in 2014. Rental activity and management services generated revenue of EUR 12.8
million in 2014, which is lower compared to EUR 18.1 million in 2013. Main contributors to the decrease
of EUR 5.3 million on rental activity are the deconsolidated Hungarian assets which ceased to contribute
to revenue after loss of control as a result of the bankruptcy procedure (EUR 1.8 million), sold assets
Hlubocky and Dunaj (EUR 1.3 million) and lower rental revenues of Marki in Warsaw (EUR 0.4
million). Revenue from asset management services decreased as a result of the sale of Endurance Real
Estate Fund assets. Hospitality revenue amounting to EUR 1.1 million in 2014 decreased by EUR 1.4
million compared to 2013. After the loss of control over SHH, the only contributor to revenue from
hospitality activities in 2014 was Pachtuv Palace, which was included in the termination package and
transferred to a new owner in July 2014.
Operating expenses and employee benefits
As detailed in the table below, the total operating expenses including employee benefits increased by
7.1% from 2013 to 2014. Excluding expenses related to termination indemnities, Zlota 44 project and
Hungarian deconsolidated entities, the operating expenses would amount to EUR 17.5 million for 2014.
Year ended 31 December
2014
2013
(restated)
(in € thousands)
Leases and rents (339) (1,249)
Building maintenance and utilities supplies (3,863) (5,210)
Marketing and representation costs (1,175) (2,884)
Administration costs (7,946) (6,924)
Taxes other than income tax (1,354) (1,588)
Hospitality specific costs (105) (220)
Other operating expenses (284) (598)
Employee benefits (16,113) (10,451)
Total operating expenses (31,179) (29,123)
Operating costs (i.e. direct asset or project costs generating revenues) amounted to EUR 8.8 million in
2014 (EUR 12.3 million in 2013) and service companies costs (i.e. general management or services
expenses) amounted to EUR 22.4 million in 2014 (EUR 16.8 million in 2013).
As a result of strong reduction of local teams and termination indemnities paid during 2014, employee
benefits increased by EUR 5.7 million compared to 2013, reaching EUR 16.1 million in 2014. Employee
benefits excluding termination indemnities (EUR 11.0 million) went down by EUR 5.3 million,
amounting to EUR 5.1 million in 2014 (EUR 10.5 million in 2013).
56
Net gain or loss on disposal of assets
In 2014, the Group finalized the transfer of Hlubocky and Dunaj assets, as discussed above. The
transaction price was reflected in the fair value of the properties at 31 December 2013 and so, the disposal
had no effect on 2014 results.
Disposal of the Zlota 44 project resulted in a partial reversal of impairment losses accumulated in
previous year in the amount of EUR 34.3 million. The total consideration in the amount of EUR 50.0
million was included in the revenues generated from sale of goods in 2014. The same amount was
charged to the income statement as a cost of goods sold.
Valuation adjustment, impairments, amortization and provisions
The net revaluation gain on investment properties recorded in 2014 amounted to EUR 2.1 million and
resulted from positive revaluation of properties in the Czech Republic and Hungary.
The impact of fair value adjustment and impairments on real estate assets is detailed by country as
follows:
Year ended
31 December 2014
Year ended
31 December 2013
Revaluation Impairment Total Revaluation Impairment Total
(in € thousands)
Czech Republic 2,652 (1,612) 1,040 (26,795) (12,222) (39,017)
Poland (1,270) 34,277 33,007 (1,683) (121,031) (122,899)
Hungary 2,131 ― 2,131 (24,405) ― (24,405)
Slovakia ― (13) (13) (4,888) 254 (4,634)
Luxembourg (1,440) ― (1,440) 110 ― 110
Croatia ― ― - 6 ― 6
Total 2,073 32,652 34,725 (57,840) (132,999) (190,839)
The main movements in fair value in 2014 were as follows:
In the Czech Republic, the fair value decreased for Bubenska (EUR 0.5 million) and went up for
freehold buildings Hradcanska (EUR 0.4 million) and Na Porici (EUR 0.9 million); the value of
the land bank in the Czech Republic went up thanks to Praga – an increase by EUR 1.1 million;
In Poland, the market value of Diana Office went down by EUR 0.2 million. Also, the value of
logistic park Marki decreased by EUR 1.1 million;
In Hungary, the increase related to the freehold buildings Vaci 188 (EUR 1.5 million) and
Vaci 199 (EUR 0.6 million); and
In Luxembourg, the value of Capellen office building decreased by EUR 1.4 million.
57
The reversal of impairment charges in Poland is attributable to Zlota 44. Following the sale, impairment
recorded in 2013 (EUR 120.8 million) was partially reversed in the amount of EUR 34.3 million
reflecting the sales price exceeding the net book value of the project. In addition, a provision of EUR 13.2
million related to payments claimed by Zlota 44 general contractor has been released as the sales price
was reduced for potential indemnities provided to the buyer.
The total gross transaction price of EUR 63.3 million agreed in August 2014 was partially deferred and
subject to settlement of disputes with the general contractor. The purchase price was finally agreed and
decreased by EUR 13.3 million used for the settlement of the disputes. The final purchase amounted to
EUR 50.0 million.
Operating result
The operating profit for 2014 amounted to EUR 26.0 million compared to an operating loss of EUR 194.0
million in 2013 (restated). This significant improvement is attributable to the sale of the Zlota 44 project
concluded in August 2014 with total net impact of EUR 47.5 million.
In contrast, the operating result was negatively influenced by indemnity payments for termination
agreements in the aggregate amount of EUR 11.0 million, concluded in the first half of 2014 and
completed and finally settled throughout the year.
Adjusted EBITDA
Unlike the operating result, adjusted EBITDA decreased by EUR 5.5 million and amounted to EUR -3.4
million in 2014, compared to EUR 2.0 million in 2013. The sale of Zlota 44 project itself did not
contribute to EBITDA as both revenue and cost of goods sold amount to EUR 50.0 million. As EBITDA
is adjusted for non-cash items, the reversal of impairment for Zlota 44 did not influence this measure. The
other projects were not in the position to generate sufficient revenue to cover all the operating expenses,
including administration costs and consultancy fees.
The Development segment reported a decrease of EUR 4.6 million in 2014 compared to 2013, which was
driven mainly by residential activity with negative EBITDA of EUR 9.4 million. The residential activity
included revenue from the sale of Zlota 44 and absorbed major part of operating expenses which are
allocated based on the portion of revenue generated in each segment. As described above, the sale of
Zlota 44 project had no impact on EBITDA.
In Property Investments, adjusted EBITDA decreased by EUR 0.8 million in 2014 compared to 2013.
This negative variation was impacted by Management services activity due to lower amount of
management fees from sold Endurance Real Estate Fund assets.
Development
Property
Investments Total
(in € thousands)
Operating result (as of 31 December 2014) 25,648 313 25,961
Net gain or loss from fair value adjustments on investment (1,177) (896) (2,073)
58
Development
Property
Investments Total
(in € thousands)
property
Amortization, impairments and provisions (42,390) 4,134 (38,256)
Termination indemnities 8,943 2,030 10,973
Net result on disposal of assets 19 (47) (28)
Adjusted EBITDA (as of 31 December 2014) (8,958) 5,533 (3,425)
Adjusted EBITDA (as of 31 December 2013) (reported) (4,314) 6,348 2,034
Variation year on year (4,644) (815) (5,459)
Financial result
The Group's financial result in 2014 was a loss of EUR 48.2 million compared to a loss of EUR 57.3
million in 2013 (restated). The 2014 financial loss was primarily due to interest expenses accrued on bank
loans and bonds issued by the Group and from extraordinary financial charges related to the Group's
restructuring of its financial debts. In addition, the Group suffered severe accounting losses due to the
deconsolidation of certain assets which are recorded in the other net financial result, as described below.
In 2014, gross interest expenses recorded in profit and loss reached EUR 21.1 million compared to
EUR 21.7 million in 2013. Out of these EUR 21.1 million, EUR 7.6 million were paid cash (as shown in
the consolidated cash flow statement). The interests on Safeguard Plan bonds and the New Notes
increased from EUR 9.3 million in 2013 to EUR 10.4 million in 2014.
The interests on bank loans decreased from EUR 12.4 million in 2013 to EUR 10.7 million in 2014.
Disposal of highly leveraged assets had a positive effect on total interest on bank loans which decreased
due to lower interest paid on loans financing investment properties (EUR 4.3 million in 2014 compared to
EUR 10.7 million in 2013). On the other hand, interests on bank loans for development projects increased
from EUR 1.6 million in 2013 to EUR 6.4 million in 2014 due to suspension of interest capitalization for
Zlota 44 bank loan following the decision to stop development and sell the project as is.
The following table sets forth the Group's other net financial results:
Year ended 31 December
2014
2013
(Restated)
(in € thousands)
Impairment of long-term receivables - (37,864)
Change in fair value and realized result on derivative instruments (69) 1,218
Change in fair value and realized result on other financial assets (7,534) (11,619)
Realized result on repayment of borrowings (3,474) 14,891
Result on disposal of subsidiaries (17,646) -
Other net financial results (485) (578)
59
Year ended 31 December
2014
2013
(Restated)
Total (29,208) (33,952)
Change in fair value and realized result on other financial assets in 2014 related to:
negative revaluation of EUR 9.7 million realized on a loan provided to hospitality joint venture
prior to its disposal;
further impairment of RFE promissory note of EUR 1.1 million;
a dividend received from Endurance Residential Sub Fund in the amount of EUR 1.6 million; and
reversal of impairment of EUR 1.5 million recognized on Endurance Residential Sub Fund.
The result on repayment of borrowings in 2014 consisted of loss recognized in relation to revaluation of
the New Notes after the amendment of their terms and conditions.
Result on disposal of subsidiaries in 2014 included the following:
a gain recognized in relation to the deconsolidation of Hungarian entities of EUR 25.6 million;
a loss upon deconsolidation of CPI PG of EUR 34.8 million and a loss on disposal of CPI PG
shares of EUR 2.9 million;
a settlement payment of EUR 9.0 million transferred to financing bank of Hungarian assets in
bankruptcy. In consideration the bank waived the guarantee provided by the Company in respect
of the assets and released the mortgage over Vaci 188 asset;
a loss upon disposal of hospitality joint venture and related loan receivables in the amount of
EUR 6.5 million;
a gain of EUR 3.0 million resulting from deconsolidation of Orco Project, sp. z o.o. with negative
net asset value due to declaration of bankruptcy of the company; and
a gain related to deconsolidation of company Szczecin Project, sp. z o.o. in the amount of
EUR 5.4 million.
Share on profit or loss of entities accounted for using the equity method
The share of profits or losses of joint ventures recognized in the Group's income statement in 2014
amounted to a loss of EUR 0.4 million, compared to a EUR 0.5 million loss in 2013 (restated). As of 31
December 2014, the Group was involved in two joint ventures (Kosik and Uniborc).
60
Kosik is a joint venture established with GE dedicated to residential development in the south-east area of
Prague. The Group has a 50% interest in Kosic S.à r.l., a Luxembourg based holding company which in
turn holds 100% of two operational companies seated in the Czech Republic - SV Fáze II, s.r.o. and SV
Fáze III, s.r.o. The carrying amount of Group's investment in Kosik joint venture was nil as at 31
December 2014 (2013: EUR 0.1 million) as the Group's share of losses exceeded the carrying amount of
interest in the joint venture. Losses in excess of the interest amounting to EUR 0.2 million were applied to
a loan receivable provided to Kosik joint venture by the Group. A provision of EUR 1.8 million in 2014
(2013: EUR 3.5 million) was accrued in the liabilities of the joint venture to cover the onerous contract on
the minimum return guaranteed to the partner. When this agreed amount will be paid by the joint venture
to the other joint partner, their 50% share will be transferred to the Group for no consideration. On 3
September 2015, GE sold its stake in Kosic S.à r.l. to a third party.
Uniborc S.A is a joint venture constituted in 2013 with Unibail Rodamco aimed at developing a shopping
center in the Bubny area, Prague. The Group's shareholding is 20%. The Group has an option until the
start of the works for the future shopping mall to increase its shareholding to 50% at acquisition cost in
the joint venture plus interest. The net liabilities of the joint venture amounted to EUR 1.9 million as at 31
December 2014. Losses in excess of the interest amounting to EUR 0.4 million were applied to a loan
receivable provided to Uniborc joint venture by the Group.
As of 31 December 2013, the Group held a 44% interest in the joint venture Hospitality Invest S.á r.l.,
created by Endurance Hospitality Assets S.à r.l., a Group subsidiary and a joint partner AIG. The interest
was sold in 2014 in line with the Group's new strategy for EUR 13.3 million.
Loss from continuing operations
Loss from continuing operations comprises loss before income taxes and income taxes. Over the year
2014, a significant group of activities (relating to both investment properties and hotels) were excluded
from the scope of consolidation in the Company's financial information. These activities contributed to
the Group results until the date of loss of control and are presented as discontinued operations. To provide
a more reliable view on the development of the Group activities and to comply with IFRS guidance, the
consolidated income statement is presented excluding discontinued operations, the net impact of which is
disclosed on a separate line.
Loss from continuing operations comprises loss before income taxes and income taxes. The loss from
continuing operations for 2014 amounted to EUR 22.4 million, compared to EUR 252.8 million for 2013
(restated). This decrease is primarily due to the reasons discussed above. The income tax recognized in
the income statement amounted to EUR 0.3 million in 2014 and was composed of EUR 0.4 million of
current income tax revenue which related to the return of income tax paid in respect of previous years and
EUR 0.1 million of deferred tax expenses. The Group paid EUR 0.1 million of current income taxes in
2014.
Net loss for the period
Net loss for the period comprises loss from continuing operations and loss after tax from discontinued
operations. In 2014, the net loss for the period amounted to EUR 25.1 million compared to EUR 252.8
million in 2013 (restated).
61
Owners of the Company
The net loss attributable to the owners of the Company in the amount of EUR 23.6 million for 2014,
compared to EUR 227.0 million in 2013 (restated), has been driven mainly by the negative financial result
of EUR 48.2 million and exceptional one-off expenses recognized in the operating result.
Comparison of the years ended 31 December 2013 and 31 December 2012
The following table presents a comparison of the Group's results of operations for the periods indicated:
Year ended 31 December
Change
2013
(Restated)(1)
2012
(Restated)(2)
2013/2012
(Restated)
(in € thousands)
(in %)
Revenue 66,877 244,708 −72.7
Sale of goods 45,525 140,687 −67.6
Rent 12,006 66,074 −81.8
Hotels and restaurants 2,368 19,305 −87.7
Services 6,978 18,641 −62.6
Net gain / (loss) from fair value adjustments on investment
property (57,840) (7,086)
˃−100
Other operating income 873 9,473 −90.8
Net result on disposal of assets 192 1,399 −86.3
Cost of goods sold (36,591) (141,071) +74.1
Employee benefits (10,451) (26,736) +60.9
Amortization, impairments and provisions (138,421) (50,598) ˃−100
Other operating expenses (18,673) (53,819) +65.3
Operating result (194,034) (23,730) ˃−100
Interest expense (21,689) (63,960) +66.1
Interest income 1,800 3,812 −52.8
Foreign exchange result (3,447) 6,476 ˃−100
Other net financial results (33,951) 54,425 ˃−100
Financial result (57,287) 755 ˃−100
Share of profit or loss of entities accounted for using the
equity method (413) (12,948)
+96.8
Loss before income taxes (251,733) (35,923) ˃−100
Income taxes (1,060) (9,558) +88.9
Loss from continuing operations (252,793) (45,481) ˃−100
Loss after tax from discontinued operations (756) (1,466) +48.4
62
Net loss for the period (253,550) (46,948) ˃−100
Total loss attributable to non-controlling interests (26,523) (5,064) ˃−100
Owners of the Company (227,027) (41,883) ˃−100
(1)
The 2013 figures were restated subsequent to the originally reported financial information in the 2013
Consolidated Annual Financial Statements due to the Group's high level of disposals and acquisitions, in
order to present a more meaningful presentation of financial information.
(2) The 2012 figures were restated subsequent to the originally reported financial information due to changes
in accounting policies as further described in note 2.1.3 to the 2013 Consolidated Annual Financial
Statements.
The following analysis of the results of operations in the 2013 and 2012 financial years is condensed due
to the limited comparability of the restated 2013 financial results with the 2012 financial results. Due to
the significant changes to the scope of the Group's activities following its restructuring in 2014, the Group
believes that the 2013 (restated) and 2012 comparison is of limited informational value. Therefore, only
selected key income statement line items are discussed below.
Revenue
The Group's revenue decreased by EUR 177.8 million, or 72%, from EUR 244.7 million in 2012
(restated) to EUR 66.9 million in 2013 (restated). This decrease was primarily due the sale of a major
asset, the Sky office complex in Düsseldorf, in 2012 (contributing EUR 121.6 million in revenue), which
negatively impacted the Group's Development segment revenue. In 2013, the sale of the Bubny plot
(Czech Republic) generated EUR 20.0 million and the project V Mezihori in Prague contributed EUR
12.9 million to revenue. Rental income decreased from EUR 66.1 million in 2012 (restated) to EUR 12.0
million in 2013 (restated) primarily due to excluded rental income from Germany portfolio (EUR 48.2
million), no rental revenue from sold assets - Sky office (EUR 3.3 million) and RFE (EUR 1.9 million).
Revenue from hotels and restaurants decreased from EUR 19.3 million in 2012 (restated) to EUR 2.7
million in 2013 (restated). As a result of the Group's previous joint ventures no longer being fully
consolidated, SHH and Pachtuv Palace were the only hospitality activities contributing to revenue for
2013. Revenue from services decreased from EUR 18.6 million in 2012 (restated) to EUR 7.0 million in
2013 (restated) primarily due to the sale and liquidation of the Endurance Real Estate Fund.
Within the Development segment, revenue declined by almost EUR 100.0 million in 2013 due to absence
of Sky office revenue from 2012 (EUR 121.6 million). On the other hand, 2013 revenue was positively
influenced by the sale of Bubny plot for EUR 20.0 million and contribution of the project V Mezihori
(EUR 12.9 million).
Residential development revenue increased from EUR 20.8 million in 2012 to EUR 26.1 million in 2013.
162 units were delivered, including 118 in Prague (+513% year-on-year), 31 in Warsaw (-37% year-on-
year), 12 in Bratislava (-33% year-on-year) and 1 in Berlin (-87% year-on-year) compared to 97 units in
2012. The main driver of this increase was the V Mezihori project in Prague (EUR 12.9 million) with 102
units delivered after its completion in the third quarter in 2013. Decrease in other countries was due to
lower existing inventory and no new projects initiated.
63
Commercial development revenue was significantly impacted by sales in both 2012 and 2013. In
December 2012, the Group sold the Sky Office building in Düsseldorf generating revenue of EUR 117.3
million. Together with the sale, the Group lost annual rent and management fee amounting to EUR 4.3
million. The main contributor to 2013 remained the sale of Bubny plot to Unibail Rodamco (EUR 20.0
million).
Within the Property Investments segment, revenue is not directly comparable between 2013 and 2012 due
to the restatement of the 2013 figures following the Group's significant restructuring in 2014. On an "as
reported" basis, Property Investments revenue rose by 1.2% in 2013 compared to 2012. The absence of
contribution of the Radio Free Europe building revenue (EUR 2.2 million in 2012) and decrease of
Endurance fees (EUR -1.4 million year-on-year) were more than compensated by strong performance of
Berlin rental portfolio (EUR +3.2 million year-on-year) and rising revenue of hospitality activity (EUR
+1.4 million year-on-year).
Operating result
The operating loss for the year 2013 (restated) amounted to EUR 194.0 million compared to an operating
loss of EUR 23.7 million in 2012 (restated). This significant decline reflects past difficulties in the
Central European real estate markets, including impairment losses recognized on some of the Group's
residential projects and negative market valuation of investment properties in Hungary and the Czech
Republic in 2013. Notwithstanding the overall negative result, the Group achieved positive results in
Germany with the management of the Group's Berlin rental portfolio as well as a particular residential
project in Prague.
Financial result
The Group's financial result in 2013 (restated) was a loss of EUR 57.3 million compared to a gain of EUR
0.8 million in 2012 (restated). The 2013 financial loss was due in large part to the restructuring of the
Group's bonds in 2012, which decreased the Group's cash interests therein as well as other net finance
losses including refinancing fees and bank expenses.
Share on profit or loss of entities accounted for using the equity method
The share of profits or losses of joint ventures recognized in the Group's income statement in 2013
(restated) amounted to a loss of EUR 0.4 million, compared to a EUR 13.0 million loss in 2012 (restated).
Loss from continuing operations
Loss from continuing operations for 2013 (restated) amounted to EUR 252.8 million, compared to EUR
45.5 for 2012 (restated). The income tax loss recognized in the income statement in 2013 amounted to
EUR 10.4 million and was composed of EUR 1.5 million of current income tax expenses and EUR 8.9
million of deferred tax expense. The Group paid EUR 4.6 million of current income taxes in 2013,
primarily in Germany.
Net loss for the period
64
In 2013 (restated), net loss for the period amounted to EUR 253.6 million compared to EUR 47.0 million
in 2012 (restated).
Owners of the Company
The net loss attributable to the owners of the Company in the amount of EUR 227.0 million for 2013
(restated), compared to EUR 41.9 million in 2012 (restated), was driven mainly by the negative financial
result of EUR 57.3 million, due to valuation decreases and other losses recognized by the Group in 2013.
Investment property
The Group's investment property consists of property that is held for long-term rental yields or for capital
appreciation or both, and that is not occupied by the Group. Investment property comprises freehold land,
freehold buildings, extended stay residences, land plots held under operating leases and buildings held
under finance leases. For further information, see also note 4.6 to the 2014 Consolidated Annual Financial
Statements and note 4 to the Interim Financial Statements..
The Group's investment property amounted to EUR 239.8 million as of 30 June 2015 compared to
EUR 249.2 million as of 31 December 2014, EUR 710.6 million as of 31 December 2013 and EUR 782.7
million as of 31 December 2012. The following table sets forth an overview of the development of the
Group's investment property as of the dates indicated:
At 30 June At
31 December
2015 2014
2013
(Restated)
2012
(Restated)
(in € thousands)
Balance at the beginning of the period 249,236 710,552 782,731 862,765
Changes in the Group ― (578,631) ― (6,322)
Investments/acquisitions 752 1,147 3,545 2,114
Asset sales ― ― (6,825) (74,603)
Revaluation through income statement (13,976) 2,073 (34,444) (7,514)
Changes in classification ― ― ― (2,170)
Transfer from inventories ― 64,850 ― ―
Acquisition of group of assets 5,568 66,072 ― ―
Transfers to/from assets held for sale (5,717) (12,762) (22,189) (5,182)
Other transfers ― ― ― (1,207)
Translation differences 3,963 (4,065) (12,265) 14,849
Balance at the end of the period 239,826 249,236 710,552 782,731
In the first six months of 2015, investment property declined principally as a result of movements in fair
value of assets related to the land bank and freehold buildings (Czech Republic: Bubny (EUR -13
million), Zbrojovka (EUR +6 million); Hungary: Vaci 188 (EUR -2 million); Poland: Marki (EUR -1.1
65
million)). Acquisitions related to the Group's purchase of approximately 33 thousand SQM of
developable land in Prague 10 in March 2015 for EUR 5.7 million. See also note 4 to the Interim
Financial Statements. One land bank plot in Istria (Croatia) and the property Marki (Poland) were
transferred to assets held for sale in the expectation of their sale. At 30 June 2015, 7 investment properties
with a net book value of EUR 167.2 million have been pledged as a security for bank loans amounting to
EUR 71.0 million.
In 2014, investment property declined primarily as a result of the Group's loss of control over CPI PG and
SHH, as well as the deconsolidation of three Hungarian assets, as discussed under "Key Factors Affecting
Comparability of Results of Operations and Financial Condition."As a result, freehold buildings in the
amount of EUR 570.7 million and land bank of EUR 4.9 million were derecognized from the Group's
balance sheet. In 2014, acquisition of group of assets related principally to the Group's acquisition of four
projects in the Czech Republic for EUR 44.0 million and a brownfield area in Brno (Czech Republic) for
EUR 13.95 million, as likewise discussed under "Key Factors Affecting Comparability of Results of
Operations and Financial Condition." The transfer from inventories to investment property in 2014
related to the classification of the Group's Bubny plot in the Czech Republic (see also note 14 to the 2014
Consolidated Annual Financial Statements). In 2014, 8 investment properties with a net book value of
EUR 178.7 million have been pledged as a security for bank loans amounting to EUR 76.9 million.
In 2013, investment property declined primarily as a result of the disposal of project U Hranic in Prague
for a total sales price of EUR 4.3 million, as well as an industrial park in Stribro (Czech Republic) or a
total sales price of EUR 1.7 million. Movement in fair value of investment property of EUR -34.3 million
related principally to decreases in property values in the Czech Republic (Na Porici, Bubenska,
Hradcanska and Pachtuv Palac), Hungary (Vaci 1, Vaci 188 and Szervita) and Slovakia (shopping center
Dunaj), which were in part offset by increases in property values in Germany. The transfer into assets
held for sale from investment property related mainly to a the transfer of ownership of Dunaj and
Hlubocky assets to the financing bank in connection with debt restructuring.
For further breakdown and explanations of movement in investment property, see note 8 to the 2014 and
2013 Consolidated Annual Financial Statements.
Investments in progress
As at the date of this Prospectus, there are no new investments in progress.
Liquidity and capital resources
Cash flows
The following table shows the Group's consolidated cash flow data for the periods indicated:
Six months ended
30 June Year ended 31 December
2015 2014 2014
2013
(Restated)
2012
(Restated)
(in € thousands)
66
Six months ended
30 June Year ended 31 December
2015 2014 2014
2013
(Restated)
2012
(Restated)
Net cash from/ (used in) operating activities 308 (42,716) 34,534 24,702 142,318
Net cash from/ (used in) investing activities 275 (31,896) (112,652) 8,611 80,464
Net cash from/ (used in) financing activities (2,999) 3,215 (3,252) 32,516 (232,386)
Net increase (decrease) in cash (2,416) (71,397) (81,370) 65,829 (9,604)
Cash and cash equivalents at the beginning of
the year 7,103 88,669 88,669 23,633 32,849
Cash and cash equivalents at the beginning of
the year of assets reclassified to assets held
for sale
Cash and cash equivalents at the end of the
period
(736)
3,951
(8,671) - - -
8,572
7,103 88,669 23,633
Net cash from operating activities
For the year ended 31 December 2014, net cash from operating activities was EUR 34.5 million compared
to EUR 24.7 million in 2013. The increase reflects mainly higher operating result in 2014 (profit of EUR
23.2 million) compared to 2013 (loss of EUR 164.3 million), as well as changes in operating assets and
liabilities, which added EUR 53.5 million to operating cash flow in 2014, compared to lowering operating
cash flow in 2013 by EUR 7.1 million.
Net cash from operating activities was EUR 24.7 million in 2013 compared to EUR 142.3 million in
2012. The decline in 2013 was driven mainly by the operating loss of EUR 164 million (2012: loss of
EUR 23.7 million). Changes in operating assets and liabilities added EUR 112.2 million to operating cash
flow in 2012, compared to lowering operating cash flow in 2013 by EUR 7.1 million.
Net cash from/ (used in) investing activities
For the year ended 31 December 2014, net cash used in investing activities was EUR 112.7 million
compared to net cash from investing activities of EUR 8.6 million in 2013. The change in 2014 was due
primarily to (i) changes in the Group of EUR 87.4 million relating to the deconsolidation of CPI PG and
SHH (see also note 6 to the 2014 Consolidated Annual Financial Statements), (ii) purchase of financial
assets of EUR 48.5 million and (iii) acquisition of subsidiaries of EUR 37.0 million relating to the
acquisition of development projects and a brownfield area in the Czech Republic. These effects were in
part offset by cash inflows in 2014 in relation to proceeds from disposal of financial assets of EUR 60.3
million.
Net cash from investing activities was EUR 8.6 million in 2013 compared to EUR 80.5 million in 2012.
In 2012, cash inflows resulted principally from proceeds from sales of non-current tangible assets (Radio
Free Europe in Prague, as well as additional assets in Prague and Germany, as described in detail in notes
67
8 and 11 to the 2013 Consolidated Annual Financial Statements). In 2013, proceeds from such sales
amounted to EUR 7.0 million. In addition, in 2013, the Group granted loans to joint ventures and
associates in the amount of EUR 4.2 million (2012: nil), as described in note 13.3 to the 2013
Consolidated Annual Financial Statements.
Net cash from/ (used in) financing activities
For the year ended 31 December 2014, net cash used in financing activities was EUR 3.3 million
compared to net cash from financing activities of EUR 32.5 million in 2013. The change reflected
primarily repayment of borrowings in 2014 of EUR 84.4 million compared to EUR 35.7 million in 2013
(see note 19.2 to the 2014 Consolidated Annual Financial Statements for further details), as well as
repayment of the New Notes in an amount of EUR 12.3 million (see note 19.1 to the 2014 Consolidated
Annual Financial Statements). This was in part offset by higher proceeds from issuances of the
Company's shares (EUR 59.2 million in 2014 compared to EUR 15.0 million in 2013).
Net cash from financing activities was EUR 3.3 million compared to net cash used in financing activities
of EUR 232.4 million in 2012. In 2012, the Group's repayment of borrowings amounted to EUR 462.6
million (2013: EUR 35.7 million), as described in more detail in notes 19.3 and 19.4 to the 2013
Consolidated Annual Financial Statements.
Financial debts
The Group primarily uses bank loans and bonds to finance its activities.
As of 30 June 2015, the Group had EUR 147.7 million in financial debts, including EUR 70.9 million
related to bank loans on projects that are nor under a disposal process, EUR 3 million related to bank
loans financing assets held for sale, EUR 64.1 million related to the Safeguard Plan bonds and the New
Notes (the terms of which were amended effective as of November 2014, as described in note 19.1 to the
2014 Consolidated Annual Financial Statements), and EUR 9.6 million related to a loan from CPI PG.
Bank loans include EUR 46.7 million for which the financing banks have no recourse to the Group. These
loans finance assets with a total secured value of EUR 79.6 million. As of 30 June 2015, EUR 2.9 million
of bank loan related project classified as assets held for sale was in breach of financial covenants. Due to
classification as asset held for sale, there was no effect on the Group's financial statements as at 30 June
2015. For further discussion (including a breakdown of maturities), see "Capital Resources―Financial
liabilities", as well as notes 10 and 11 to the Interim Financial Statements.
As of 31 December 2014, the Group had EUR 141.3 million in financial debts. This total amount
consisted of (i) EUR 62.5 million in outstanding bonds, primarily comprising the New Notes, as well as
Safeguard Plan bonds (EUR 4.0 million outstanding nominal amount as of 31 December 2014) and (ii)
EUR 78.8 million in bank loans and other borrowings (see note 19.2 to the 2014 Consolidated Annual
Financial Statements for full details). Other borrowings represent mainly loans from related parties. Bank
loans included EUR 46.7 million (as of 31 December 2014) for which the financing banks have no
recourse to the Group. These loans finance assets with a total secured value of EUR 79.6 million. A
breakdown of the maturities of the Group's financial debts is set forth in note 19.3 to the 2014
Consolidated Annual Financial Statements. As of 31 December 2014, there were no bank loans in breach
of covenants.
68
As of December 2013, the Group had EUR 656.6 million in financial debts. The decrease of EUR 515.3
million in financial debts in 2014 followed the deconsolidation of (i) CPI PG with bank loans amounting
to EUR 284.1 million, (ii) SHH with bank loans amounting to EUR 21.1 million and other borrowings of
EUR 22.9 million, as well as (iii) Hungarian assets with bank loans amounting to EUR 64.4 million (all
amounts as of 31 December 2013). In addition, in 2014, the Group repaid of repurchased from the
financing banks the following bank loans: (i) SHH (EUR 11.5 million); (ii) Zlota 44 (EUR 59.6 million);
(iii) Hlubocky (EUR 3.1 million) and Dunaj (EUR 13.1 million); (iv) Bubenska (EUR 9.7 million; (v) Na
Porici (EUR 3.3 million); and (iv) Capellen (EUR 2.3 million).
Loan-to-value ratio
As of 30 June 2015, the Group's LTV ratio increased slightly compared to 31 December 2014 from 38.1%
to 39.8%. Total amount of financial liabilities including bonds was EUR 147.7 million at 30 June 2015 in
comparison to EUR 141.3 million at 31 December 2014. Fair value of portfolio evaluated from
EUR 355.1 million at 31 December 2014 to EUR 366.2 million at 30 June 2015.
The Group's LTV ratio was 38.1% as of 31 December 2014 compared to 58.7% as of 31 December 2013.
The significant decrease in the LTV ratio in 2014 was due to deconsolidation of leveraged assets in the
first half of 2014. In 2014, financial debt went down following the derecognition of bank loans mainly
related to financing of investment properties in Germany and Hungary, and the debt restructuring of the
portfolio financed by CA. In line with the decrease in financial debts, the cash held by the Group also
declined due to the loss of contribution of the deconsolidated entities. In June 2014, the Group partially
sold its shares in CPI PG for total consideration of EUR 55.0 million. The Group's remaining investment
in CPI PG was valued at EUR 84.3 million as of 31 December 2014. Most of the proceeds were used to
repay bank liabilities related to the Zlota 44 project.
See also "Capital Resources―Loan-to-value ratio".
Capital commitments
As a developer of buildings and residential properties, the Group is committed to finalize the construction
of properties in different countries. At 30 June 2015, the Group has started to carry out one project and as
such is committed to construction costs amounting to EUR 1.3 million. The Group also holds interest in
the Kosik joint venture with two active projects started in 2014 and 2015. The total commitments of these
projects amount to EUR 14.3 million.
Off-balance sheet arrangements
The Group has no material off-balance sheet arrangements.
Financial risk management
The Group has exposure to credit risk, liquidity risk and market risk (including currency risk, interest rate
risk and price risk), among others. The Group's overall risk management program focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on the Group
financial performance. The Group uses financial instruments to mitigate certain risk exposures. Risk
management is carried out by the Group's Chief Financial Officer and his team, who identify, evaluate
69
and mitigate financial risks in close cooperation with the Group's operating units. The Board of Directors
provides principles for overall risk management, as well as policies covering specific risk areas. For more
information concerning market risks and the Group's financial risk management, see notes 20.1 and 20.2
to the 2014 Consolidated Annual Financial Statements.
Critical accounting estimates
The Group prepares its consolidated financial statements in accordance with IFRS, which requires the
Group's management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, income and expenses and the disclosure of contingent assets and liabilities. Actual results could
differ materially from these estimates. In particular, the Group's management must make estimates and
assumptions in fair value measurements, income taxes, determining remaining construction costs and
impairment on developments, pension benefits and impairment on goodwill and trademark. For a
description of the Group's critical accounting policies, see note 2.3 to the Interim Financial Statements,
note 3 to the 2014 Consolidated Annual Financial Statements and note 2 to the 2013 Consolidated Annual
Financial Statements.
70
INDUSTRY OVERVIEW AND MARKET DATA
Certain information set forth in this section has been derived from external sources, identified in "Market
and Industry Data". Industry surveys and publications generally state that the information contained
therein has been obtained from sources believed to be reliable, but some of this information may have
been derived from estimates or subjective judgments or have been subject to limited audit and validation
measures. While we believe these market data to be accurate and correct, we have not independently
verified them. We have accurately reproduced the sector share and industry data, and as far as we are
aware and able to ascertain from various market research publications, publicly available information
and industry publications, including reports published by the third-party sources identified in "Market
and Industry Data", no facts have been omitted which to our knowledge would render the reproduced
information inaccurate or misleading.
The following is an overview of recent macro-economic developments and conditions in the real estate
markets in the Czech Republic, Hungary, Slovakia and Poland in which the Group operates, including
outlook and key drivers of these markets.
Global macro-economic conditions1
Czech Republic
The following macroeconomics data and description were published by the Czech Statistical Office
(unless otherwise stated).
The gross domestic product adjusted for price, seasonal, and calendar effects increased in 2014 by 2.0%
year-on-year. The economy of the Czech Republic benefited from increasing of both foreign and
domestic demand as well as from a very low comparison base, the first quarter of 2013 was the weakest
for the last four years in terms of economic performance. The final consumption expenditure increased in
total by 1.7%, year-on-year. The total gross capital formation increased by 3.7%, year-on-year. Increased
investments were directed to transport equipment, machinery equipment, and buildings and structures
except for dwellings. Quarter-on-quarter, the fixed capital formation increased by 1.2%.
The consumer price level in December 2014 was 0.5%. This development came particularly from prices
in 'food and non-alcoholic beverages' and from slowed increase in transport services, recreation and
culture. The increase in the average consumer price index over the twelve months to December 2014
compared to the average consumer price index over the previous twelve months, stood at 0.4% in
December 2014.
The general unemployment rate according to the International Labour organization (the "ILO") definition
in the age group 15-64 years attained 5.9% in December 2014 and decreased by 0.9 percentage points
(p.p.) year-on-year. The number of unemployed persons reached 306.8 thousand decreasing by 45.8
thousand persons, year-on-year.
Hungary
1European Commission - European Economic Forecast Spring 2015; Erste Group CEE Outlook 2014;KBC Economic Outlook
Central Europe January 2014
71
In 2014, on the back of increasing performance of agriculture, manufacturing and construction, the
seasonally adjusted year-on-year quarterly gross domestic product growth was above 3% during the first
three quarters of the year, which means that the country´s economy expanded at its fastest pace in the last
8 years. Based on the latest forecast, the annual growth for 2014 was 3.6%. The rebounding economy is
also having a positive impact on the labour market: Hungary´s unemployment rate between October 2014
and December 2014 was 7.1%, which is a substantial improvement compared to the corresponding period
of last year.
Slovakia
Slovakia's economic performance in 2014 was more balanced when compared to previous years, as
domestic demand rose at a significant pace. This led to significant economic improvement with estimated
gross domestic product growth at 2.4%. Stronger economic growth was however slowed down by
limitations of the automotive industry and by EU sanctions levied against Russia. Retail sales, new car
registrations and consumer sentiment initiated an upward trend for private consumption, which is boosted
by lower unemployment levels, growth in nominal wages by 5% and consumer price index inflation close
to 0%. Slovakia is forecasted to outperform the EU with 3.0% GDP growth in 2015 and 3.4% in 2016.
The unemployment rate in December 2014 was 12.6%.
Poland
The Polish economy remains resilient despite recent tensions between Russian and Ukraine as well as
deflation which is still on the rise. Gross domestic product growth in 2014 was 3.4% year-on-year.
Moreover, 2015 paints a positive picture for the Polish economy which is expected to be driven by strong
domestic demand and industrial production. The unemployment rate in 2014 was in a downward trend,
reaching 11.5% in December 2014 and was lowest since 2011. The retail sales in Poland were 2.7%
higher in 2014 than in 2013. Spending power in the Warsaw agglomeration was EUR 10,339 per capita
per annum, which stands 68% higher than the national average.
European investment activity and lending market2
A very strong finish to the year took total European commercial real estate investment volume in 2014 up
to EUR 186 billion, an increase of 29% year on year. The fourth quarter total volume of nearly EUR 65
billion, posted the best ever performance for a single quarter. The outlook for Europe´s markets during
2015 is still positive. Combined with a strong weight of new capital chasing opportunities across the
region, this is expected to lead to further growth in volumes which are set to reach at least EUR 210
billion in 2015.
CEE investment market was also up in 2014, by 25% year on year. All of the main markets grew except
of Poland (which declined by -9%), with Czech Republic growing by +52% and Hungary by +69%.
Offices continued to drive investment activity with a 44% market share. The industrial segment has
shined with volumes reaching a new record of EUR 21 billion in 2014, driven by strong demand from
warehousing/logistics space, especially across CEE markets. In the retail segment, shopping centres
remains the most sought after asset with EUR 24 billion of acquisitions in 2014, up from EUR 18 billion 2DTZ European Investment Market Update Q4 2014 ; CBRE CEE Property Investment Full year 2014
72
recorded a year ago.
Growth in investment activity has been across the board from both domestic and overseas investors. Non-
European investors have been a key driver of activity and their investment reached a record EUR 56
billion in 2014, itself a record 30% share of total investment.
Selected market focus
Prague office market3
Almost 149 thousand SQM of office space was completed throughout 2014 which represents the
strongest annual supply since 2009 and an approximately 90% increase in comparison to last year's
volume. As of 30 June 2015, three new office schemes, among others, with a total leasable area of
approximately 95 thousand SQM had been completed and there is approximately 148 thousand SQM of
office space under construction, with several office projects due to commence construction in the second
half of 2015. Out of the projects currently under construction, approximately 88 thousand SQM is
scheduled for completion by the end of 2015. The cumulative gross take-up for 2014 reached 333
thousand SQM which represents a 12% year-on-year increase and it is the highest ever take-up in the
history of Prague's modern office market. In the first half of 2015, gross up-take reached 204 thousand
SQM, with the strongest ever quarterly demand recorded in the Prague office market in the second quarter
of 2015. In 2014, the share of renegotiations remained significantly below the level from 2013, reaching
39.5%. Overall net take-up in 2014 reached 201 thousand SQM which is the fourth highest result since
2005. The vacancy rate in 2014 significantly increased to 15.26%, mainly due to speculative supply. In
the first half of 2015, the overall vacancy rate further increased to 16.56%, however, the second quarter
saw a decrease of 0.5%, compared to the previous quarter. This is mainly the result of the postponed
completion of some speculative projects into the next quarter. The prime office rent remained stable at
EUR 18.50-19.50/SQM/month in city centre. As of 30 June 2015, the modern office stock in the capital
city totalled approximately 3 million SQM.
Prague residential market4
In the first quarter of 2015 the real estate price index announced by Hypoteční banka (HB INDEX)
confirmed a slight increase in prices of residential real estate which already started at the beginning of
2014. The prices of family houses increased in the first half of 2015 by 0.5% (year end 2014: 0.4%) and
reached HB INDEX 106.3 (year end 2014: 105.8). This represents the highest level announced since the
beginning of 2010. The land prices increased by 0.9 p.p. (year end 2014: 1.0 p.p.) and reached 120.3 (year
end 2014: 119.4), followed by an increase in flats by 1.0 p.p. (year end 2014: 1.2 p.p). The average
market price of flats increased to HB INDEX 98.4 (year end 2014: 97.4) in the first half of 2015.
Index HB is regularly presented by Hypoteční banka, a.s. and is based on realistic estimates of market
prices of real estates. INDEX HB itself is calculated for the entire Czech Republic, and for the three types
of real-estates - flats, houses and land. As a basic value were selected realized real estate prices from 1
January 2010.
3 Prague City Report Q4 2014 4 Hypotéční banka (HB Index)
73
In December 2014, the interest rates of mortgage loans under the aggregate index of Fincentrum
(Hypoindex) fell again to record 2.37%.
Czech industrial market5
The total modern A-class industrial stock in the Czech Republic was 4.9 million SQM at the end of fourth
quarter of 2014. For the entire year of 2014 new supply amounted to a post crisis record level of 356
thousand SQM. This reflects a 31% increase on 2013 levels and is 37% above the 5-year average. For full
year 2014, gross take-up amounted to 1.3 million SQM, a new record in the history of the Czech market.
It beat the last 2013 record by 11%. Net take-up reached 828 thousand SQM and surpassed 2013 results
by more than 34%. The vacancy rate in the Czech Republic rose by 26 basis points year-on-year and
reached a level of 8.2%. Prime headline rents in Prague remained stable at EUR 3.80-4.25/SQM/month.
Prime rents in the Brno region were also stable at EUR 3.90-4.25/SQM/month.
Budapest office market6
Almost 20 thousand SQM were delivered to the office market over the first half of 2015 (compared to 19
thousand SQM in the fourth quarter of 2014). The total office stock stood at approximately 3.25 million
SQM as at end of the first half of 2015, an increase of approximately 10 thousand SQM since the end of
2014. The annual gross take-up for 2014 totalled 466 thousand SQM which was 17% stronger than in
2013. The half year gross take-up for the first half of 2015 totalled approximately 197 thousand SQM,
which is an all-time high in the history of the Budapest office market and 10% stronger than the previous
peak. The volume of net take-up reached 252 thousand SQM, which is the highest volume since 2009. In
total, almost 700 transactions were signed in 2014, with an average deal size of 664 SQM. The vacancy
rate declined by a massive 220 basis points year-on-year in 2014, dropping to 16.2%, and declined further
to 14.2% in the first half of 2015. The improvement was due to a combination of factors: a strong annual
net absorption of nearly 125 thousand SQM in 2014 in addition to a strong 12-month rolling volume of
151 thousand SQM as of 30 June 2015, which is the highest since the second quarter of 2010 and the
limited volume of completions – on year-on-year basis new deliveries represent a 44% decline in
comparison to the first half of 2014. Prime rent stands at EUR 15.5/SQM/month as of 30 June 2015 (year
end 2014: 20/SQM/month). This level is only achievable in a few, selected prime properties in the Central
Business District for the best office units within the building. Average asking rents did not change
significantly on the previous quarter; they remained in the range of EUR 11-14/SQM/month for A class
offices with generous incentive packages.
Warsaw office market7
Total modern office stock in Warsaw reached almost 4.4 million SQM at the end of 2014, a growth of
277 thousand SQM on the 2013 level. As of 30 June 2015, this number had further increased to more than
4.5 million SQM. A number of new office deliveries with low occupancy ratio rescheduled for the
beginning of 2015. Construction activity in Warsaw remains substantial with 760 thousand SQM under
active construction as of 31 December 2014 (including 56 thousand SQM under refurbishment) of which
5Prague City Report Q4 2014 6Budapest City Report Q4 2014, Budapest City Report Q2 2015 7Warsaw City Report Q4 2014, DTZ European Investment Market Update Q2 2015
74
19% is secured with pre-lets. During the first two quarters of 2015, 14 buildings with the office area of
almost 150 thousand SQM received occupancy permits and, according to developers' plans, a further 200
thousand SQM may be completed by the end of 2015. If all projects are delivered according to schedule,
the annual supply for 2015 may reach 350 thousand SQM, which will be the highest figure recorded so
far on the Warsaw market. An even larger volume of new completions can be expected for 2016
(approximately 430 thousand SQM), two of which are major tower buildings located in the city centre:
Q22 and Warsaw Spire, collectively accounting for almost 120 thousand SQM of new office space.
However, DTZ, in its published report for the second quarter of 2015, is of the opinion that depending on
the market situation and absorption pace of the space delivered earlier, part of the projects scheduled for
2016 may be delayed due to insufficient tenant activity. As of 31 December 2014, the total gross take-up
reached approximately 612 thousand SQM, only 21 thousand SQM below the record-breaking volume in
2013. The public sector had a 13% share in the total take-up volume in 2014, becoming one of the key
demand drivers. 75% of the total modern office stock in Warsaw is located within the four largest
subzones: Upper South, Fringe, South West and Core. The vacancy rates for the central zones were 15%,
and 13.7% for non-central locations. The highest vacancy rates were recorded in the Core, South West
and Upper South subzones. In the East zone the availability ratio was the lowest among other districts in
Warsaw. Prime headline rents currently range between EUR 22-24/SQM/month in central locations.
Warsaw industrial market8
2014 saw only a marginal growth to the supply in both Warsaw zones as only 46 thousand SQM was
delivered through the year compared to 78 thousand SQM in 2013. The gross leasing activity in the
Warsaw region peaked in 2014, amounting to over 684 thousand SQM. The Warsaw Suburbs market was
clearly driven by lease renewals, which stood at over 257 thousand SQM and accounted for 43% of the
gross take-up. The net take-up exceeded 339 thousand SQM. At the end of 2014, availability in both
Warsaw zones totalled 298 thousand SQM, translating into a vacancy rate of 11.2%. This was
considerably lower than a year ago, when 14.6% of the total warehouse supply remained unoccupied.
Prime headline rents remain stable between EUR 2.7-3.6/SQM/month.
Breakdown of total revenues by category of activity and geographic market
Total
Revenu
e (€
thousands)
Rental
revenue
(€
thousands)
Investment
Property(€
thousands)
Property,
plant
&
equipment(€
thousands)
Inventories
Czech Republic 19,329 5,195
204,896 - 8,212
Poland 51,753 579
11,300 - 554
8Warsaw City Report Q4 2014
75
Croatia 34 34
470 - 653
Hungary 1,054 584
10,800 - -
Slovakia 977 116
- - 3
Luxembourg 5,608 1,999
21,770 - -
Inter-geographic (3,580) -
- - -
December
2014 75,176 8,507
249,236 - 9,422
Total
revenue (€
thousands)
Rental
revenue (€
thousands)
Investment
Property (€
thousands)
Property,
plant
&
equipment
(€
thousands)
Inventories
Czech Republic 33,953 6,632
85,181 - 79,160
Germany - -
532,234 2,971 2,571
Poland 5,328 933
16,045 - 31,244
Croatia 25 23
1,386 58,668 655
Hungary 2,654 1,987
52,496 - -
Slovakia 3,976 255
- - 770
Luxembourg 31,758 2,175
23,210 - -
Inter-geographic (10,817) -
- - -
December 2013
(restated) 66,877 12,006
710,552 61,639 114,400
Total
revenue (€
thousands)
Rental
revenue (€
thousands)
Investment
Property(€)
Property,
plant
&
equipment
(€
thousands)
Inventories
Czech Republic 27,451 8,512
146,681 - 117,694
76
Germany 180,952 51,692
504,745 2,893 1,841
Poland 8,158 1,406
17,985 - 136,631
Croatia 17,265 368
2,790 85,845 645
Hungary 2,634 1,890
77,360 - -
Slovakia 5,505 307
10,070 - 3,620
Luxembourg 13,321 1,900
23,100 - -
Inter-geographic (10,578) -
- - -
December
2012(restated) 244,708 66,075
782,731 88,738 260,431
77
BUSINESS
Overview
The Group is a real estate group with a major portfolio in CEE. It is principally involved in the
development of properties for its own portfolio or intended to be sold in the ordinary course of business
and is also active in leasing investment properties under operating leases as well as in asset management.
In 2014, the Group implemented major changes in its management and business strategy and completed a
significant financial and operational restructuring. The deconsolidation of the Group's leveraged assets
over the first half of 2014 and the accompanying streamlining of the Group's corporate structure resulted
in significant savings in its financing and administrative costs and the Group's real estate portfolio has
become more efficient as a result. Consequently, the Group's loan to value ratio as of 31 December 2014
decreased to 38.1% compared to 58.7% as of 31 December 2013 (restated) and 47.9% as of 31 December
2012 (restated). In 2014, net loss attributable to the owners of the Company decreased to EUR 23.6
million, compared to EUR 227.0 million in 2013 (restated) and EUR 41.8 million in 2012 (restated).
According to the new strategy, the Group will focus on investing in real estate development projects.
Recent developments
In the first half of 2015, the Company finalised several important projects that it began in 2014:
Early Termination of Safeguard Plan Accepted: Following the successful completion of various projects
and transactions, as well as its reorganisation and restructuring that took place in 2014 and 2015, the
Company requested a termination of its Safeguard Plan linked with an early repayment of those liabilities
admitted to the Safeguard Plan that became due. Towards this end, the Company filed on 19 June 2015 a
request with the Paris Commercial Court (the "Court") to modify its Safeguard Plan.
On 19 August 2015, the Court pronounced a judgement pursuant to which the Court accepted the
Company's request to modify its Safeguard Plan as follows:
- Within fifteen days as of the pronouncement of the judgement, the Company is obliged to pay to
the Safeguard administrator liabilities that are subject to and due under the Safeguard Plan.
- The Safeguard Plan administrator will proceed with the distribution of the funds received from
the Company, after the judgement becomes final.
- Other liabilities that were admitted to the Safeguard Plan, but are conditional or uncalled (such as
uncalled bank guarantees, conditional claims of the holders of Warrants 2014 registered under
ISIN code XS0290764728, provided that they were admitted to the Safeguard Plan), will be paid
according to their contractual terms.
- The duration of the Safeguard Plan has been reduced to two months.
78
The Court's decision has not been opposed or appealed and thus became final on 22 September 2015.
The liabilities to be paid based pursuant to the filed request amount to EUR 9,762,152 and include the
remaining bond debt (EUR 4,375,934) as well as debts towards suppliers and called bank guarantees
(EUR 5,386,218). Pre-Safeguard Plan liabilities that were not admitted to the Safeguard Plan will be
unenforceable. On 28 August 2015 the Company paid EUR 9,762,151.52 to the Safeguard Plan
administrator. The Safeguard Plan administrator will proceed with the distribution of the funds received
from the Company on or before 19 October 2015.
Finalisation of the Zlota Disposal and Prepayment on New Notes: Following the settlement of disputes
with Zlota 44 general contractor INSO, the Company agreed on 7 January 2015 on a final sales price of
EUR 50,040,501 for the disposal of Zlota 44 to the international consortium of AMSTAR and BBI
Development. Further to this, the Company proceeded with an additional "mandatory prepayment on
Zlota disposal" under the terms and conditions of the New Notes. The prepayment in the amount of
EUR 2.2 million was distributed to the holders of the New Notes on 30 January 2015. Accordingly, the
outstanding principal of the New Notes amounted to EUR 65,064,248.49 as of 30 June 2015.
Successful Reorganisation of SHH: In Croatia, the Split Commercial Court approved on 9 June 2015 the
restructuring plan of SHH, which is a successful outcome of pre-bankruptcy procedure initiated by SHH
in the first half of 2014 in order to allow the restructuring of its operations. Following the long-term
negotiations among SHH's biggest creditors and shareholders, the restructuring plan was approved at the
creditors' meeting in December 2014, as well as at the shareholders' meeting in January 2015, which
provided a solid basis for the approval of the plan by the Split Commercial Court.
Completion of Reorganisation of Hungarian Subsidiaries: The Company completed insolvency
reorganisation proceedings for its three Hungarian subsidiaries. The restructuring plans were approved at
creditors' meetings in December and subsequently by the Budapest Commercial Court. As part of the
approved reorganisation, the subsidiaries transferred Váci 1 (former stock exchange building) and
Szervita assets to the financing bank and Paris Department Store to the Hungarian Republic, which
exercised its pre-emption right. Within the reorganisation settlement, the Company paid to the financing
bank EUR 9 million in consideration of the release of corporate guarantees provided by the Company, as
well as the release of pledges on Vaci 188 project, which was cross-collateralized in favour of the
financing bank.
Acquisition of development project: on 19 December 2014 the Group entered into an agreement
concerning the development project located in Prague 10. The project comprises of approximately 33
thousand sqm of developable land. The Group already owns 31 thousand sqm of directly adjacent land.
The completion was subject to certain corporate approvals on seller´s side, which were granted on 10
March 2015, thus the acquisition became effective. The Group acquired an excellent developable land
plot of approximately 64 thousand sqm with good location. The purchase price for transfer of shares and
receivables is EUR 5.7 million.
79
Other than the acquisitions and disposals described above, there has been no increase or decrease in the
Company's portfolio since 31 December 2014.
Real estate portfolio
Overview
The Group is concentrating on long-term investments and the lease of real estate, mainly in the Central
European region and Luxembourg. The activities of the Group are focused on rental income generating
properties such as office, retail and industry and logistics. Additionally, the Group develops some
residential development for future sale. As of 30 June 2015, the GAV of the Group's real estate portfolio
decreased to EUR 264 million from EUR 265 million as of 31 December 2014. The Group's GAV breaks
down into 40% of property investments (which consists of rental properties and assets held for sale,
together, the "Property Investments") and 60% of projects or land bank for the development (which
consists of land bank (properties held for development and/or capital appreciation), inventories,
residential and assets held for sale (properties intended for a future sale in the ordinary course of
business), together, the "Development"). The Group's GAV corresponds to the sum of fair values of all
real estate assets held by the Group. The value of the assets owned in joint ventures is included at the
percentage of economic interest.
The following chart shows the Group's portfolio split between rental assets and assets held for
development as of 30 June 2015:
The following chart shows the Group's portfolio split between rental assets and assets held for
development as of 31 December 2014:
80
Over the year 2014, the Group's GAV decreased from EUR 1,004 million at 31 December 2013 to EUR
265 million at 31 December 2014. This decrease of EUR 739 million primarily resulted from the Group's
loss of control over CPI PG, SHH and Hungarian assets, sales of the other hotel's portfolio and
inventories up to EUR 129 million, negative foreign exchange impact partly offset by new acquisition
made by the Group and changes in market value. Between 31 December 2014 and 30 June 2015, the
Group's GAV remained relatively stable, decreasing from EUR 265 million to 264 million.
The following chart shows a comparison between the Group's GAV as of 31 December 2014 and 30 June
2015:
79
15
65
13
93
0 0
GAV by Business Line as of December 2014 EUR Million
Land Bank Residential Commercial Assets Held For Development Rental Assets Hospitality
Property Investments 106
Development159
81
The following chart shows a comparison between the Group's GAV as of 31 December 2014 and the
Group's GAV as of 31 December 2013:
* To be in line with the economic interest owned by the Group, the hospitality assets of the AIG Joint
venture are included at 75%. The whole share in this portfolio was sold during December 2014.
The following chart shows the Group's total real estate portfolio data as changed between 31 December
2014 and 30 June 2015:
The following chart shows the Group's total real estate portfolio data as changed between 31 December
2013 and 31 December 2014:
856
106148 159
December 2013* December 2014
GAV Evolution
Property Investments Development
82
In line with its strategy, the Group acquired in November 2014 four development projects with an
aggregate of 186,000 SQM of developable land, primarily in Prague, Czech Republic. These development
projects represent a mix of residential, office, hospitality and retail premises. The aggregate transaction
value of these development projects was EUR 44 million.
Furthermore, in December 2014, the Group acquired a brownfield area in Brno, Czech Republic, with an
area of approximately 22.5 hectares. The transaction value of this development project was EUR 13.95
million. In this case, the Group intends to build a mixed used project with a similar size to the Group's
project Bubny in Prague.
Moreover, the Group also acquired a development project located in Prague which comprises
approximately 33,000 SQM of developable land. The Group already owned 31,000 SQM of land directly
adjacent to the newly acquired land and following this acquisition, the Group has now an attractively
located developable land plot of approximately 64,000 SQM. This acquisition was completed in 2015 and
its transaction value was EUR 5.7 million.
As part of the new strategy, the Group disposed of its stake in Mamaison hospitality portfolio for EUR
13.3 million (NAV) in December 2014, thereby exiting its final investment in Russia.
Property investment portfolio
As of 30 June 2015, the GAV of the Property Investments portfolio represented EUR 105 million in value
(thereof 35% for rental assets and 5% of assets held for development (year end 2014: 106 million (thereof
88% rental assets and 12% assets held for development)). This EUR 1 million decrease was caused by the
decrease in market value of one of the Group's projects in Hungary. Assets held for development
encompass a group of assets rented on a short-term basis, which the Group is planning to fully redevelop.
1 004
265
680
129 6 72
4
100
200
300
400
500
600
700
800
900
1 000
1 100
GAV Dec_2013 Change ofscope
Sales Capex Financial assets Forex Impact Change ofValue
GAV Dec_2014
Total Portfolio - Data in EUR Million
83
Between 31 December 2013 and 31 December 2014, the value of the Property Investment portfolio
decreased by EUR 739 million. This decrease was due primarily to the following factors:
EUR 631 million decrease due to loss of control over GSG portfolio, change of scope in
hospitality portfolio and Hungarian and Polish assets entering the bankruptcy process;
EUR 119 million decrease due to sales of hotel portfolio (EUR 95 million, out of that EUR 11
million Pachtuv Palac) and disposal of Hlubočky (EUR 19 million) and Dunaj (EUR 5 million);
EUR 1 million of investments on the rental portfolio;
EUR 4 million of negative currency conversion impact mainly related to the weakening of the
Czech crown; and
EUR 3 million of net decrease in market value.
The following chart shows the Property Investment portfolio data as changed between 31 December 2014
and 30 June 2015:
The following chart shows the Property Investment portfolio data as changed between 31 December 2013
and 31 December 2014:
1 106 105
-
20
40
60
80
100
120
140
160
GAV Dec_2014 Change of scope Sales Capex Financial assets Forex Impact Change of Value GAV June_2015
Property Investments Portfolio - Data in EUR Million
84
Property Investment Portfolio – Rental Assets
As of 30 June 2015, the GAV of rental assets in the Property Investment portfolio was estimated at EUR
93 million, (which reflects no change since 31 December 2014). On 31 December 2013, the GAV of
rental assets amounted to EUR 678 million. This change in GAV of EUR 585 million between 31
December 2013 and 31 December 2014 was due to:
EUR 566 million of deconsolidation of rental assets identified under GSG portfolio and
Hungarian assets being in bankruptcy process;
EUR 19 million of sales due to disposal of Hlubocky;
EUR 1 million of investments; and
EUR 1 million of negative foreign exchange impact.
In Central Europe, over the year 2014, the valuation of the rental portfolio on a Like-for-Like basis
slightly decreased by EUR 1.1 million (-1 % in comparison with valuation as of 31 December 2013).
In acquisition of rental assets for the Property Investment portfolio, the Group focuses on commercial
buildings.
The following table shows key performance data with respect to rental assets held in the Property
Investment portfolio:
631
119
4 1 3
856
106
-
100
200
300
400
500
600
700
800
900
GAV Dec_2013 Change of scope Sales Capex Financial assets Forex Impact Change of Value GAV Dec_2014
Property Investments Portfolio - Data in EUR Million
85
* The following items are not reported on the Like-for-Like basis in the table above: (i) Hlubocky
production plant, the ownership of which was transferred to a fully owned subsidiary of Crédit Agricole
CIB; (ii) Dunaj department store (Bratislava, Slovakia), the ownership of which was transferred to a fully
owned subsidiary of Crédit Agricole CIB; and (iii) three Hungarian subsidiaries of the Group because
they have entered bankruptcy proceeding.
Over the period between September to December 2014, the occupancy rate of the Central European
portfolio increased by 30 bps to 54.9%. Over the same period, average rent slightly decreased from 9.25
EUR/SQM/month to 9.22 EUR/SQM/month.
In Prague, the Group increased the occupancy rate of its portfolio by 300 bps over 2014. This
increase was due primarily to the tenancy extension of the Group's key tenants and signing of
new leases for more than 1,100 SQM in the office building Na Porici. The average rent slightly
decreased to 8.35 EUR/SQM/month.
In Budapest, the occupancy rate improved by 340 bps to 14.2% over 2014. A new tenant taking
up to 531 SQM was signed for V188 with a move in November 2014. In addition, the average
rent increased from 4.14 EUR/SQM/month to 4.21 EUR/SQM/month.
In Warsaw, the decrease of occupancy rate is due to the departure of one tenant from the logistic
platform of Marki. As a result, the Group's occupancy rate dropped by 780 bps to 24.7% as of 31
December 2014 in Poland. The asset is being currently reviewed for sale.
In Luxembourg, occupancy rate and average rent are stable, the office asset of Capellen is almost
fully let with an average rent almost 23 EUR/SQM/month.
The following table shows year-on-year change in Market Value (as defined below) and EPRA Net Initial
Yield (as defined below) of all rental assets in the Property Investment portfolio, excluding the
development land attached to the logistic asset of Marki and the land plots attached to the new acquisition
of the STMR portfolio, as they do not generate rents:
Dec. Sept. June Dec. Dec. Sept. June Dec. Dec. Sept. June Dec.
Portfolio 2014 2014 2014 2013 2014 2014 2014 2013 2014 2014 2014 2013
Prague, Czech republic * 60 497 60 497 60 497 60 497 79,0% 79,4% 76,3% 76,0% 8,35 8,49 8,92 8,49
Budapest, Hungary 15 591 15 591 15 591 15 591 14,2% 10,8% 10,8% 10,8% 4,21 4,49 4,88 4,14
Warsaw, Poland 36 598 36 598 36 598 36 598 24,7% 24,7% 24,7% 32,5% 4,44 4,98 4,78 4,91
Capellen, Luxembourg 7 695 7 695 7 695 7 695 91,1% 91,1% 91,1% 90,2% 22,73 22,67 22,64 22,62
CE Portfolio 120 381 120 381 120 381 120 381 54,9% 54,6% 53,1% 55,2% 9,22 9,43 9,67 9,25
Like for like basis, therefore disposals and reclasified assets are not included
Reported lettable area is based on the current technical conditions and excludes an upside from the possible redevelopment
*: The lettable area of Bubenska is 17,575 sqm meanwhile potential GLA of the asset is increased to 30,549 sqm.
Average rent EUR / SQMOccupancy (%)GLA (SQM)
86
* "Market value" is the net market value estimated by the Group's independent expert at year end. This
market value is used for the GAV calculation. "EPRA NIY" or "EPRA Net Initial Yield" (as defined in
the "Glossary") is based upon the figures provided by the external appraiser as of 31 December 2014 in
terms of yield. "Net Initial Yield" is based on the current gross market value of the assets. Following the
scope of EPRA (as defined in the "Glossary") and definitions mentioned above the market value excludes
valuation of lands which are to be used for development. "Reversion" is the estimated change in rent at
review, based on today's market rents expressed as a percentage of the contractual rents passing at the
measurement date (but assuming all current lease incentives have expired). These figures are indicators of
the current operating performance of the assets; they are not the basis of the valuation of the assets. They
should not be mistaken with valuation yield measure such as "equivalent yield" which are market based
figures and are the basis of the valuation of the assets under the capitalization approach.
The following table shows the Group's rental income data for 2014:
* The table above presents details on the level of rents and the occupancy of the assets held in the
Property Investment portfolio as of 31 December 2014. Gross Rental Income (as defined in the
"Glossary") and the Net Rental Income (as defined in the "Glossary") are calculated according to EPRA
standards. The "Passing Rent" according to EPRA terminology is the annualized cash rental income being
received as of a certain date excluding the effects of straight-lining for lease incentives. The "EPRA
Vacancy Rate" is based on EPRA standards which take into account the ratio of the ERV (as defined
below) of the area to be leased compared to the total ERV of the asset ("EPRA Vacancy Rate"). The
"Lettable Space" in the table above is based on the assumptions made by the valuator and reflects possible
upside from the redevelopment. The Lettable Space in the table above corresponds to the assumptions
taken by the independent external valuator and is in line with the calculation of ERV. The difference
Asset Class Location
Market Value of
Property
Dec 2014
EUR Million
Valuation
Movement
EUR Million
Y-o-Y
Prague 60,6 0,2 7% 18%
Budapest 10,8 1,6 -2% 2699%
Luxembourg 21,8 -1,4 8% -6%
Warsaw 4,6 -0,3 7% 5%
Office 97,7 0,0 6% 55%
Prague 1,1 0,2 10% 30%
Warsaw 2,8 -0,5 16% 235%
Logistics 3,9 -0,2 15% 142%
Portfolio Total 101,6 -0,3 7% 58%
Net Initial Yield
EPRA (%)
Reversion
(%)
Location
Lettable space
sqm
Passing rent at
period end
EUR Million
Estimated
rental value at
period end
EUR MillionPrague 4,7 4,3 63 820 4,7 5,6 14%
Budapest 0,1 (0,2) 13 877 0,1 3,4 95%
Luxembourg 1,9 1,9 7 695 2,0 1,9 0%
Warsaw 0,3 0,3 1 400 0,3 0,3 0%
7,0 6,3 86 792 7,2 11,2 35%
Prague 0,1 0,1 8 762 0,1 0,2 24%
Warsaw 0,2 (0,3) 35 198 0,2 0,5 77%
0,3 (0,2) 43 960 0,3 0,7 64%
Portfolio Total 7,3 6,1 130 753 7,5 11,9 37%
Gross rental
income over the
past 12 months
EUR Million
Net rental
income over the
past 12 months
EUR Million
EPRA Vacancy
rate at period
end %
87
compared to the current area refers to the projects Bubenska and Vaci 190 and amounts to the additional
area of 10,731 SQM. All assets disposed during the year 2014 have been excluded from the table above.
The figures of GRI, NRI, Lettable Space, Passing Rent, ERV and EPRA Vacancy Rate only include
assets owned by the Group as of 31 December 2014.
The Passing Rent (as defined in the "Glossary") is still 58% below the potential ERV (as defined in the
"Glossary") of the portfolio, leaving strong upside value potential for further improvement of the
operating performance.
Property investment portfolio – assets for development
As of 30 June 2015, the GAV of assets held for development in the Property Investment portfolio was
estimated at EUR 11.9 million (as of 31 December 2014, the GAV of these assets amounted to 12.5
million). The EUR 0.6 million change is composed of negative change in market value for the project
Vaci 190. On 31 December 2013, the GAV of these assets amounted to EUR 24 million. This value
change in GAV of EUR 11 million was due to:
EUR 6 million of deconsolidation of Hungarian assets in bankruptcy process (Szervita Office and
Parking); and
EUR 5 million of sales due to disposal of Dunaj department stores (part of cross-collateral
together with Hlubocky and Bubenska assets).
On a Like-for-Like basis, the GAV of the assets held for development in the Property Investment
portfolio increased by 1 % as of 31 December 2014 compared to the GAV of these assets as of 31
December 2013.
Overview of most important Rental Assets in the Property Investment Portfolio
Na Porici - Palac Archa: This property is situated in one of the most frequented streets in the centre of
Prague. It is easily accessible by public transport as well as by car. It consists of five buildings and a
courtyard, including two historical buildings designed by renowned architects Josef Gočár and František
Marek in 1930's. The building comprises office premises, retail units on the ground floor with Archa
theatre and Starbucks Café and 113 underground parking places. The property underwent major
redevelopment in 2009, resulting in the achievement of a grade A specification for the premises. The
occupancy rate increased from 85.7% in 2013 to 88.9% at the end of 2014.
Location : Prague
Land Area : 6,001 sqm
Floor area : 22,061 sqm
Type of property : office
Acquisition date : 13.12.2005
Form of Ownership : SPV owned 100% by OPG S.A.
Occupancy rate : 88,9%
Insert Picture
88
Capellen Office Building: This property is located at the entrance of Mamer-Capellen business park, an
important
business hub bordering Luxembourg city. The property conveniently bridges Luxembourg airport and
Luxembourg city centre and is easily accessible for cross-border employees. Delivered in 2005, the
building is of a modern standard with a two-level underground car parking facility accommodating 295
vehicles. The occupancy rate for this building increased from 90.2% as of 31 December 2013 to 91.1% as
of 31 December 2014.
Marki: This property is located in the eastern suburbs of Warsaw. The property benefits from very good
vehicular access and also has good transport facilities. The site currently comprises a production
warehouse, constructed in the 1970's and an area of potential development land. The development land is
currently occupied by a number of buildings designated for demolition. The occupancy rate of the
buildings was 21.7% as of 31 December 2014.
Vaci 188: This property is an office building situated in the 13th district of Budapest in the Váci Ut
corridor, 7 km north of Budapest city centre. The building was re-purchased from the bank in mid-2011.
It comprises approximately 13,876 SQM of leasable area over two basement levels, a ground floor, a
mezzanine level and six upper floors. It is ideal for headquarter purposes with flexible floor plates, ample
natural light and sufficient number of parking spaces: 228 underground and a further 29 above ground.
This property used to accommodate the head quarter of Budapest Bank, which moved out in July 2010.
The occupancy rate was 15.9% as of 31 December 2014.
Overview of most important Assets held for Development in the Property Investment Portfolio
Location : Luxembourg
Land Area : 7,578 sqm
Floor area : 7,695 sqm
Type of property : office
Acquisition date : December 2007
Form of Ownership : SPV owned 100% by OPG S.A.
Occupancy rate : 91,1%
Location : Budapest
Land Area : 5,844 sqm
Floor area : 13,876 sqm
Type of property : office
Acquisition date : 15.12.2005
Form of Ownership : SPV owned 100% by OPG S.A.
Occupancy rate : 15,9%
Insert Picture
Location : Warsaw
Land Area including building: 207,841 sqm
Floor area : 35,198 sqm
Type of property : logistic & light industrial
Acquisition date : 12.12.2007
Form of Ownership : SPV owned 100% by OPG S.A.
Occupancy rate : 21,7%
Insert Picture
89
Bubenska: This property is an iconic office building of Prague constructed in the 1930's as the
headquarters of the Prague Transportation Company. The Property is located between the eastern and
western parts of Holesovice in Prague 7, a central district on the bank of the Vltava River opposite to the
city center. Nadrazi Holesovice, one of Prague's main train terminals, is located nearby. The Property
comprises 8 floors with 3 basement levels and a number of small retail storefronts on the ground floor of
the property. The building is well known for the ambulance service for Prague 7. The current leasable
area (before redevelopment) is 17,575 SQM and the occupancy rate of the building increased from 74.3%
as of 31 December 2013 to 75.9% as of 31 December 2014.
Vaci 190: This property is situated in the 13th district of Budapest on the Vaci street. It lies 7 km north of
Budapest city centre fronting Vaci street and Meder street, therefore its visibility is excellent. The
site/building was re-purchased from the bank in mid 2011. The building currently comprises 1,715 SQM
of basic quality office accommodation on two stories. The Group plans to redevelop this 3,852 SQM land
plot into a modern office building.
Development portfolio
The Development portfolio consists of commercial properties or land designated as future development,
to be transferred to the Property Investments portfolio or sold, and residential projects made of land bank
to be developed or buildings to be refurbished, converted or sold.
As of 30 June 2015, the GAV of the Development portfolio amounted to EUR 159 million (56% of land
bank, 33% of commercial and mixed use developments, 11% of residential developments). The GAV of
the Development portfolio as of 31 December 2014 also amounted to EUR 159 million (49% of land
bank, 41% of commercial and mixed use development, 10% residential developments). The development
assets are mainly located in the Czech Republic (99%) with key projects such as Bubny and Benice in
Prague.
The following chart demonstrates the changes in the Development portfolio between 31 December 2014
and 30 June 2015:
Location : Prague
Land Area : 7,990 sqm
Floor area : 17,575 sqm
Type of property : office
Acquisition date : 27.2.2004
Form of Ownership : SPV owned 100% by OPG S.A.
Year of construction completion / major refurbishment : NA
Insert Picture
Location : Budapest
Land Area : 4,583 sqm
Floor area : 1,715 sqm
Type of property : office
Acquisition date : 15.12.2005
Form of Ownership : SPV owned 100% by OPG S.A.
Year of construction completion / major refurbishment : NA
Insert Picture
90
The following chart demonstrates the changes in the Development portfolio between 31 December 2013
and 31 December 2014:
Development portfolio - commercial assets
The commercial assets in the Development portfolio encompass of properties that the Group has
developed or is developing across CEE region to keep and manage, or to sell. The ongoing and finished
projects are office, retail or mixed-use projects but also land plots for which the Group acts as a land
developer.
49
10
2
71
1
148
159
-
20
40
60
80
100
120
140
160
180
200
GAV Dec_2013 Change of scope Sales Capex Financial assets Forex Impact Change of Value GAV Dec_2014
Development Portfolio - Data in EUR Million
91
The GAV of the commercial assets in the Development portfolio, which mainly encompasses the project
Bubny, decreased to EUR 52 million as of 30 June 2015. This figure had previously remained stable over
the year 2014 and amounted to EUR 65 million as of 31 December 2014 and 2013. Though there were
changes as:
EUR 2 million of investments;
EUR 1 million of negative exchange rate impact; and
EUR 1 million of net decrease in market value expressed in Euros.
The decline of EUR 13 million between 31 December 2014 and 30 June 2015 is due to the net decrease in
the market value, which was impacted by uncertainty regarding the future change in the Bubny master
plan. The key commercial project held in the Development portfolio is the project Bubny in Prague with a
total development land amounting to 24 hectares. As of 31 December 2014, the market value of the
project was estimated at EUR 65 million (3.6 hectares of the Bubny landplot are now held at 20%
through a joint venture with Unbibail Rodamco and are not included in the value above). The construction
of the project is planned to be completed in 2025. The project Bubny is a challenging long term
development project close to the city centre. Bubny remains the last brownfield plot in the centre of
Prague and the Group intends to develop more than 600,000 SQM of the GLA consisting of residential
and commercial units, offices and shops as well as educational, medical, and cultural facilities. In
addition, a modern train terminal on Vltavska metro station and large green spaces will be incorporated.
The main goal for the upcoming period is to continue in the process to change the Bubny masterplan to
enable future development of this area. According to an article published in the Czech newspaper
PRAVO on 20 June 2015, Mr. Matej Stropnicky, Deputy Mayor of Prague, stated that the City of Prague
shall buyout major development areas, specifically mentioning Bubny, whereby these areas shall be
resold for smaller projects. The Group denies any formal or informal discussions about sale, buyout or
expropriation of the Bubny area to the City of Prague or to the Czech Republic.
Development portfolio – residential assets
The residential assets in the Development portfolio are aimed at the middle and upper market segments in
Prague. As of 30 June 2015, the GAV of residential assets in the Development portfolio amounted to
EUR 18 million, an increase of EUR 3 million since 31 December 2014 due to the increased fair value of
residential projects Kosik 3b and 3c. Previously, during the year 2014, the GAV of residential assets in
the Development portfolio decreased by EUR 41 million (from EUR 56 million as of 31 December 2013
to EUR 15 million as of 31 December 2014) due to:
EUR 4 million of change of scope due to loss of control over GSG portfolio;
EUR 41 million of sales mainly due to sales of Zlota 44, Benice and V Mezihori;
EUR 3 million of investments; and
EUR 1 million of negative change in value offset by EUR 1 million positive impact of market
value
92
Development portfolio – residential assets – completed projects (inventory)
The following table shows an overview of completed residential projects in 2014:
V Mezihori: The site is located in Prague 8, Palmovka, approximately 3 km from Prague city centre and
within walking distance of the metro and tram station Palmovka. Construction of this project with 138
apartments was completed in the third quarter of 2013. Deliveries of this project started in the fourth
quarter of 2013 and 100% of the project was delivered as of 30 June 2015. The apartments in this project
have been sold faster and for higher prices than estimated in the Group's budget (by 2.6%, despite two
VAT increases). Higher sale prices of the apartments in combination with significant cost savings in this
project led to an overall profitability improvement by EUR 1.6 million. In addition, the project Mezihori
won multiple awards from both real estate experts as well as general public (Construction & Investment
Journal's "Best Residential Development" award, Conventia's "Project of the year"). The success of
Mezihori could serve as a springboard for the Group's upcoming residential projects.
Mostecka: This project is a mixed-use space with ground floor, basement and inner courtyard designated
for retail and commercial space, and upper floors used for apartments. As of 30 June 2015, 100% of the
residential area was delivered with one remaining of one commercial unit (former cinema) for a total area
of 2,600 SQM. This unit was transferred into its own SPV (as defined in the "Glossary") and the Group is
now negotiating its sale with one potential buyer.
Kosik 1-3A: This project is a joint venture dedicated to the development of the site into an all-inclusive
residential area featuring commercial units, play grounds and sport facilities. All but one commercial unit
in Kosik 1 & 2 have been delivered. The value indicated represents the market value of the remaining
units owned by the Group at 50%. As of 30 June 2015, 99% of phases 1, 2 and 3A of the project were
delivered.
Feliz Residence: the property, located in Ochota district of Warsaw, comprises a multi-family residential
scheme of 40 apartments (4,434 SQM sellable area) and basement car parking for 44 parking spaces. As
of 31 December 2014, the project was delivered at 100%.
Klonowa Aleja: The project, located in the Targówek district of Warsaw, comprises 284 apartments as
well as retail space and underground car parking facilities (402 parking spaces). The project was
completed at the beginning of the year 2010. As of 30 June 2015, the project was delivered at 98%.
Project completed Location Asset type Comments
Market value Dec
2014
EUR Million
Market value Dec
2013
EUR Million
Mezihori Prague Multi-dwelling houses Occupancy permit in Q3 2013 0,3 5,3
Mostecka Prague Multi-dwelling houses 0,0 1,3
Kosik* Prague Multi-dwelling houses 0,1 0,4
Feliz Residence Warsaw Multi-dwelling houses 0,0 0,2
Klonowa Aleja Warsaw Multi-dwelling houses 0,5 0,9
Koliba Bratislava Multi-dwelling houses 0,0 0,8
TOTAL 0,8 8,9
* The Group owns 50% of Kosik. The market value indicated is the market value of the 50% share of the Group. As of January 2013, Kosic is consolidated
under the equity method.
93
Koliba - Parkville: This project, located on the Koliba hill in the northern part of Bratislava, consists of
10 residential buildings with 91 flats, 157 parking spaces. As of 31 December 2014, the project was
delivered at 98%.
Development Portfolio – Residential Assets – Project under Construction
The following table shows an overview of residential projects under construction in 2014:
** Value of Phases II-V of the project Benice is not included in the table above as they are categorized as
land bank which will be developed only in the future.
*** The project Berlin Naunynstr. 68 was deconsolidated as a result of the Group's loss of control over
CPI PG.
The Board of Directors resolved not to complete the development of the project Zlota 44 as of June 2014
and managed to sell the property (unfinished) in August 2014.
Benice – Phase 1: This project is a large scale residential development project located in the south east of
Prague, about 15 kilometres from the city centre. Phase 1B is currently on offer comprising 32 row
houses, semi-attached and detached houses, which were completed during the first half of 2014, and 4
apartments and 2 commercial units completed in the fourth quarter of 2014. As of 30 June 2015, 93%
SQM of the project was delivered. An additional phase, Benice 1C with 9 houses is currently under
development.. The construction began in July 2015 and presales were launched in of June 2015, with
construction completion planned for 2016.
Kosik 3B: This project is in its last phase of development (comprising of 253 apartment units), which is
divided into two sub-phases. Sale of the first sub-phase with 153 units was launched in the fourth quarter
of 2013 and has exceeded expectations with 109 units pre-sold as of December 2014 and 128 units pre-
sold as of the end of June 2015. Completion of the first sub-phase is scheduled for the second half of 2015
with first deliveries before the end of 2015 and with remaining deliveries in 2016. The second sub-phase
(containing 80 apartment units) was launched in the fourth quarter of 2014 and is planned to be completed
no later than in 2016. As to the second sub-phase, 22 apartment units were pre-sold as of 31 December
2014 and 45 apartment units were pre-sold as of the end of June 2015.
Development Portfolio – Land Bank
The GAV of the Group's land bank (including empty buildings and land plots for development or
redevelopment classified in the IFRS financial information under investment properties or inventories)
increased from EUR 27 million as of 31 December 2013 to EUR 79 million as of 31 December 2014.
Project under construction Location Asset type Comments
Market value
December 2014
EUR Million
Market value
December 2013
EUR Million
Zlota 44 Warsaw High rise luxury appartments Project sold out of the Group 0,0 30,1
Kosik 3B Prague Multi-dwelling houses Sales launch in Q4 2013 4,2 1,7
Benice 1 Prague Houses Delivery of units in progress 1,4 2,3
Berlin Naunynstr. 68 Berlin, Kreutzberg Multi-dwelling houses Project was deconsolidated 0,0 3,5
TOTAL 5,7 37,6
* The Group owns 50% of Kosik. The market value indicated is the market value of the 50% share of the Group. As of December 2014, Kosic is consolidated
under the equity method.
94
This year-on-year increase of EUR 52 million was driven by:
EUR 15 million of change of scope due to loss of control over GSG portfolio and deconsolidation
of Polish projects due to bankruptcy;
EUR 66 million of investments mainly due to purchase of new acquisition for future
development; and
EUR 2 million of positive change in value.
The GAV of the Group's land bank increased further to 89 million as of 30 June 2015. This further
increase of EUR 10 million was driven by:
EUR 6.1 million of change due to new acquisition;
EUR 4.8 million of change due to positive increase in market value; and
EUR 0.5 million of sales.
As of 30 June 2015, the Group holds approximately 2.1 million SQM of land plots (0.3 million SQM
zoned and 1.8 million SQM unzoned), which reflects no change since 31 December 2014. The potential
GEFA development is currently estimated at 0.8 million SQM. Potential GEFA is not estimated on all the
land plots and should be considered here as only an indication of the potential pipeline on the short to
mid-term basis.
The following table summarizes the land bank status per country and gives an estimate of the current
projected GEFA:
Over the first half of 2015, the land bank decreased due to the sale of land plots in Ostrava. This decrease
was offset by new acquisitions in the Czech Republic made during the first quarter of 2015. The new
acquisitions contain two development projects for residential use, counting approximately 42 thousand
SQM of developable land area in Prague and the surrounding area.
Country Land plot area GEFA estimated Land plot area GEFA estimated* Land plot area GEFA estimated*
The Czech Republic 95 738 sqm 96 801 sqm 800 305 sqm 66 250 sqm 896 043 sqm 163 051 sqm
Poland 69 681 sqm 59 726 sqm 35 573 sqm 47 256 sqm 105 254 sqm 106 982 sqm
Slovakia 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm
Croatia 6 208 sqm 0 sqm 104 944 sqm 0 sqm 111 152 sqm 0 sqm
Germany 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm
Sub-total land bank 171 627 sqm 156 527 sqm 940 822 sqm 113 506 sqm 1 112 449 sqm 270 033 sqm
The Czech Republic 18 881 sqm 32 008 sqm 885 813 sqm 530 400 sqm 904 694 sqm 562 408 sqm
Poland 131 130 sqm 0 sqm 0 sqm 0 sqm 131 130 sqm 0 sqm
Slovakia 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm
Croatia 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm
Germany 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm
Sub-total other category 150 011 sqm 32 008 sqm 885 813 sqm 530 400 sqm 1 035 824 sqm 562 408 sqm
Total 321 638 sqm 188 535 sqm 1 826 635 sqm 643 906 sqm 2 148 273 sqm 832 441 sqm
GEFA estimated*: the figure is presented here as an estimation only on the basis of the latest internal study performed. Only building permit
determine the authorized GEFA. All the land plot are not systematically covered with a GEFA estimate.
With zoning Without zoning Total
95
Together with the acquisitions made in the second half of 2014, these future projects, developable in the
coming years, consist of freehold land with a potential for development of residential, office, hospitality
and retail premises. The land bank provides the support for the future pipeline of the Group. Praga,
Benice 2-5 or Nupaky in Prague amounting to approximately 870 thousand SQM of land bank, of which
approximately 31.5 thousand SQM are zoned, and currently under review to be potentially developed for
residential development projects over the coming years. The plot of Bubny amounting to nearly 240
thousand SQM of land in Prague 7 (including joint venture with Unibail Rodamco) is at the core of the
commercial development pipeline in Central Europe.
The following table summarizes the land bank status per country as of 31 December 2014 and shows
previous estimates of projected GEFA:
** "Other category" refers to land plots included in the reported gross asset value of other sub group of
the portfolio (rental, commercial development or residential development).
Over the year 2014, the land bank decreased through the deconsolidation of land bank due to the Group's
loss of control over CPI PG. However, this decrease was partially offset by new acquisitions in the Czech
Republic made during the fourth quarter of 2014. These new acquisitions contain four development
projects, counting approximately for 186,000 SQM of developable land area in Prague and its
surrounding areas, and a brownfield area in Brno with an area of approximately 22.5 hectares. These
future projects, developable in the coming years, consist of freehold land with a potential for development
of residential, office, hospitality and retail premises. For the brownfield, the Group indents to build a
mixed used project with similar size as its project Bubny in Prague.
Environmental issues
The Group's real estate portfolio does not include properties which, in the view of the Group's
management, have material environmental issues. However, the Group is subject to various
environmental laws and cannot rule out that material environmental issues with respect to properties held
in its real estate portfolio will arise in the future.
Country Land plot area GEFA estimated Land plot area GEFA estimated* Land plot area GEFA estimated*
The Czech Republic 112 822 sqm 110 004 sqm 757 451 sqm 66 250 sqm 870 273 sqm 176 254 sqm
Poland 69 681 sqm 59 726 sqm 35 573 sqm 47 256 sqm 105 254 sqm 106 982 sqm
Croatia 6 208 sqm 0 sqm 104 944 sqm 0 sqm 111 152 sqm 0 sqm
Germany 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm
Sub-total land bank 188 711 sqm 169 730 sqm 897 968 sqm 113 506 sqm 1 086 679 sqm 283 236 sqm
The Czech Republic 18 881 sqm 32 008 sqm 885 813 sqm 530 400 sqm 904 694 sqm 562 408 sqm
Poland 131 130 sqm 0 sqm 0 sqm 0 sqm 131 130 sqm 0 sqm
Sub-total other category 150 011 sqm 32 008 sqm 885 813 sqm 530 400 sqm 1 035 824 sqm 562 408 sqm
Total 338 722 sqm 201 738 sqm 1 783 781 sqm 643 906 sqm 2 122 503 sqm 845 644 sqm
GEFA estimated*: the figure is presented here as an estimation only on the basis of the latest internal study performed. Only building permit
determine the authorized GEFA. All the land plot are not systematically covered with a GEFA estimate.
With zoning Without zoning Total
96
Insurance coverage
The Group has purchased various operating insurance policies, which include customary property and
general liability insurances, covering e.g. damage from fire, water pipe, flood and weather-related
incidents, theft and unidentified risks, and insurance covering liability claims against the property owner
(so-called all risks property insurance); contractors' all risks insurances including third party liability
insurance; third party office liability insurances; third party liability insurances for the property
management activity; group accident and travel insurance, and car insurance.
The Group has taken out directors and officers (the "D&O") liability insurance. The D&O insurance
against financial damages and legal claims for wrongful acts performed by corporate directors or officers
of the Group as part of their corporate duties comprising also the members of the Board of Directors. The
D&O insurance contracts provide for a deductible for all of the members of the Board of Directors.
Based on its current knowledge, the Group believes that its insurance coverage, including the maximum
coverage amounts, exclusions and limitations of liability and terms and insurance policy conditions, are
standard for its industry. The Group cannot, however, guarantee that it will not incur any losses or
become the subject of claims that exceed the scope of the relevant insurance coverage.
Employees
As of 31 December 2014, the Group employed in total 21 employees: 11 in the Czech Repulic; 4 in
Luxembourg; 5 in Poland and 1 in Slovakia. From 1 July 2014 the Group began outsourcing services in
the field of general administration, tax, accounting, reporting, human resources, property management
and IT to certain assets in the Czech Republic. The value of such services amounted to EUR 0.5 million
in 2014.
As of 31 December 2013, the Group employed in total 268 non-hospitality employees: 83.5 in the Czech
Repulic; 108.5 in Germany; 13 in France; 7 in Luxembourg; 14 in Hungary; 39 in Poland and 3 in
Slovakia.
As of 31 December 2012 the Group employed in total 298 non-hospitality employees: 104.5 in the Czech
Republic; 103 in Germany; 26 in France; 7 in Luxembourg, 15.5 in Hungary; 38 in Poland and 3 in
Slovakia. The Group's employees in Luxembourg form the strategic management of the Group and their
support staff.
None of the Group's entities have a works council as of 31 December 2014. The Group believes to have a
good relationship with its employees and has not experienced any strikes in the past.
Research and development
The Group owns and manages real estate assets and does not engage in research and developments
activities.
Intellectual property, trademark and domains
97
The Group does not own any patents. The Group considers the trademarks "ORCO" and “ORCO
PROPERTY GROUP” to be its most important registered trademarks.
The Group has several website domains, the most significant of which is www.orcogroup.com.
Apart from the intellectual property rights mentioned above, the Group holds no significant intellectual
property rights and is not dependent on patents or licenses material to the Group's business.
Material agreements
The Company or members of its Group are not party to any material agreements that are out of the
ordinary course of business.
Financing agreements
The Company or members of its Group are not party to any financing agreements that are out of ordinary
course of business.
Asset management, property management and supply agreements
The Company or members of its Group are not party to any asset management, property management or
supply agreements that are out of ordinary course of business.
Legal proceedings relating to the Group
From time to time, the Group may be subject to various legal proceedings and claims that are incidental to
the Group's ordinary course of business. The Group is currently party to various legal proceedings,
including consumer complaints, contract disputes, and other claims. This section identifies all litigation
matters which we believe are potentially material to the Group's business, financial position or results of
operations or which, in the event of an adverse outcome, could materially harm the Group's reputation.
For the potential consequences of an adverse outcome in relation to these proceedings and claims, see
"Risk Factors". The Group is, and may be in the future, involved in various legal proceedings and may
experience unfavourable outcomes, which could adversely affect its business and financial condition.
Certain Shareholders of the Company, notably Kingstown Partners Master Ltd. (Cayman Islands),
Kingstown Partners II LP (Delaware), Ktown LP (Delaware) (collectively "Kingstown") challenged the
CPI PG's capital increases of 4 December 2013 and 5 March 2014 and sued, inter alia, for their
cancellation. Some of these Shareholders also contested the validity of the Company's general meeting
held on 6 January 2014 in Luxembourg. On 13 February 2015, the Tribunal d'Arrondissement de et à
Luxembourg (the "Court") accepted Kingstown's request to withdraw their legal action against the
Company.
On 20 January 2015 the Company was served with a summons containing legal action of Kingstown. The
action was filed with the Court and sues the Company, CPI PG and certain members of the Board of
Directors as jointly and severally liable for damages in the amount of EUR 14,485,111.13 and
compensation for moral damage in the amount of EUR 5,000,000. According to Kingstown's allegation
98
the claimed damage has arisen as a consequence of alleged violation of the Company's minority
Shareholders rights. Management of the Company will take all available legal actions to oppose these
allegations in order to protect the corporate interest as well as the interest of its Shareholders.
Portfolio valuation
We kindly refer you to Annex 2 which tables the evaluation report prepared by DTZ as of 30 June 2015
with respect to the Company's material properties.
As further detailed in the section "Document incorporated by reference" we also kindly draw your
attention to the valuation report prepared by Mazars Consulting s.r.o as of 30 June 2015 with respect to
the Company's material properties, available on the website of the Company (www.orcogroup.com), as
well as on the website of the Luxembourg Stock Exchange (www.bourse.lu).
No material changes have occurred in the properties of the Company since the dates of valuation
mentioned in the respective valuation reports.
Any differences between the values presented in the valuation reports and the ones underlined in the 2014
annual accounts are related to the following landbank and freehold buildings: the fair value decreased for
Bubny, Czech rRepublic (EUR 13 million), Váci 188, Hungary (EUR 2 million) and Marki, Poland (EUR
1.1 million) and increased for Zbrojovka Brno, Czech Rrepublic (EUR 6 million). For a more recent
valuation, we kindly refer you to the valuation report attached as Annex 2 and to the valuation report
incorporated by reference to this Prospectus, which can be found on the website of the Company
(www.orcogroup.com), as well as on the website of the Luxembourg Stock Exchange (www.bourse.lu).
99
DOCUMENT INCORPORATED BY REFERENCE
A valuation report prepared by Mazars Consulting s.r.o as of 30 June 2015 with respect to the Company's
material properties shall be deemed to be incorporated in, and to form part of, this Prospectus (with the
exception of "Annex No. 1: Extract from the land register" of the valuation report) and has been
published on the website of the Company (www.orcogroup.com), as well as on the website of the
Luxembourg Stock Exchange (www.bourse.lu). The parts of the valuation report that are not incorporated
by reference (i.e. "Annex No. 1: Extract from the land register") are not relevant
for the investors.
Document Page Reference Incorporated on page of the
Prospectus
Valuation report prepared by
Mazars Consulting s.r.o as of 30
June 2015 with respect to the
Company's material properties
1-38 98, 99
100
MANAGEMENT AND BOARD OF DIRECTORS
Board of Directors
General
The Company's Board of Directors (conseil d'administration) is responsible for the management,
administration and representation of the Company in all matters concerning the business of the Company,
including but not limited to the review, establishment and oversight of the Company's strategic objectives,
and supervises the Company's operations, approves certain major transactions and oversees the
Company's systems of internal controls and governance. The Board of Directors is also entrusted with
convening General Meetings of the Shareholders and operates subject to the provisions of the Articles of
Incorporation and the powers granted by shareholders' resolutions.
The Board of Directors represents the Shareholders and acts in the best interests of the Company. Each
member, whatever his/her designation, represents the Company's Shareholders. The Board of Directors is
empowered to carry out all and any acts deemed necessary or useful to accomplish the corporate purpose
of the Company. All matters that are not reserved for the General Meeting of the Shareholders by law or
by the Articles of Incorporation are within its authority.
In its relationship with third parties, the Company is bound by acts exceeding its corporate purpose,
unless it can prove that the third party knew such act exceeded the Company's corporate purpose or
should have known under the circumstances. The Directors (as defined below) do not contract any
personal obligation with regard to the commitments of the Company. The Directors however remain
responsible to the Company in accordance with common law as regards the due discharge of their duties
as given and any faults committed during their period in office.
The Directors are jointly and severally liable, to the Company or to third parties if applicable, for any and
all damages resulting from infractions to the provisions of the 1915 Law, or to the Articles of
Incorporation of the Company. They may only be granted discharge from such liability, with respect to
infractions in which they have taken part, if no fault may be attributed to them and they have denounced
such infractions before the next General Meeting of the Shareholders as soon as they have become aware
of such infractions.
Board size and composition
The Articles of Incorporation provide for a Board of Directors consisting of a minimum of three (3)
directors (administrateurs) (each a "Director" and together the "Directors").
As of the date of this Prospectus, the Company's Board of Directors currently comprises (3) three
Directors:
1 executive member representing the management of the Company:
101
Mr. Jiri Dedera (the "Managing Director"), with professional address at 40 rue de la Vallée, L-
2661 Luxembourg, Grand-Duchy of Luxembourg;
1 independent member:
Mr. Edward Moss Hughes (the "Chairman"), with professional address at Linden 4, 31-33
Merrion Road, Ballsbridge, Dublin 4, Ireland (together the "Independent Directors"); and
1 non-executive member representing Shareholders: Mr. Pavel Spanko, with professional address
at Václavské Náměstí 33, 11000 Prague 1, Czech Republic Prague (the "Non-Executive
Director").
Any natural or legal person may serve on the Board of Directors, except for persons specifically
prohibited by applicable law. A legal entity may be a Director (a "Corporate Director"), in which case it
must designate a permanent representative to perform that role in its name and for its account. The
revocation by a Corporate Director of its representative is conditional upon the simultaneous appointment
of a successor.
Term, appointment and removal of Directors
The members of the Board of Directors are elected by the General Meeting of the Shareholders for a
period not exceeding six (6) years. They are eligible for re-election and they may be removed at any time,
with or without cause, by a resolution adopted by the simple majority of the General Meeting of the
Shareholders. The current mandate for the directors expires on the 2016 annual General Meeting of the
Shareholders approving the accounts for the financial year ending 31 December 2015. The 2015 annual
General Meeting of the Shareholders took place on 28 May 2015 in Luxembourg. The 2016 annual
General Meeting of the Shareholders is expected to be convened to take place on 28 May 2016.
Chairman and Managing Director
The annual General Meeting of the Shareholders held on 28 May 2015 appointed Jiri Dedera as Managing
Director (administrateur délégué) of the Company until the annual General Meeting of the Shareholders
of 2016 concerning the approval of the annual accounts of the Company relating to the accounting year
ending 31 December 2015.
The Articles of Incorporation and Rules of Procedure of the Board of Directors will provide that the
Board of Directors will elect a Secretary of the Board of Directors who need not be a Director as soon as
practicable. The Secretary will be tasked with ensuring that the actions of the Board of Directors comply
with the Articles of Incorporation.
Meeting of the Board of Directors
Meetings of the Board of Directors are held as often as deemed necessary or appropriate. All members,
and in particular the independent and non-executive members, are guided by the interests of the Company
and its business, such interests including, but not limited to, the interests of the Company's Shareholders
and employees.
102
Since the beginning of the year 2015, the Board of Directors has held 4 meetings, while in 2014 the Board
of Directors had 18 meetings.
The Board of Directors may only deliberate if the majority of its members are present or represented, a
proxy between Directors, which may be given in writing, by telegram, telex or fax being admitted. In
cases of emergency the Directors may vote in writing, by telegram, telex, fax, fax, electronic signature or
by any other secured means.
The decisions of the Board of Directors are taken at a majority of votes, in case of a tie, the Chairman of
the meeting has a casting vote. Resolutions signed by all members of the Board of Directors are just as
valid and enforceable as those taken at the time of a duly convened and held meeting of the Board of
Directors. The Secretary makes sure to get a specimen of the signatures of all Directors, and the Chairman
and Managing Director checks that they correspond to those affixed on all and any documents signed
outside of meetings.
Delegation of powers of the Board of Directors
The Board of Directors can delegate all or part of its powers regarding the daily management as well as
the representation of the Company with regard to such daily management to one or more Directors, who
need to be Shareholders. The realisation and pursuit of all transactions and operations basically approved
by the Board of Directors are likewise included in the daily management of the Company. Within this
scope, acts of daily management may include particularly all management and provisional operations,
including the realisation and the pursuit of acquisitions of real estate and securities, the establishment of
financings, the taking of participating interests and the placing at disposal of loans, warranties and
guarantees to group companies, without such list being limitative.
The Board of Directors can likewise designate a secretary, who may be a person outside the Board of
Directors (the "Secretary"). The Secretary shall be in charge of convening the Directors to the meeting of
the Board of Directors, of keeping the register of attendance, of ensuring the drawing of minutes of any
meetings, and to deliver requested copies, extracts or abstracts of the same. In the event of the absence or
impediment of the Managing Director, the Board of Directors designates at the time of each meeting the
one of its members who shall act as Chairman of the meeting.
The Managing Director and Secretary are at all times eligible for re-election.
Directors
Biographical information
Jiri Dedera – is the chief executive officer "the "CEO") & Managing Director of the Company,
previously appointed as deputy CEO, Mr. Dedera joined the Company in January 2014 and has
also been a Director of the Company since 4 February 2013 and is a member of the Company's
Audit Committee and Remuneration Committee. Before joining the Company, Mr. Dedera
worked for CPI PG as the investment director and before that for Deloitte and Pricewaterhou-
seCoopers in the Czech Republic and in the United States. He graduated from the Technical
University of Brno, Czech Republic;
103
Edward Moss Hughes began his career with Arthur Andresen, where he worked in various
positions in auditing and corporate finance. Later he worked as a director for GE Capital Europe.
Since the mid-1990’s Mr. Hughes has been engaged in entrepreneurial and investment activity,
primarily in the corporate finance and real estate areas with a primary focus on Central and
Eastern Europe. Mr. Hughes is also a Director in CPI PG.
Pavel Spanko has been an active entrepreneur and investor in the Czech Republic and the Central
and Eastern European region since early 1990s. His early activities included mainly marketing
and internet businesses. Later he turned to real estate businesses and his current portfolio
includes both residential and investment properties. Since November 2014 Mr. Spanko has held
31.80% of ORCO Property Group via Aspley Ventures Limited.
Board committees
As of the date of the Prospectus, the Board of Directors has the following committees:
Audit Committee (the "Audit Committee");
Remuneration, Appointment and Related Party Transaction Committee (the "Remuneration
Committee").
The implementation of decisions taken by these committees enhances the Company's transparency and
corporate governance. Independent and non-executive directors are a significant part of these
committees.
Audit Committee
As of the date of this Prospectus, the Audit Committee is now comprised of one Independent Director
(Edward Hughes) and the Managing Director (Jiri Dedera).
The Audit Committee reviews the Company's accounting policies and the communication of financial
information. In particular, the Audit Committee follows the auditing process, reviews and enhances the
Company's reporting procedures by business lines, reviews risk factors and risk control procedures,
analyzes the Company's group structure, assesses the work of external auditors, examines consolidated
accounts, verifies the valuations of real estate assets made by DTZ, marks bonds to market and audits
reports.
The Audit Committee has therefore invited persons whose collaboration is deemed to be advantageous to
assist it in its work and to attend its meetings.
Remuneration Committee
As of the date of this Prospectus, the Remuneration Committee is comprised of one Independent Director
(Edward Hughes) and the Managing Director (Jiri Dedera). The Remuneration Committee presents
proposals to the Board of Directors about remuneration and incentive programs to be offered to the
104
management and the Directors of the Company. The Remuneration Committee also deals with related
party transactions.
The role of the Remuneration Committee is among other things to submit proposals to the Board of
Directors regarding the remuneration of executive managers, to define objective performance criteria
respecting the policy fixed by the Company regarding the variable part of the remuneration of top
management (including bonus and share allocations, share options or any other right to acquire shares)
and that the remuneration of non-executive Directors remains proportional to their responsibilities and the
time devoted to their functions.
Senior Management
The senior management of the Company (the "Senior Management") is entrusted with the day-to-day
running of the Company and among other things to:
be responsible for preparing complete, timely, reliable and accurate financial reports in
accordance with the accounting standards and policies of the Company;
submit an objective and comprehensible assessment of the Company's financial situation to the
Board of Directors;
regularly submit proposals to the Board of Directors concerning strategy definition;
participate in the preparation of decisions to be taken by the Board of Directors;
supply the Board of Directors with all information necessary for the discharge of its obligations in
a timely fashion;
set up internal controls (systems for the identification, assessment, management and monitoring
of financial and other risks ), without prejudice to the board's monitoring role in this matter; and
regularly account to the board for the discharge of its responsibilities.
The Senior Management meets on a regular basis to review the operating performance of the business
lines and the containment of operating expenses.
Evolution of the Senior Management
Mr. Guy Wallier passed away on 3 September 2015 at the age 79. Mr. Wallier, French national and a
former banker was a member of OPG’s Board since the Company’s creation. Recently he was also a
member of the audit committee and the president of the remuneration committee.
On 18 March 2014, the Board of Directors decided to implement changes in the management structure by
terminating the executive contracts of Messrs. Jean-François Ott, Nicolas Tommasini, Ales Vobruba and
Brad Taylor, and agreeing to comply with their termination packages.
105
The Board of Directors appointed Mr. Tomas Salajka as new CEO and Mr. Jiri Dedera, then Deputy
CEO, as new Managing Director.
In November 2014 the Company and Mr. Yves Désiront, then chief financial officer (the "CFO"),
mutually agreed to terminate their collaboration. Mr. Yves Désiront continued supporting the Company in
several specific matters until the end of February 2015.
On 10 November 2014 Mr. Salajka resigned from his position of CEO of the Company with immediate
effect, but continued supporting the Company in several specific matters until the end year. Further to the
resignation of Mr. Salajka from the position of CEO on 10 November 2014, the Board of Directors
appointed Mr. Dedera as the new CEO on 12 November 2014.
On 15 December 2014 the Company appointed Mr. Erik Morgenstern as the new CFO.
Members of the Senior Management
Accordingly, as of the date of this Prospectus, the Senior Management of the Company, with professional
address at 40 rue de la Vallée, L-2661 Luxembourg, Grand-Duchy of Luxembourg consists of the
following members:
Jiri Dedera, CEO & Managing Director, previously appointed as Deputy CEO, joined the
Company in January 2014. Jiri Dedera has also been a Director of the Company since 4 February
2013 and is a member of the Company's Audit Committee and Remuneration Committee. Before
joining the Company, Jiri Dedera worked for CPI PG as the investment director and before that
for Deloitte and PricewaterhouseCoopers in the Czech Republic and in the United States. He
graduated from the Technical University of Brno, Czech Republic; and
Erik Morgenstern, CFO, has over 10 years of experience in various finance positions in the real
estate sector, including director of accounting and IFRS and chief financial officer. Prior to
joining the Company Mr. Morgenstern worked for CPI PG. He graduated from the University of
Economics Prague, Czech Republic.
Corporate governance
The Company is dedicated to acting in the best interests of its Shareholders and stakeholders. Towards
these ends, it is recognized that sound corporate governance is critical. The Company is committed to
continually and progressively implementing industry best practices with respect to corporate governance
and has been adjusting and improving its internal practices in order to meet evolving standards. The
Company aims to communicate regularly to its Shareholders and stakeholders regarding corporate
governance and to provide regular updates on its website.
The Company complies with the Luxembourg corporate governance regime and in particular with the
corporate governance principles applicable to Luxembourg companies that are listed on the Luxembourg
Stock Exchange, as established by the Luxembourg Stock Exchange (the X Principles of Corporate
106
Governance of the Luxembourg Stock Exchange).
Conflicts of interests within the Board of Directors and Senior Management
The Independent Directors are not involved in management, are not employees or advisors with a regular
salary and do not give professional services such as external audit services or legal advice. Furthermore,
they are not related to any management member or majority Shareholder of the Company.
Apart from their mandates as described below, the Directors have no further potential conflicts of
interests between any duties to the Company and their private interests or other duties.
Mr. Jiri Dedera
No other mandates other than within the Group and the Endurance Real Estate Fund, as of the date of
this Prospectus.
Mr. Dedera also held the following mandates outside of the Group and the Endurance Real Estate
Fund in the previous 5 years:
- Na Františkově, s.r.o.
- CD Property s.r.o.
- Polygon BC, a.s.
- CPI Palmovka Office, s.r.o.
- HD Investments s.r.o.
- CPI – Orlová, a.s.
- CPI Group, a.s.
- Ždírec Property Development, a.s.
- CPI Meteor Centre, s.r.o.
- Beroun Property Development, a.s.
- Airport City s.r.o.
- Farhan, a.s.
- Olomouc Office, a.s.
- CPI Park Mlýnec, a.s.
- Besnet Centrum, a.s.
- Materali, a.s.
- CTPark Olomouc, a.s.
- MQM Czech, a.s.
107
- Arkáda Prostějov, s.r.o.
- ABLON s.r.o.
- Luxembourg Plaza, a.s.
- CPI BB Centrum, a.s.
- OC Spektrum, s.r.o.
Mr. Edward Hughes
Mr. Hughes holds the following mandates / participations outside of the Group as of the date of this
Prospectus:
- LEXXUS a.s.;
- Pentaura s.r.o.;
- Residentia s.r.o.;
- Weened s.r.o.;
- Zonker a.s.;
- Castlefoyle a.s.;
- Castlefin a.s.;
- Castlederg a.s.;
- CPI Property Group S.A.;
- CPI Hotels, a.s.;
- Fidicien, s.r.o.;
Mr. Spanko also held the following mandates outside of the Group in the previous 5 years:
- EMH West, s.r.o.
- EMH South, s.r.o.
- EMH North, s.r.o.
Mr. Pavel Spanko
Mr. Spanko holds the following mandates / participations outside of the Group as of the date of this
Prospectus:
- Balabenka Office Building, a.s.;
- CIB Flats P10, a.s.;
- CIB GROUP, a.s.;
- CIB Property, s.r.o.;
- DELTA HAUS s.r.o.;
- CIB Rental, a.s.;
- MAISON development, a.s.;
- CIB Real Estate, s.r.o.;
- CIB Lands, s.r.o.;
108
- CIB Balabenska, s.r.o.;
- ASPLEY VENTURES LIMITED;
- Kanceláře Zámecká, s.r.o.;
- Office Rent Prachatice, s.r.o.;
Mr. Spanko also held the following mandates outside of the Group in the previous 5 years:
- Integra stavby, a.s.
Mr. Erik Morgenstern
Mr. Morgenstern holds the following mandates / participations outside of the Group as of the date of
this Prospectus:
- Karlín Development I, s.r.o.
Mr. Morgenstern held the following mandates in the previous 5 years outside of the Group:
- LD Praha, a.s.
- Best Properties South, a.s.
- Statenice Property Development, a.s
- Camuzzi, a.s.
- STRM Gama, a.s.
- STRM Alfa, a.s.
- STRM Property, a.s.
- STRM Beta, a.s.
- STRM Delta, a.s.
- VERETIX a.s.
- CURITIBA a.s.
- RK Building s.r.o.
- BAYTON Delta, a.s.
- BAYTON Alfa, a.s.
Shareholdings of Directors and Members of Senior Management
Apart from participations in the shareholding of the Company described below, the members of the Board
of Directors and of the Senior Management have no participation in the Company.
Mr. Jiri Dedera
109
Mr. Dedera holds one Share of the Company.
Mr. Edward Hughes
Mr. Edward Hughes holds one Share of the Company.
Mr. Pavel Spanko
Mr. Spanko holds indirectly 100,000,000 Shares in the Company (via Aspley Ventures Limited).
Mr. Erik Morgenstern as a member of the Senior Management
Mr. Morgenstern holds no Shares in the Company.
Remuneration of Directors and Members of Senior Management
Total compensation given as a short term employee benefits to the Senior Management in 2014 amounted
to EUR 0.8 million.
The annual General Meeting of the Shareholders held on 28 May 2014 resolved to approve, with the
effect as of 1 January 2014, the payment of attendance fees to all Independent Directors and Non-
Executive Directors of the Company in the amount of EUR 3,000 per calendar month as a base fee and
empowered the Board of Directors to decide at its sole discretion about the payment of additional fees up
to EUR 3,000 per calendar month to Independent Directors and Non-Executive Directors of the
Company. The Board of Directors and Committee attendance fees amounted to EUR 72,000 in 2014.
No benefits in kind were granted to the Directors and Members of the Senior Management in 2014.
Service contracts providing for benefits upon termination of employment and/or board
membership
As of the date of this Prospectus, there are no potential indemnity payments payable to the Senior
Management in the event of termination of their contracts in excess of compensation required by
respective labor codes.
Loans and similar undertakings
There are no current loans between the Group and the current members of the Board of Directors and the
Senior Management.
However, CPI PG (where Mr. Hughes is an independent member of the Board of Directors) has provided
a loan to the Company.
Arrangements between any Director or Member of Senior Management and Shareholders
Mr. Spanko holds (via Aspley Ventures Limited) 100,000,000 Shares of the Company. There are no
other arrangements between Directors or members of the Senior Management with major Shareholders,
customers, suppliers or others pursuant to which any Director or member of the Senior Management was
selected as a member of the respective body.
110
Family relationships
There are no family relationships between any Director or member of the Senior Management and
Shareholders.
Statement on past records
During the previous five years up to the date of this Prospectus, as far as any Director or member of the
Senior Management is concerned, there were no convictions in relation to fraudulent offences, no
bankruptcies (other than as described below), receiverships or liquidations, no official public
incrimination and/or sanctions by statutory or regulatory authorities (including designated professional
bodies) or any disqualification by a court from acting as a member of the administrative, management or
supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.
Mr. Dedera was a member of the Supervisory Board of SHH, which initiated a pre-bankruptcy procedure
to allow the restructuring of its operations. As of the date of this Prospectus, the pre-bankruptcy plan of
SHH has been approved and the reorganization of SHH successfully completed.
Restrictions on the disposal of securities
To the best knowledge of the Company there are no restrictions agreed between any of the members of
the management and the Senior Management on the disposal of the Company's securities.
PRINCIPAL SHAREHOLDERS
To the best knowledge of the Company, as of the date of this Prospectus, the following Shareholders have
a (notifiable) interest in the Company's capital or voting rights (more than 5%):
Shareholders
Number of
Shares
Stake/Voting
rights
Aspley Ventures Limited (an entity closely associated with Mr.
Pavel Spanko) 100,000,000 31.80%
Fetumar Development Limited (an entity closely associated with
Mr. Jan Gerner) 100,000,000 31.80%
Gamala Limited (an entity closely associated with Mr. Radovan
Vitek) 35,177,765 11.19%
Others 79,329,864 25.22%
Total 314,507,629 100.00%
To the best knowledge of the Company, natural persons associated with the Shareholders mentioned
above represent the ultimate beneficial owners of the Shareholders.
To the best knowledge of the Company, there are no arrangements between its major Shareholders, their
beneficial owners or representatives.
111
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
For additional information on related party transactions, please refer to note 16 to the Interim Financial
Statements, note 28 to the 2014 Consolidated Annual Financial Statements and note 29 to the 2013
Consolidated Annual Financial Statements.
Transactions with key management personnel
a) Remuneration of key management personnel
The members of the Board of Directors and the management of the Company are considered the key
personnel of the Group. As of 30 June 2015, the top management was made of two people as six members
were terminated or resigned in 2014.
Total compensation given as short term employee benefits to the top managers for the first half of 2015
amounted to EUR 0.1 million (EUR 0.4 million in the first half of 2014). For the full year 2014, such
compensation amounted to EUR 0.8 million (EUR 2.7 million for the year 2013).
The Board and Committees attendance compensation for the first half of 2015 was EUR 36,000 (same as
in the first half of 2014). For the full year 2014, such compensation amounted to EUR 72,000 (EUR
356,000 for 2013). The annual general meeting held on 28 May 2014 resolved to approve, with the effect
as of 1 January 2014, the payment of attendance fees to all independent, non-executive Directors in the
amount of EUR 3,000 per calendar month as a base fee and empowered the Board of Directors to decide
at its sole discretion about the payment of additional fees up to EUR 3,000 per calendar month to
independent, non-executive Directors.
During its meeting held on 3 February 2014, the Board of Directors agreed to terminate the Board and
Committees attendance compensation as set before, affective 1 January 2014. The previous
compensation scheme was as follows: (i) each Board and Committee member for all physical attendance
received EUR 4,000 per meeting, (ii) president presiding an ordinary and extraordinary General Meeting
of the Shareholders received EUR 9,000 per meeting.
b) Termination and change of control clauses
At 30 June 2015 and 31 December 2014, there were no potential termination indemnity payments in place
payable to the members of the Company's management in the event of termination of their contracts in
excess of the compensation as required by the respective labour codes.
On 18 March 2014, the Company's Board of Directors decided to dismiss and to terminate the executive
contracts of Jean-François Ott, Nicolas Tommasini, Ales Vobruba and Brad Taylor. Following
negotiations and approvals from the Board of Directors, on 27 March 2014 the Group and the former
management entered into a confidential settlement and mutual general release agreement by which the
Group settled all the existing and future potential obligations and claims arising from the termination and
the holding of warrants by the former management. Under this settlement agreement, the former
112
executives received EUR 7,150,000 in cash (EUR 1,150,000 to be paid in cash by CPI PG, then Orco
Germany SA). In addition, settlements in kind (non-core assets) were agreed with the former management
to transfer the Pachtuv Palace hotel in Prague and the Hakeburg property in Berlin (with their related
assets and liabilities) at the net asset value as of 31 December 2013 of EUR 8,400,000 including all
related shareholders' loans granted by the Group. As a result of the settlement agreement, Jean-François
Ott, Nicolas Tommasini, Ales Vobruba and Brad Taylor resigned from all their Board of Directors
positions and particularly from OPG and CPI PG boards. Accordingly, all indemnity payments as per
previous paragraph have been terminated and settled. As part of the settlement, affiliated entities of the
two members of the former management, or their affiliated entities, took over leasing of their company
cars and one member of the former management, or his affiliated entity, purchased his company car at the
then current accounting value.
c) Loans and advances with key management personnel
On 16 February 2007, the Company granted a loan of EUR 61,732 to Steven Davis, a former executive of
the Company with maturity date on 1 March 2008. In 2009, the loan was fully impaired as a result of a
dispute on the termination of the employment contract of Steven Davis. As of the date hereof, litigation is
pending in front of Luxembourg court. Bubny Development sued Mr. Davis for damages in the amount of
CZK 30,981,461. These litigations are pending as of the date of this Prospectus.
d) Other transactions with key management personnel
To ensure the liquidity for satisfaction of its future liabilities, the Company and Mr. Radovan Vitek
entered on 25 September 2014 into a put option agreement concerning the disposal of the shares held by
the Company in CPI PG. Pursuant to the terms of the put option agreement the Company has the right to
request Mr. Vitek, major shareholder of CPI PG, to purchase the CPI PG shares, or their portion, upon a
written request of the Company. The put option price payable by Mr. Vitek to the Company is EUR 0.47
per share plus 6% p.a. interest from the date of the put option agreement until the exercise of the put
option. The Company is not limited by the put option agreement to dispose of the CPI PG shares to a third
party and/or on the market. The put option agreement is valid for 2 years.
In 2014, the Company transferred 1 Share to Jiri Dedera and Tomas Salajka each for free and while they
hold their Board functions. Following resignation of Tomas Salajka in November 2014, 1 Share was
automatically transferred back to the Company.
In the first half of 2011, two entities closely associated to Gabriel Lahyani, then member of the Board of
Directors acquired 8,890 bonds (ISIN: XS0302623953) of ORCO Germany S.A. from the Company's
subsidiary for a total of EUR 4.4 million. As of the date of this Prospectus, the amount of EUR 227.480
plus statutory late interest accrued thereon is owed to the Company's subsidiary as a consequence of this
transaction. Although the Company firmly intends to pursue full recovery of this amount, the receivable
has been impaired in the 2012 accounts. As of the date of this Prospectus litigation is pending with
respect to the delivery and payment of these bonds.
Transactions with the Endurance Real Estate Fund
113
The Group is the sponsor of a Luxembourg regulated closed end umbrella investment fund dedicated to
qualified investors, the Endurance Real Estate Fund. This fund has opted for the form of a "Fonds
Commun de Placement". The Company is the shareholder of the management company of the fund and
had an ownership interest of 14.8% in the Residential Sub-fund as at 30 June 2015.
The Company's remuneration from the Residential Sub-fund amounting to EUR 0.3 million in the first
half of 2015 (0.7 million in 2014; EUR 1.7 million in 2013) is linked to:
- the liquidation fee for the Residential Sub-fund; and
- the disposal fee calculated as 0.5% of the value of the assets sold.
As of 30 June 2015, open invoices for unpaid management fees owed by Endurance Real Estate Fund to
the management company amounted to EUR 0.15 million. The total of invoices issued in 2014 by the
management company to the sub-funds of the Endurance Real Estate Fund, mainly composed of
management fees, amounted to EUR 0.6 million (2013: EUR 1.1 million).
Besides the fund management, there are transactions between the Group and the Endurance Real Estate
Fund companies as a consequence of Group companies rendering administrative and financial services.
These transactions resulted in the recognition in 2014 of EUR 86 thousand of revenue (EUR 0.6 million
in 2013) and EUR 0.2 million of expenses (EUR 0.5 million in 2013). The net outstanding amount of
receivables was EUR 0.4 million at 30 June 2015 (EUR 0.1 million at 31 December 2014;
EUR 0.3 million as at 31 December 2013).
Moreover Group companies subscribed for loans with Endurance Real Estate Fund partners that
amounted to EUR 0.8 million at 31 December 2014, interests included (EUR 0.8 million at 31 December
2013).
During the first half of 2015, the Residential sub-fund distributed dividends to the Company in the
amount of EUR 0.5 million (EUR 1.6 million in 2014; ''EUR 0.2 million in 2013).
Transactions with CPI PG
Management fees
CPI PG companies, affiliated with Mr. Radovan Vitek, have provided property management services to
certain assets of the Company in the Czech Republic. The value of such services amounted to EUR 6
thousand in the first half of 2015 (2014: EUR 0.1 million; 2013: EUR 54 thousand).
From 1 July 2014 CPI PG companies began providing outsourcing services in the field of general
administration, tax, accounting, reporting, human resources and IT to certain assets of the Company in the
Czech Republic. The value of such services amounted to EUR 0.6 million in the first half of 2015 (2014:
EUR 0.4 million).
114
In prior years, the Group provided services to hospitality entities of which the outstanding amount was
EUR 0.9 million at 31 December 2014. These services related to IT, human resources and restructuring.
The Group created allowance for these receivables in the amount of EUR 0.7 million.
Sale of SHH loan
On 11 June 2014 the Company entered into a transaction concerning partial disposal of its stakes in SHH,
whereby the Group disposed of 2,080,000 SHH shares corresponding to 24.94% of the shares and voting
rights and also of its shareholder receivables from SHH. Shares were sold for EUR 1 and receivables were
sold for EUR 2.1 million. The opportunity to dispose of the SHH stakes was mediated by CPI PG.
However, CPI PG made no profit or other benefit out of such mediation.
Loan by CPI PG
On 17 June 2014 the Company as borrower and CPI PG as lender entered into a credit facility agreement
with the following parameters: EUR 3.5 million facility framework, repayment in 3 months and interest
of 8% p.a. The parties agreed to extend the maturity until 31 December 2015, the facility limit was
extended to EUR 20.0 million, and the interest decreased to 5% p.a. At 30 June 2015, the outstanding
balance amounted to EUR 9.6 million (31 December 2014: EUR 1.9 million).
Capital Increase
On 24 September 2014 the Company entered into an agreement for the subscription of 65,957,446 new
ordinary shares issued by CPI PG at the subscription price of EUR 0.47 per share, which is approximately
12% below the current market price of EUR 0.53. The Company paid an aggregate subscription price of
EUR 30,999,999.62 and the new shares were issued by CPI PG on 24 September 2014.
Notes guarantee
On 7 November 2014, the Company and CPI PG entered into a trust deed pursuant to which CPI PG
agreed to unconditionally and irrevocably guarantee the due and punctual payment of all sums from time
to time payable by the Company in relation to the New Notes, which were issued on 4 October 2012 and
amended and restated pursuant to the trust deed. CPI PG has also undertaken in the trust deed to be
bound by certain limitations on its activities and to maintain certain financial ratios.
In consideration of CPI PG's entry into the trust deed and the guarantee given thereunder, the Company
has agreed to pay to CPI PG a guarantee fee of 3% per annum of the outstanding principal balance of the
New Notes, payable on a payment in kind (PIK) basis falling due on the business day after all amounts
payable in connection with the New Notes have been paid in full.
Treasury shares sale
115
On 5 November 2014 the Group sold 117,980 of its treasury shares to CPI PG at the then prevailing
market price of EUR 0.37 per share.
Hospitality transaction
On 19 December 2014, the Company sold its interest in the hospitality Mamaison joint venture to CPI PG
through transfer of its ownership in Endurance Hospitality Assets S.à r.l. and Endurance Hospitality
Finance, S.à r.l., entities holding 50 % share in Hospitality Invest S.á r.l. As part of the transaction the
Group sold the receivables (loans) provided by the Group to these entities. The transaction price for
shares and the receivables was EUR 13.3 million.
Transactions with SHH
As part of the pre-bankruptcy reorganisation proceedings of SHH the Group agreed on 19 December 2014
to equitise its receivables in the amount of approximately EUR 1.58 million into newly issued SHH
shares as part of the pre-bankruptcy plan. In order to support SHH the Group agreed on 19 December
2014 not to invoice its management fees from the date of the initiating of the SHH pre-bankruptcy
proceedings. On 22 April 2015 the Group also terminated the management agreement with SHH.
116
GENERAL INFORMATION ON THE COMPANY AND THE GROUP
Formation, name, registered office, fiscal year and duration of the Company
The Company is a public limited company ("société anonyme") incorporated and existing under
Luxembourg law, and registered at the Luxembourg Trade and Companies Register (RCS) under number
B 44 996. The Company's corporate capital is set at EUR 31,450,762.90 represented by 314,507,629
shares without nominal value, as of the date of this Prospectus. The Company was incorporated by a
notarial deed drawn on 9 September 1993 by Maître Frank Baden, for an indefinite period of time.
The Company's financial year begins on the first day of January and ends on the thirty first day of
December. The first financial year of the Company exceptionally began on the Company's date of
incorporation. The Company's registered office is located at 40, rue de la Vallée, L-2661 Luxembourg,
Grand Duchy of Luxembourg. The telephone number of the Company is +352 26 47 67 47.
Historical changes to the Articles of Incorporation of the Company
Corporate purpose
The latest amendment of the Articles of Incorporation took place after the extraordinary General Meeting
of the Shareholders held on 17 February 2015, which decided, inter alia, to modify, renew and replace the
Company's existing authorised share capital and to set it to an amount of one hundred million euros (EUR
100,000,000.00).
According to article 4 of the Articles of Incorporation, the purpose of the Company is:
the direct acquisition of real property, the taking of participations and the placing of loans at
disposal for companies that form part of its group. Its activity may consist in carrying out
investments in real estate, such as the purchase, sale, construction, valorisation, management
and rental of buildings, as well as in the promotion of real estate, be it on its own or through
its branches;
to carry out investments, as regards the hotel industry, such as the purchase, sale,
construction, valorisation, management and running of hotels on its own or through its
branches;
the taking of participations, in any form whatsoever, in any commercial, industrial, financial
or other Luxembourg of foreign companies, whether they are part of the group or not, the
acquisition of all and any securities and rights by way of participation, contribution,
subscription, underwriting or purchase options, or negotiation, and in any other, and in
particular the acquisition of patents and licenses, their management and development, the
granting to undertakings in which it holds a direct or indirect stake of all kinds of assistance,
loans, advances or guarantees and finally all and any activities directly or indirectly relating
to its corporate purpose;
playing a financial role, or carry out an activity of management in enterprises or companies it
holds or owns; and
117
to carry out all and any commercial, movable, immovable and financial operations likely to
relate directly or indirectly to the activities defined above and susceptible of promoting their
fulfillment.
Group structure and material shareholding
Orco Property Group consolidated subsidiaries
% Shareholding
Company Country
Currenc
y Activity
31.12.201
4
31.12.201
3
Orco Adriatic, d.o.o. Croatia HRK Hospitality 100.00% 100.00%
Orco Razvoj, d.o.o. Croatia HRK Development 100.00% 100.00%
Asmihati Holding Limited Cyprus EUR Development 100.00% n/a
BCC - Brno City Center, a.s.
(sold)
Czech
Republic
CZK Renting 0.00% 100.00%
BIANKO, s.r.o. Czech
Republic
CZK Development 100.00% n/a
Bubenská 1, a.s. Czech
Republic
CZK Renting 100.00% 100.00%
Bubny development, s.r.o. Czech
Republic
CZK Development 100.00% 100.00%
Byty Podkova, a.s. Czech
Republic
CZK Development 100.00% 100.00%
Darilia a.s. Czech
Republic
CZK Development 100.00% 100.00%
Development Doupovská,
s.r.o.
Czech
Republic
CZK Development 75.00% 75.00%
Development Pražska s.r.o. Czech
Republic
CZK Development 100.00% 100.00%
Estate Grand, s.r.o. Czech
Republic
CZK Development 100.00% 100.00%
Hagibor Office Building, a.s. Czech
Republic
CZK Renting 100.00% 100.00%
Industrial Park Střibro s.r.o. Czech
Republic
CZK Renting 100.00% 100.00%
IPB Real, s.r.o. Czech
Republic
CZK Development 100.00% 100.00%
Jihovýchodni Město, a.s. Czech
Republic
CZK Development 100.00% 75.00%
Megaleiar, a.s. Czech
Republic
CZK Development 100.00% 100.00%
Na Poříčí, a.s. Czech
Republic
CZK Renting 100.00% 100.00%
118
Nupaky, a.s. Czech
Republic
CZK Development 100.00% 100.00%
Oak Mill, a.s. Czech
Republic
CZK Development 100.00% 100.00%
OFFICE CENTER
HRADČANSKÁ, a.s.
Czech
Republic
CZK Renting 100.00% 100.00%
Orco Financial Services,
s.r.o.
Czech
Republic
CZK Development 100.00% 100.00%
Orco Praga, s.r.o. Czech
Republic
CZK Development 100.00% 75.00%
Orco Prague, a.s. Czech
Republic
CZK Management
services
100.00% 100.00%
Pachtův Palac, s.r.o. (sold) Czech
Republic
CZK Hospitality 0.00% 100.00%
Rubeška Development, s.r.o. Czech
Republic
CZK Development 100.00% 100.00%
Seattle, s.r.o. Czech
Republic
CZK Development 100.00% 100.00%
STRM Alfa, a.s. Czech
Republic
CZK Development 100.00% n/a
STRM Beta , a.s. Czech
Republic
CZK Development 100.00% n/a
STRM Delta, a.s. Czech
Republic
CZK Development 100.00% n/a
STRM Gama, a.s. Czech
Republic
CZK Development 100.00% n/a
T-O Green Europe, a.s. Czech
Republic
CZK Development 100.00% 100.00%
TQE Asset, a.s. Czech
Republic
CZK Development 100.00% 100.00%
V Mezihoří (merged) Czech
Republic
CZK Development 0.00% 100.00%
Zeta Estate a.s Czech
Republic
CZK Development 100.00% 100.00%
Vinohrady s.a.r.l. France EUR Management
services
100.00% 100.00%
Brillant 1419 GmbH & Co.
Verwaltungs KG
Germany EUR Management
services
100.00% 100.00%
Ariah Kft. Hungary HUF Renting 0.00% 100.00%
CWM 35 Kft. Hungary HUF Renting 100.00% 100.00%
Energy Trade Plus Kft Hungary HUF Renting 100.00% 100.00%
Meder 36 Kft. Hungary HUF Renting 100.00% 100.00%
ORCO Budapest Rt. Hungary HUF Renting 0.00% 100.00%
119
ORCO Development Kft. Hungary HUF Renting 100.00% 100.00%
ORCO Hungary Kft. Hungary HUF Renting 100.00% 100.00%
Orco Vagyonkezelo Kft. Hungary HUF Management
services
100.00% 100.00%
ORR Kft. Hungary HUF Renting 100.00% 100.00%
Vaci 1 Kft. (formerly Yuli
Kft.)
Hungary HUF Renting 0.00% 100.00%
Vaci 190 Projekt Kft. Hungary HUF Renting 100.00% 100.00%
Capellen Invest S.A. Luxembourg EUR Renting 100.00% 100.00%
CEREM S.A. Luxembourg EUR Management
services
100.00% 100.00%
Endurance Hospitality Asset
Sàrl (sold)
Luxembourg EUR Hospitality 0.00% 88.00%
Endurance Hospitality
Finance Sàrl (sold)
Luxembourg EUR Hospitality 0.00% 88.00%
Endurance Real Estate
Management Company Sàrl
Luxembourg EUR Management
services
100.00% 100.00%
OPG Invest. Lux S.A. Luxembourg EUR Management
services
100.00% 100.00%
ORCO Russian Retail S.A. Luxembourg EUR Renting 100.00% 100.00%
Diana Property SP. z.o.o. Poland PLN Renting 100.00% 100.00%
Orco Enterprise Sp.z o.o. Poland PLN Development 100.00% 100.00%
Orco Logistic Sp.z o.o. Poland PLN Renting 100.00% 100.00%
Orco Poland Sp.z.o.o. Poland PLN Management
services
100.00% 100.00%
Orco Project Sp.z o.o. Poland PLN Development 0.00% 100.00%
Orco Property Sp.z o.o.
(sold)
Poland PLN Development 0.00% 93.59%
Szczecin Project sp. z.o.o. Poland PLN Development 0.00% 75.00%
ORCO Development, s.r.o. Slovakia EUR Development 100.00% 100.00%
ORCO Estates, s.r.o. (sold) Slovakia EUR Renting 0.00% 100.00%
Orco Residence, s.r.o. Slovakia EUR Development 100.00% 100.00%
ORCO Slovakia, s.r.o. Slovakia EUR Management
services
100.00% 100.00%
Equity method investments
Hereafter follows a list of joint ventures accounted for using the equity method presenting the Group's
effective shareholding in them:
% Shareholding
Company Country
Currenc
y Activity
31.12.201
4
31.12.201
3
120
Blue Yachts, d.o.o. Croatia HRK Hospitality 22.13% 39.58%
Obonjan Rivijera d.d. Croatia HRK Development 31.61% 56.55%
Suncani Hvar, d.d. Croatia HRK Hospitality 31.61% 56.55%
Dienzenhoferovy sady 5 s.r.o.
Czech
Republic CZK Hospitality 0.00% 44.00%
Janáčkovo nábřeží 15, s.r.o.
Czech
Republic CZK Hospitality 0.00% 44.00%
Mamaison Management s.r.o.
Czech
Republic CZK Hospitality 0.00% 44.00%
Orco Hotel Ostrava, a.s.
Czech
Republic CZK Hospitality 0.00% 44.00%
Orco Hotel Riverside, s.r.o.
Czech
Republic CZK Hospitality 0.00% 44.00%
Orco Property Start a.s.
Czech
Republic CZK Hospitality 0.00% 44.00%
Residence Belgická, s.r.o.
Czech
Republic CZK Hospitality 0.00% 44.00%
SV Fáze II, s.r.o.
Czech
Republic CZK Development 50.00% 50.00%
SV Fáze III, s.r.o.
Czech
Republic CZK Development 50.00% 50.00%
Tyršova 6, a.s.
Czech
Republic CZK Hospitality 0.00% 44.00%
Valanto Consulting, a.s.
Czech
Republic CZK Hospitality 0.00% 44.00%
Brillant 1419. Verwaltungs
GmbH Germany EUR
Management
services 49.00% 49.00%
Orco Hotel Management Kft. Hungary HUF Hospitality 0.00% 44.00%
Orco Hotel Rt. Hungary HUF Hospitality 0.00% 44.00%
Ozrics Kft. Hungary HUF Hospitality 0.00% 44.00%
Residence Izabella Rt. Hungary HUF Hospitality 0.00% 44.00%
Hospitality Invest Sàrl Luxembourg EUR Hospitality 0.00% 44.00%
Kosic Sàrl Luxembourg EUR Development 50.00% 50.00%
MMR Russia S.A. Luxembourg EUR Hospitality 0.00% 44.00%
Diana Development Sp.z.o.o. Poland PLN Hospitality 0.00% 44.00%
Orco Hospitality Services Sp.z
o.o. Poland PLN Hospitality 0.00% 44.00%
Orco Hotel Development Sp. z
o.o. Poland PLN Hospitality 0.00% 44.00%
Orco Hotel Project Sp.z o.o. Poland PLN Hospitality 0.00% 44.00%
Orco Investment Sp.z o.o. Poland PLN Hospitality 0.00% 44.00%
Orco Warsaw Sp.z o.o. Poland PLN Hospitality 0.00% 44.00%
Orco Pokrovka Management Russia RUB Hospitality 0.00% 44.00%
121
o.o.o.
MaMaison Bratislava, s.r.o. Slovakia EUR Hospitality 0.00% 44.00%
CPI Property Group S.A.
The following table represents the list of deconsolidated entities as a result of loss of control over CPI PG.
% Shareholding
Company Country
Currenc
y Activity
31.12.201
4
31.12.201
3
CPI Property Group S.A.
Luxembour
g EUR
Developme
nt 4.82% 58.48%
Gebauer Höfe Liegenschaften GmbH Germany EUR Renting 9.59% 94.98%*
GSG 1. Beteiligungs GmbH Germany EUR Renting 0.00% 99.75%*
GSG Asset GmbH & Co. Verwaltungs
KG Germany EUR Renting 0.00% 99.75%*
GSG Gewerbehöfe Berlin 1. GmbH Co.
KG Germany EUR Renting 0.00% 99.75%*
GSG Gewerbehöfe Berlin 2. GmbH Co.
KG Germany EUR Renting 0.00% 99.75%*
GSG Gewerbehöfe Berlin 3. GmbH Co.
KG Germany EUR Renting 0.00% 99.75%*
GSG Gewerbehöfe Berlin 4. GmbH Co.
KG Germany EUR Renting 0.00% 99.75%*
GSG Gewerbehöfe Berlin 5. GmbH Co.
KG Germany EUR Renting 0.00% 99.75%*
GSG Gewerbesiedlungs-Gesellschaft
mbH Germany EUR Renting 0.00% 99.75%*
Hofnetz und IT Services GmbH Germany EUR
Developme
nt 0.00% 99.75%*
Isalotta GP GmbH & Co. Verwaltung
KG Germany EUR Renting 0.00% 94.99%*
Orco Berlin Invest GmbH Germany EUR
Developme
nt 0.00%
100.00%
*
Orco Grundstücks- u. Bet.ges.mbH Germany EUR Renting 0.00%
100.00%
*
Orco Immobilien Gmbh Germany EUR
Developme
nt 0.00%
100.00%
*
Solar GSG Berlin GmbH Germany EUR Renting 0.00% 99.75%*
Vivaro GmbH & Co. Grundbesitz KG Germany EUR
Developme
nt 0.00% 94.34%*
Vivaro GmbH & Co. Zweite Germany EUR Developme 0.00% 100.00%
122
Grundbesitz KG nt *
Vivaro Vermögensverwaltung GmbH Germany EUR
Developme
nt 0.00%
100.00%
*
Wertpunkt Real Estate Experts GmbH Germany EUR Renting 0.00% 99.75%*
Orco Germany Investment S.A.
Luxembour
g EUR Renting 0.00%
100.00%
*
Significant subsidiaries
% Shareholding
Company Country 31.XII.14
BIANKO, s.r.o. Czech Republic 100.00%
Bubenská 1, a.s. Czech Republic 100.00%
Industrial Park Střibro s.r.o. Czech Republic 100.00%
Na Poříčí, a.s. Czech Republic 100.00%
OFFICE CENTER HRADČANSKÁ, a.s. Czech Republic 100.00%
STRM Alfa, a.s. Czech Republic 100.00%
STRM Beta , a.s. Czech Republic 100.00%
STRM Delta, a.s. Czech Republic 100.00%
STRM Gama, a.s. Czech Republic 100.00%
Capellen Invest S.A. Luxembourg 100.00%
Independent Auditors
The independent auditors of the Company are KPMG Luxembourg S.à r.l., having its registered office at
9, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg. KPMG Luxembourg S.à r.l. are
members of the Luxembourg Institute of Registered Auditors (Institut des Réviseurs d'Entreprises),
qualifying as cabinet de revision agréé, and have been appointed by the ordinary General Meeting of the
Shareholders of 27 June 2013, expiring at the end of the ordinary General Meeting of the Shareholders
convened to approve the accounts for the financial year ended 31 December 2016.
KPMG Luxembourg S.à r.l. has audited the Consolidated Annual Financial Statements, as stated in their
reports appearing elsewhere in this Prospectus.
The ownership threshold above which the shareholder ownership must be disclosed
In accordance with Article 26 of the Articles of Incorporation a shareholder who acquires or disposes of
shares of the Company must notify the proportion of voting rights held as a result of the relevant
acquisition or disposal, where that proportion reaches, exceeds or falls below the thresholds of 2,5%, 5%,
10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% within the delays imposed under the Luxembourg
Transparency Law. In case of default of notification by the shareholder of the Company, the exercise of
voting rights relating to the shares exceeding the fraction that should have been notified under the
Luxembourg Transparency Law to the Company is suspended. The suspension of the exercise of voting
rights is lifted the moment the shareholder makes the notification provided for in the Luxembourg
123
Transparency Law. For the purposes of this notification, voting rights are calculated on the basis of the
entirety of shares to which voting rights are attached even if the exercise of such voting rights is
suspended.
Pre-bankruptcy procedures/reorganization proceedings
In the second half of 2013, the Group initiated a pre-bankruptcy procedure of its three Hungarian
subsidiaries that hold assets known as the Paris Department Store, Vaci 1 (former stock exchange
building) and Szervita to allow the restructuring of its operations. As a result of long-term negotiations
among the biggest creditors throughout 2014, the restructuring plans were approved at creditors meetings
in December and later on by the Budapest Commercial Court. As part of the approved reorganization the
subsidiaries transferred the Váci 1 (former stock exchange building) and Szervita assets to the financing
bank and Paris Department Store to the Hungarian Republic, which exercised its preemption right. Within
the reorganization settlement the Group paid to the financing bank EUR 9 million in consideration of the
release of corporate guarantees provided by the Company as well as the release of pledges on the Vaci
188 project, which was cross-collateralized in favour of the financing bank.
In the first half of 2014, Suncani Hvar (the “SHH”) initiated a pre-bankruptcy procedure to allow the
restructuring of its operations. Consequently, the Group disposed of SHH shares representing 24.94% of
the SHH shareholding as well as receivables owed to SHH. As a result of long-term negotiations among
SHH’s biggest creditors and shareholders, the restructuring plan was approved at the creditors meeting in
December 2014 as well as at the shareholders meeting in January 2015, which provides a solid basis for
the approval of the plan by the Split Commercial Court, which occurred on 9 June 2015. Further to the
decision of the Commercial Court in Split issued on 14 September 2015, which resolved to confirm the
capital increase of SHH under the pre-bankruptcy procedure, the Company`s stake in SHH shareholding
decreased from 31.61% to 16.7%.
In 2015, Hagibor Office Building, a.s. (to meet its legal obligation) submitted to the Municipal Court in
Prague an application for its insolvency reorganization proceedings. The Group supports the
reorganization proceedings as more favourable option to all creditors as opposed to bankruptcy
proceedings.
124
DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND APPLICABLE
REGULATIONS
The following overview provides information concerning the Company's share capital and briefly
describes certain significant provisions of the Company's Articles of Incorporation and Luxembourg
corporate law. Copies of the Company's Articles of Incorporation are available at its registered office at
40, rue de la Vallée, L-2661 Luxembourg.
Share capital
General
As of the date of this Prospectus, the share capital of the Company was set EUR 31,450,762.90 composed
of 314,507,629 shares without nominal value. All Shares in the Company's issued share capital were fully
paid up. The accounting par value price is EUR 0.1 per share.
The share capital of the Company is represented by only one class of shares carrying same rights. The
114,507,629 shares registered under ISIN code LU0122624777 (representing app. 36.4% of the total
share capital) are admitted to trading on the regulated markets of the NYSE Euronext Paris and the
Warsaw Stock Exchange. The 200,000,000 shares that were issued on 10 November 2014 (representing
app. 63.6% of the total share capital) have not been admitted to trading on any regulated market yet.
However, the Company will seek to have them admitted to trading, in addition to the regulated market of
the Luxembourg Stock Exchange, on the regulated market of NYSE Euronext Paris as soon as reasonably
practicable, subject to legal and regulatory requirements. With respect to the shares already admitted to
trading on the Warsaw Stock Exchange, the Company intends to delist them from the Warsaw Stock
Exchange, subject to legal and regulatory requirements and final decision to commence the process of
delisting.
Under Luxembourg law, a share premium may be paid in at the incorporation or during the existence of
the company. From a Luxembourg corporate law perspective, such share premium represents neither a
profit, nor a reserve but an additional contribution which is not part of the share capital and may be paid
by new subscribers to equalize the financial rights of the former and new Shareholders. The payment of
share premium is not mandatory and implies that the value of the shares is higher than their nominal
value.
Evolution of issued and authorized share capital
Evolution of the share capital during the year 2012
During the year 2012, the share capital of the Company and the authorised share capital of the Company
were modified as follows:
a) On 14 May 2012, the share capital of the Company was increased from EUR 69,920,850.60 to
EUR 145,203,164.60, divided into 35,415,406 shares without nominal value, through the creation
and the issuance of 18,361,540 new ordinary shares. The authorised shared capital was at that
moment in the amount of EUR 410,000,000.
125
b) On 28 June 2012, the extraordinary General Meeting of the Shareholders of the Company decided
to increase the authorised share capital of the Company by EUR 63,582,861.50 and to set it at
EUR 473,582,861.50.
c) On 28 June 2012, the extraordinary General Meeting of the Shareholders of the Company
approved a second increase of the share capital of the Company by an amount of up to EUR
266,500,000 through the creation and issue of up to 65,000,000 new ordinary shares. Following
this approval, with effective date of 3 September 2012, the share capital of the Company was
increased by an amount of EUR 264,767,680.30 from EUR 145,203,164.60 to EUR
409,970,844.90, divided into 99,992,889 shares without nominal value, through the creation and
issue of 64,577,483 new ordinary shares.
d) On 28 September 2012 the share capital of the Company was increased by an amount of EUR
32,177,099.30 from EUR 409,970,844.90 to EUR 442,147,944.20, divided into 107,840,962
shares without nominal value, through the creation and the issuance of 7,848,073 new ordinary
shares.
Evolution of the share capital during the year 2013
During the year 2013, there was a decrease and a subsequent increase in the share capital of the Company,
as well as an increase in the authorized share capital of the Company, as shown below:
a) On 4 February 2013, the extraordinary General Meeting of the Shareholders, decided to decrease
the corporate capital of the Company from EUR 442,147,944.20 to EUR 215,681,924 represented
by 107,840,962 shares without nominal value, without cancellation of shares, by decreasing the
accounting par value of the existing shares from EUR 4.10 to EUR 2 per share.
b) On 27 June 2013 the extraordinary General Meeting of the Shareholders decided to set the
authorized corporate capital to EUR 278,992,584.
c) On 28 August 2013 the board of directors of the Company increased the share capital of the
Company by EUR 13,333,334 and the issue of 6,666,667 new shares, with suppression of the
preferential subscription right of the existing shareholders. As a consequence of the capital
increase and the issue of shares, the subscribed share capital of the Company amounted to EUR
229,015,258, divided into 114,507,629 shares without nominal value.
Evolution of the share capital during the year 2014
During the year 2014 the corporate capital of the Company and the authorised share capital of the
126
Company were modified as follows:
a) On 8 April 2014, the extraordinary General Meeting of the Shareholders decided to decrease the
corporate capital of the Company from EUR 229,015,258 to EUR 114,507,629, represented by
114,507,629 shares without nominal value, without cancellation of shares, by decreasing the
accounting par value of the existing shares from EUR 2.- to EUR 1.- per share.
b) On 28 May 2014, the extraordinary General Meeting of the Shareholders further decided to
decrease the corporate capital of the Company from EUR 114,507,629 to EUR 11,450,762.90,
represented by 114,507,629 shares without nominal value, without cancellation of shares, by
decreasing the accounting par value of the existing shares from EUR 1.- to EUR 0.10 per share.
The extraordinary General Meeting of the Shareholders also decided to modify, renew and
replace the Company's authorised share capital and to set it to an amount of EUR 20,000,000 in
addition to the share capital of the Company.
c) By resolutions dated 10 November 2014, the board of directors of the Company approved the
increase of the share capital of the Company, by issuance of 200,000,000 new ordinary shares by
cancelling the existing shareholders' preferential subscription rights. Pursuant to this increase, the
share capital of the Company was raised by EUR 20,000,000 from EUR 11,450,762.90 to EUR
31,450,762.90, represented by 314,507,629 shares without nominal value.
Following this increase of the Company's share capital, the authorised share capital has been
decreased to nil euros (EUR 0.00).
Evolution of the share capital during the year 2015
On 17 February 2015 the extraordinary General Meeting of the Shareholders decided to modify, renew
and replace the authorised share capital of the Company and to set it at EUR 100,000,000.00 for a period
of 5 years from the date of this extraordinary General Meeting of the Shareholders.
Authorized capital
As of the date of this Prospectus, the Company has an unissued but authorized share capital of a
maximum amount of EUR 100,000,000 to be represented by one billion shares without a nominal value,
in addition to the 314,507,629 Shares currently outstanding. The authorized and unissued share capital
shall be valid and the authorization to issue shares thereunder is valid for a period ending 5 years from the
date of the Extraordinary General Meeting of the Shareholders held on 17 February 2015.
The Board of Directors has been authorized, during a period of five (5) years from the date of the
Extraordinary General Meeting of the Shareholders held on 17 February 2015, without prejudice to any
renewals, to increase the issued capital on one or more occasions within the limits of the authorized
capital. The Board of Directors is authorized to determine the conditions of any capital increase including
127
through contributions in cash or in kind, among others, the conversion of debt into equity, by offsetting
receivables, by the incorporation of reserves, issue premiums or retained earnings, with or without the
issue of new shares, or following the issue and the exercise of subordinated or non-subordinated bonds,
convertible into or repayable by or exchangeable for shares (whether provided in the terms at issue or
subsequently provided), or following the issue of bonds with warrants or other rights to subscribe for
shares attached, or through the issue of stand-alone warrants or any other instrument carrying an
entitlement to, or the right to subscribe for, shares.
Form and transfer of Shares
The Company's Shares are in registered form which is in accordance with the 1915 Law and permitted by
the Company's Articles of Incorporation. The Company's Shareholders' register is kept at the registered
office of the Company.
The Shares are freely transferable at any time at the Shareholder's discretion, subject to applicable
limitative legal provisions.
Applicable law
The Terms and Conditions of the Shares are governed by Luxembourg law.
Competent courts
The competent courts in the event of disputes shall be the ones under whose jurisdiction the registered
office of the Company falls without prejudice to the latter's right to take action before any other
competent court under Luxembourg law.
Settlement and delivery of the Shares
The Shares are already issued and fully paid up. The Company delivers the respective global share
certificate(s), corporate documents and instruction(s) to the Share Agent and Euroclear. Upon creation of
dematerialized Shares by Euroclear, the Share Agent will procure for their distribution to the respective
security accounts of subscribers pursuant to instruction(s) from the Company.
Rights and restrictions attached to the Shares
The Shares will be subject to all the provisions of the Company's Articles of Incorporation. Pursuant to
the Company's Articles of Incorporation the main rights attached to the Shares are described below:
Dividend rights
See Dividends and dividend policy on page 25 of this Prospectus.
Dividend restrictions
See Dividends and dividend policy on page 25 of this Prospectus.
Rights to share in any surplus in the event of liquidation
128
In the event of the Company's dissolution, the Company must be liquidated according to applicable
Luxembourg law. The balance of the Company's equity remaining after the payment of debts (and the
cost of liquidation) shall be distributed to the Company's Shareholders pro rata to the aggregate number
of Shares held by each Shareholder.
Redemption or conversion provisions
The Company may acquire its own Shares either on its own, or through a company in which the Company
holds directly the majority of the voting rights, or through a person acting in its own name but for the
account of the Company, subject to the conditions of the 1915 Law.
No conversion mechanism is foreseen for the Shares.
Voting Rights and General Meeting of the Shareholders
Each Share shall be entitled to one vote at all General Shareholder Meetings. There are no restrictions on
voting rights and there is no minimum shareholding required to be able to attend a General Meeting of the
Shareholders. Every Shareholder may take part in the deliberations and/or take the floor on any matter on
the agenda. There are no different voting rights of the Company's principal shareholders (as listed in the
section "Principal Shareholders").
The annual General Meeting of the Shareholders will be held in the City of Luxembourg at the registered
office or at any other place specified in the convening notice at the date and time set forth in the Articles
of Incorporation. If such day is a holiday, the General Meeting of the Shareholders will be held on the
immediately preceding business day.
The annual General Meeting of the Shareholders will resolve upon the approval of the audited annual
financial statements the discharge of the directors and other items of the agenda (if any).
Other General Meeting of the Shareholders may be called as often as the interest of the Company demand
and be held at such place and time as may be specified in the respective convening notice of the meeting.
The annual financial statements, the report of the statutory auditors or of the independent auditors
(réviseurs d'entreprises agréés), as the case may be, and the annual report shall be sent to the registered
Shareholders at the same time as the convening notice.
Fifteen days before the General Meeting of the Shareholders, Shareholders may inspect at the registered
office:
the annual financial statements and the list of directors, as well as a list of the statutory auditors or
the independent auditors (réviseurs d'entreprises agrées);
the list of sovereign debt, shares, bonds and other company securities making up the Company's
portfolio;
129
the list of shareholders who have not paid up their Shares, with an indication of the number of
their Shares and their domicile;
the report of the Board of Directors; and
the report of the statutory auditors or the independent auditors (réviseurs d'entreprises agrées).
Every Shareholder shall be entitled to obtain free of charge, upon production of proof of his title, fifteen
days before the meeting, a copy of the documents referred to in the foregoing paragraph.
Unless otherwise required by the Articles of Incorporation or Luxembourg law, all resolutions of the
General Meeting of the Shareholders shall in principle be adopted by a simple majority of votes cast, no
quorum being required. However, a quorum of half of the nominal share capital of the Company and a
majority of two-thirds of votes cast are required in respect of certain matters, as listed below. If the
quorum requirement of half of the nominal share capital of the Company is not met at the first General
Meeting of the Shareholders, then the Shareholders may re-convene for a second General Meeting of the
Shareholders. No quorum is required in respect of such second meeting and the resolutions are adopted by
a majority of two-thirds of the votes cast. The matters reserved to such General Meeting of the
Shareholders are, amongst others, (i) the limitation or waiver of pre-emptive rights or the granting of
powers to the Board of Directors to limit or waive the pre-emptive rights of the shareholders; (ii) the
increase or reduction of the Company's share capital; (iii) any changes to the Articles of Incorporation;
and (iv) the voluntary dissolution of the Company.
Changes of materiality (i.e. the change of the nationality of the Company or the increase of the
commitments of the Company's Shareholders) are subject to unanimous approval of all Shareholders as
well as bondholders.
The Board of Directors or the auditor(s) may convene a General Meeting of the Shareholders in
accordance with Luxembourg law. They shall be obligated to convene it so that it is held within a period
of one month if Shareholders representing one-tenth of the capital require so in writing with an indication
of the agenda. If the entire issued share capital of the Company is represented at a General Meeting of the
Shareholders, no convening notice is required for the meeting to be held and the proceedings at such
General Meeting of the Shareholders will be deemed valid.
As long as the Company's Shares are admitted to trading on a regulated market within a European Union
Member State, General Meeting of the Shareholders will be convened in accordance with the provisions
of the Luxembourg law of May 24, 2011 on the exercise of certain rights of shareholders in general
meetings of listed companies and implementing Directive 2007/36/EC of the European Parliament and of
the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (the
"Shareholders' Rights Law") and the Articles of Incorporation.
To vote at meetings, Shareholders entitled to vote must duly evidence their shareholdings as of the record
date determined in accordance with the Shareholders' Rights Law. Subject to the Shareholders' Rights
Law, the Board of Directors may establish further conditions that must be fulfilled by Shareholders
wishing to participate in any Shareholders' meeting as provided by the Articles of Incorporation and
130
applicable law. A Shareholder may act at any General Meeting of the Shareholders by appointing another
person (who need not be a Shareholder) as his/her/its proxy in accordance with the provisions of the
Shareholders' Rights Law.
One or more Shareholders who together hold at least 5% of the subscribed capital may request that one or
more additional items be put on the agenda of any General Meeting of the Shareholders and have a right
to table draft resolutions for items included or to be included on the General Meeting of the Shareholders'
agenda. The requests should include justification for the proposed additional agenda points or the draft
resolutions to be adopted. Such a request shall be sent by post or electronically to the address indicated in
the convening notice and must be received by the Company no later than on the twenty-second day prior
to the holding of the meeting. The request should include the postal or electronic address where the
Company can acknowledge receipt of the request and the Company should send such acknowledgement
within forty-eight (48) hours of receipt. Draft resolutions submitted by Shareholders shall be added to the
Company's website as soon as possible after their receipt by the Company.
In accordance with the Shareholders' Rights Law, convening notices for all General Meeting of the
Shareholders shall be published at least thirty (30) days prior to the holding of the General Meeting of the
Shareholders in the official gazette of the Grand Duchy of Luxembourg (Mémorial C, Recueil des
Sociétés et Associations) (the "Mémorial C"), a Luxembourg newspaper and in media which may
reasonably be relied upon for the effective dissemination of the information to the public throughout the
EEA, and which are rapidly accessible and on a non-discriminatory basis. If a new convening notice is
required as a result of the quorum requirements not being met upon the first convocation and provided
that the convening notice complied with the above requirements and no new agenda items have been
added, the abovementioned period of thirty (30) days is reduced to seventeen (17) days prior to the
General Meeting of the Shareholders.
As the Shares of the Company shall all be registered shares, convening notices are to be sent by registered
letter (unless the addressees have otherwise expressly indicated in writing that they accept to receive the
notice by other means) to the registered Shareholders, the director and the statutory auditors (réviseurs
d'entreprises agrées).
The convening notice shall contain at least the following details:
precise indication of the date and location of the General Meeting of the Shareholders and the
proposed agenda;
a clear and precise description of the procedures that the Shareholders must comply with in order
to be able to participate in and cast their votes during the General Meeting of the Shareholders.
This information shall include. (i) the rights available to the Shareholders to include points to the
agenda and table draft resolutions (as described above) and where applicable, the deadline by
which those rights may be exercised and the electronic address to which Shareholders should send
their requests. The convening notice may confine itself to stating only the deadlines by which
those rights may be exercised and the abovementioned electronic address, provided it contains a
statement that more detailed information with respect to these rights are available on the
131
Company's internet site; (ii) the procedure for voting by proxy, including the forms to be used and
the means by which the Company is prepared to accept electronic notifications of the appointment
of proxy holders; and (iii) where applicable, the procedures for participating from a remote
location and voting by correspondence or electronically.
where applicable, an indication of the record date, as defined in article 5 of the Shareholders'
Rights Law, and the manner in which Shareholders have to register, and a statement that only
those who are Shareholders on that date shall have the right to participate and vote in the General
Meeting of the Shareholders;
indication of the postal and electronic addresses where it is possible to obtain the full text of the
documents and draft resolutions and an indication on how such documents can be obtained;
indication of the address of the internet site (i.e. the Company's website (www.orcogroup.com)
where for a continuous period starting the day of publication of the convening notice (and
including the day of the General Meeting of the Shareholders) the following information (at a
minimum) shall be made available by the Company:
convening notice;
total number of Shares and voting rights at the date of the convening notice including
subtotals for each class of Shares (if applicable);
documents to be submitted to the General Meeting of the Shareholders;
draft resolution, or where no resolution has been proposed for adoption, a comment from
the Board of Directors for each item of the proposed agenda; and
where applicable, forms for voting by proxy and voting by correspondence, unless they
have been sent directly to each Shareholder.
The Shareholders' Rights Law also sets forth rules in relation to participating in a General Meeting of the
Shareholders by electronic means, the right to ask questions in relation to agenda points, proxy voting and
formalities for proxy holders, voting remotely and voting results.
Issue of Shares and pre-emptive rights
The Shares may be issued pursuant to a resolution of the General Meeting of the Shareholders. The
General Meeting of the Shareholders may also delegate the authority to issue shares to the Board of
Directors for a renewable period of five years.
Each holder of Shares shall have pre-emptive rights to subscribe for any issue of shares pro rata to the
aggregate amount of such holder's existing holding of the Shares. Each Shareholder shall, however, have
no pre-emptive right on Shares issued for a non-cash contribution in case of capital increase in cash.
Nevertheless, the Company's Articles of Incorporation may authorize the Board of Directors to withdraw
or restrict these preferential subscription rights in relation to an increase of capital made within the limits
132
of the authorized capital. The Board of Directors must draw up a report to the General Meeting of the
Shareholders on the detailed reasons for the restriction or withdrawal of the preferential subscription
rights which must include in particular the proposed issue price. It may be renewed on one or more
occasions by the extraordinary General Meeting of the Shareholders, deliberating in accordance with the
requirements for amendments to the Company's Articles of Incorporation, for a period which, for each
renewal, may not exceed five years.
In addition, an extraordinary General Meeting of the Shareholders called upon to resolve, at the
conditions prescribed for amendments to the Company's Articles of Incorporation, either upon an increase
of capital or upon the authorization to increase the capital, may limit or withdraw preferential subscription
rights or authorize the Board of Directors to do so. Any proposal to that effect must be specifically
announced in the convening notice. Detailed reasons therefore must be set out in a report prepared by the
Board of Directors and presented to the extraordinary General Meeting of the Shareholders dealing, in
particular, with the proposed issue price. This report must be made available to the public at the
Company's registered office, and on its website.
If the Company decides to issue new shares in the future and does not exclude the pre-emptive rights of
existing Shareholders, the Company will publish the decision by placing an announcement in Mémorial
C, Recueil des Sociétés et Associations, in two newspapers published in Luxembourg, which are expected
to be the Luxemburger Wort or the Tageblatt, and on the websites of the Company and the Luxembourg
Stock Exchange. The announcement will specify the period in which the pre-emptive rights may be
exercised. Such period may not be shorter than 30 days from the start of the subscription period.
Luxembourg law does not provide for any procedure for determining the pre-emptive right exercise date
and such date is always defined in the relevant resolution on the issue of Shares. The announcement will
also specify the details regarding procedure for exercise of the pre-emptive rights. The pre-emptive right
is exercised by placing an order with the Company and paying for the newly issued Shares. Under
Luxembourg law pre-emptive rights are transferable and tradable property rights. The 1915 Law provides
that the unexercised subscription rights shall, after the end of the subscription period, be sold publicly by
the Company on the Luxembourg Stock Exchange. The proceeds of the sale, after deduction of the
expenses thereof, shall be held at the disposal of the Shareholders who have not exercised their
preferential subscription rights for a period of five years. Any balance not claimed by the relevant
Shareholder shall revert to the Company.
Repurchase of own shares
According to article 49-2 of the 1915 Law and without prejudice to the principle of equal treatment of all
shareholders and the Market Abuse Law (as defined below), the Company and its subsidiaries as referred
to in article 49-2 of the 1915 Law may acquire its own shares subject to the following conditions:
an authorization given by the General Meeting of the Shareholders which shall determine the
terms and conditions of the proposed acquisition and in particular the maximum number of
Shares to be acquired, the duration of the period for which the authorization is given and
which may not exceed five years and, in case of acquisition for value, the maximum and the
minimum requirements;
133
the acquisitions, including Shares previously acquired by the Company and held by it in its
portfolio as well as Shares acquired by a person acting in its own name or on behalf of the
Company, must not have the effect of reducing the net assets below the aggregate of the
subscribed capital and the reserves which may not be distributed under law or the Articles of
Incorporation; and
only fully paid Shares may be included in the transaction.
The Board of Directors shall ensure that, at the time of each authorized acquisition, the conditions
referred to in the second and third bullet are complied with.
The 1915 Law further provides that a Luxembourg public limited liability company (société anonyme)
may the issue of redeemable shares provided that the redemption thereof is subject to the following
conditions:
(i) the redemption must be authorised by the articles before the redeemable shares are subscribed
for;
(ii) the shares must be fully paid-up;
(iii) the terms and conditions for the redemption must be laid down in the Articles of
Incorporation;
(iv) redemption can only be made by using sums available for distribution in accordance with
Luxembourg law or the proceeds of a new issue made with a view to carry out such redemption;
(v) an amount equal to the nominal value, or, in the absence thereof, the accounting par value, of
all the shares redeemed must be included in a reserve which cannot be distributed to the shareholders
except in the event of a reduction in the subscribed capital; the reserve may only be used to increase the
subscribed capital by capitalisation of reserves;
(vi) point (v) shall not apply to a redemption using the proceeds of a new issue made with a view
to carry out such redemption;
(vii) where provision is made for the payment of a premium to shareholders in consequence of
a redemption, the premium may be paid only from sums which are available for distribution in
accordance with Luxembourg law; and
(viii) notice of redemption shall be published in accordance with the 1915 Law.
In principle, the Company has no obligation to sell or cancel the Shares so acquired and held by the
Company in treasury. According to the 1915 Law, the Company may, under certain circumstances,
acquire its own Shares without the prior authorization by the Shareholders and the other conditions set out
above. Such Shares shall be sold after three years as from the date of their acquisition unless the nominal
value or, in the absence of nominal value, the accounting par value of the Shares acquired, including
shares which the Company may have acquired through a person acting in its own name, but on behalf of
the Company, does not exceed 10% of the subscribed capital. If such transfer is not made within three
134
years, such Shares shall be cancelled.
Capital reduction
The General Meeting of the Shareholders may, subject to Luxembourg law and the Company's Articles of
Incorporation resolve to reduce the Company's issued share capital. Article 69 of the 1915 Law provides
that in the event of a capital reduction involving a repayment to the shareholders or a waiver of the
shareholders' obligations to pay up their Shares, creditors whose claims predate the publication in the
Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations) of the minutes of the
General Meeting of the Shareholders deliberating on the capital reduction may, within 30 days from the
date of such publication, apply for the creation of security interests in this respect to the judge presiding
over the chamber of the Tribunal d'arrondissement dealing with interim applications relating to
commercial matters. The judge may only reject such an application if the creditor already has adequate
safeguards or if such security is unnecessary, having regard to the assets of the Company. No payment
may be made or waiver given to the Shareholders until the creditors have obtained satisfaction or until the
judge has ordered that their application should not be granted.
Certain disclosure and reporting duties
As a Luxembourg domiciled company that is to be listed on a regulated market in Luxembourg,
disclosure and reporting duties of the shareholders and the Company will be subject to Luxembourg law
as to duties imposed by the Directive 2004/109/EC of the European Parliament and of the Council of 15
December 2004, as amended (the "Transparency Directive"), as Luxembourg is the home Member State
of the Company.
Reporting and notification duties for material shareholdings
Disclosure and reporting duties with regard to material shareholdings in the Company are governed by the
Luxembourg law of 11 January 2008 relating to the transparency requirements in relation to information
about an issuer whose securities are admitted to trading on a regulated market, as amended (the
"Transparency Law"). Shareholders in the Company and/or holders of derivatives or other financial
instruments linked to Shares may be subject to notification obligations pursuant to the Transparency Law.
The following description summarizes those obligations. Shareholders are advised to consult with their
own legal advisers to determine whether the notification obligations apply to them. The Transparency
Law requires a shareholder who acquires or disposes of shares (or certain rights to shares), including
depositary receipts representing shares, of issuers whose shares, including depositary receipts
representing shares, are admitted to trading on a regulated market and for which Luxembourg is the home
Member State and to which voting rights are attached, to notify the issuer and the CSSF of the proportion
of voting rights of the issuer held by the shareholder as a result of the acquisition or disposal where that
proportion reaches, exceeds or falls below the threshold of 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and
66 2/3%.
A person must also notify the Company of the proportion of his or her voting rights if that proportion
reaches, exceeds or falls below the above-mentioned thresholds as a result of events changing the
breakdown of voting rights.
135
For the purposes of calculating the percentage of a Shareholder's voting rights in the Company, the
following will have to be taken into account:
voting rights held by a third party with whom that person or entity has concluded an
agreement and which obliges them to adopt, by concerted exercise of the voting rights they
hold, a lasting common policy towards the management of the Company;
voting rights held by a third party under an agreement concluded with that person or entity
providing for the temporary transfer for consideration of the voting rights in question;
voting rights attaching to Shares which are lodged as collateral with that person or entity,
provided the person or entity controls the voting rights and declares its intention to exercise
them;
voting rights attaching to Shares in which a person or entity holds an interest for the duration
of the life of such person or entity;
voting rights which are held, or may be exercised within the meaning of the four foregoing
points, by an undertaking controlled by that person or entity;
voting rights attaching to Shares deposited with that person or entity which the person or
entity can exercise at its discretion in the absence of specific instructions from the
Shareholders;
voting rights held by a third party in its own name on behalf of that person or entity; and
voting rights which that person or entity may exercise as a proxy where the person or entity
can exercise the voting rights in its sole discretion.
As long as the information required in accordance with the Transparency Law as mentioned above has not
been notified to the Company in the manner prescribed in the Transparency Law, the exercise of voting
rights relating to the Shares exceeding the fraction that should have been notified is suspended. Where
such voting rights have been exercised notwithstanding their suspension under Luxembourg law, the
District Court (Tribunal d'arrondissement) in the district in which the Company's registered office is
located, sitting in commercial matters, may, on request of the Company or of one of its Shareholders
holding voting rights or any other person having a justifiable interest, pronounce the nullity of part or all
of the decisions of the General Meeting of the Shareholders if, without the voting rights exercised
unlawfully, the quorum or majority requirements for the decision in question had not been reached.
Ad hoc notifications
Directors' dealings
The disclosure and reporting of directors' dealings in the Company's Shares will be governed principally
by the Luxembourg law of May 9, 2006 on market abuse, as amended (the "Market Abuse Law").
Any dealings in or from Luxembourg in respect of the Shares, and any other securities whose value is
136
determined by the value of the Shares are also subject to the provisions of the Market Abuse Law in
relation to the prohibition of insider dealing and market manipulation.
Pursuant to the Market Abuse Law, persons discharging managerial responsibilities in respect of an issuer
which has its registered office in Luxembourg and, if applicable, persons closely associated with any such
person shall notify the CSSF and the issuer, within five business days of each individual transaction, all
transactions conducted on their own account relating to shares admitted to trading on a regulated market
(or derivatives or other financial instruments linked to them). Persons discharging managerial
responsibilities include the members of the board, the managers having a delegation of the day-to-day
management and the statutory auditors, as well as other high level responsible persons having regular
access to inside information and being empowered to take management decisions on future developments
and strategy of the issuer.
In addition, persons closely associated with a person discharging managerial responsibilities have the
same obligation of declaration. This category concerns (i) the spouse or any partner considered by
national law as equivalent, (ii) dependent children, (iii) other relatives living in the same household for at
least one year, (iv) any legal entity, fiduciary estate or trust or association where managerial
responsibilities are discharged by any of the persons described under the two categories (persons
discharging managerial responsibilities with the issuer or closely associated persons) or where the
organization is under control by or created in favour of such person or the economic interests are
substantially equivalent to such a person.
The declaration has to indicate (i) the name of the issuer, (ii) the name of the person discharging
managerial responsibilities, or as the case may be the name of the closely associated person, (iii) the
reason for the notification obligation, (iv) the description of the financial instrument, (v) the nature of the
transaction (acquisition or disposal), (vi) the date and place of the transaction and (vii) the price per
instrument and the total amount of the transaction.
The issuer shall ensure that the information pertaining to the transactions in shares notified to it by
persons discharging managerial responsibilities or closely associated persons is easily accessible to the
public as soon as possible, at least in the French, German or English language.
Voting at the General Meeting of the Shareholders
According to the 1915 Law and the Articles of Incorporation, in principle, General Meetings of the
Shareholders shall be held in the place where the Company's registered office is situated, or any other
place within Luxembourg as may be specified in the notices convening the General Meeting of the
Shareholders. The annual General Meeting of the Shareholders shall, in accordance with the Articles of
Incorporation, take place in Luxembourg at the registered office of the Company at 40, rue de la Vallée,
L-2661 Luxembourg, or at any other location to be indicated in the relevant convening notice on the last
Thursday in the month of May at 2:00 p.m.. If such day is a holiday, the General Meeting of the
Shareholders will be held on the previous business day.
Provided that all the shareholders are present or represented and if they state that they have been informed
of the agenda of the meeting, they may waive all convening requirements and formalities.
137
Under the 2011 Law, the rights of a Shareholder to participate in a General Meeting of the Shareholders
and to vote in respect of its Shares is determined with respect to the Shares held by that shareholder on the
record date. See "Voting Rights and General Meeting of the Shareholders".
Challenging Resolutions of General Meetings of the Shareholders
Under Luxembourg law and the conflict of law rules, a resolution of the General Meeting of the
Shareholders of a Luxembourg company may only be challenged in a Luxembourg court in accordance
with Luxembourg commercial and civil proceedings law.
Pursuant to Luxembourg law, a resolution of the General Meeting of the Shareholders may be challenged
by each Shareholder regardless of the number of Shares held by it if the resolution is, amongst others: (i)
in conflict with the statutory law, provisions of the Articles of Incorporation or the proceedings for taking
resolutions; or (ii) made to the sole benefit of the majority Shareholder and not in the Company's best
interest (abus de majorité).
The claim should be filed with a district court having jurisdiction over the Company's seat. The statute of
limitation to file a claim is ten years as at the day of passing of the resolution.
As regards the Company, the competent courts are the Courts of Luxembourg City, Grand Duchy of
Luxembourg. The plaintiff should show a legal interest in challenging the resolution. The claim may be
made in the French, Luxembourgish or German language and can be made by an attorney qualified to
practice in the Grand Duchy of Luxembourg. If the court finds in favour of the appealing shareholder,
then the resolution will be nullified.
Actions against Directors
Being a manager or a director of a Luxembourg public limited liability company (société anonyme)
potentially entails certain liabilities, both civil and criminal. A director has a potential statutory liability
for failure to execute his mandate properly or for any misconduct in the management of the company's
business. Liability under this head is to the company which can only bring an action on the basis of an
ordinary resolution of shareholders, but the individual shareholders cannot sue the directors direct in
respect of liability under this heading. A director also has a potential statutory liability for breach of the
1915 Law or of the articles of incorporation of the company. The directors are jointly and severally liable
for a breach; however a director who is not a party to the breach will not be liable provided he reports the
breach to the next General Meeting of the Shareholders held after he becomes aware of the breach.
Liability under this head is both towards the company and third parties (including individual shareholders
to the extent they have suffered a loss separate from that suffered by the company as a whole). Finally,
the Luxembourg Civil Code includes a provision to the effect that any person who causes damage to
another person is liable to compensate that other person for the damage resulting from that behaviour.
Potential criminal liabilities for a director under Luxembourg law can be mainly grouped in the following
categories: (i) offences relating to the normal running of the company; (ii) misuse of corporate assets or
powers; (iii) offences under general law and (iv) offences relating to the insolvency of the company.
Luxembourg companies may take out insurance in favour of their directors in respect of their liability as
138
directors provided the insurance does not cover criminal liability, tax or administrative penalties, wilful
default or gross negligence.
Public takeover bids
Voluntary and mandatory public takeover bids
Pursuant to the Luxembourg law dated May 19, 2006 on public takeovers (the "Luxembourg Public
Takeover Law"), where a person as a result of such person's acquisition or the acquisition by persons
acting in concert with such person, holds securities, which added to any existing holdings of those
securities of such person and the holdings of those securities of persons acting in concert with such
person, directly or indirectly gives such person a specified percentage of voting rights in the company,
giving control over that company, that person is required to make a mandatory public offer to all the
holders of those securities for all their holdings at an equitable price within the meaning of article 5(1) of
the Luxembourg Public Takeover Law.
For a company whose registered office is in Luxembourg, the percentage of voting rights which confers
control for the purposes of the Luxembourg Public Takeover Law is set at 33⅓% of the voting rights in
that company (excluding for the purposes of calculation the securities which only confer voting rights in
particular circumstances).
Pursuant to article 4(5) of the Luxembourg Public Takeover Law the CSSF is allowed not to apply
article 5(1) of the Luxembourg Public Takeover Law provided that the general principles set out in
article 3 of the Luxembourg Takeover Law are respected. This means that a person having gained control
over the target company by reaching the threshold of 33⅓% of voting rights is allowed to submit a
request to the CSSF asking to be granted an exemption from the obligation to launch a mandatory
takeover bid. However, a specially reasoned decision is required in this case.
A voluntary takeover bid can be launched at any time irrespective of the existence of a mandatory
takeover bid pursuant to the principles set out in the Luxembourg Public Takeover Law. In this respect,
the rules applying to voluntary takeover bids are not different to the rules for mandatory takeover bids.
Consideration
Pursuant to the Luxembourg Public Takeover Law, the fair price in a mandatory takeover bid situation is
the highest price paid for the securities during the 12 month period preceding the mandatory bid.
Squeeze-out rules
Pursuant to the Luxembourg Public Takeover Law, should an offeror hold shares in the Company
representing not less than 95% of the capital carrying voting rights and not less than 95% of the voting
rights in the Company as a result of a takeover bid, such offeror would be entitled to squeeze out the
minority shareholders. Where the Company has issued more than one class of securities, the right of
squeeze-out can be exercised only in the class in which the applicable threshold has been reached. The
right of squeeze-out must be exercised within three months of the end of the time allowed for acceptance
of the bid.
139
Sell-out rules
The Luxembourg Public Takeover Law provides that following a bid made to all holders of the
Company's shares for all of their shares, a holder of remaining shares is allowed to require the offeror to
buy such holder's shares from him/her at a fair price where the offeror holds alone or together with
persons acting in concert shares representing more than 90% of the voting rights in the Company. Where
the Company has issued more than one class of securities, the right of sell-out can be exercised only in the
class in which the applicable threshold has been reached. The right of sell-out must be exercised within
three months of the end of the time allowed for acceptance of the bid.
Luxembourg Squeeze-out/Sell-out Law
In scenarios in which no takeover bid pursuant to the Luxembourg Public Takeover Law has taken place,
the Luxembourg law of 21 July 2012 on squeeze-out and sell-out (the "Squeeze-out/Sell-out Law")
might be applicable. Pursuant to article 4 of the Squeeze-out/Sell-out Law, any majority Shareholder of
the Company is entitled to squeeze out the minority shareholders (squeeze-out). In accordance with article
5 of the Squeeze-out/Sell-out Law any minority shareholder of the Company is allowed to require the
majority Shareholder to buy his/her Shares (sell-out). A majority shareholder within the meaning of
article 1 of the Squeeze-out/Sell-out Law is any legal or natural person holding alone or together with
persons acting in concert shares in the Company representing not less than 95% of the capital carrying
voting rights and not less than 95% of the voting rights in the Company.
140
LISTING AND ADMISSION TO TRADING
Admission to trading and markets
General information
Application has been made for the Shares to be listed on the Official List of the Luxembourg Stock
Exchange and admitted to trading on the regulated market operated by the Luxembourg Stock
Exchange (the "Admission to Trading"). The Shares will be accepted for clearance through the
global system maintained by Clearstream Banking Luxembourg, with its registered office at 42,
Avenue J.F. Kennedy, L - 1855 Luxembourg. The ISIN for the Shares is LU 0122624777. The
Common Code for the Shares is 012262477. Application has also been made for the Company's
shares to be admitted to trading on the regulated market of NYSE Euronext Paris.
The Prospectus will be published on the website of the Company (www.orcogroup.com) and on the
website of the Luxembourg Stock Exchange (www.bourse.lu) on or about 2 October 2015.
The Admission to Trading is expected to occur on or about 2 October 2015.
The Company may decide to change the above dated if it deems so necessary for the successful
completion of the Admission to Trading. Information on any changes in the above dates will be
announced on the website of the Company www.orcogroup.com. Information on any change of the
above dates will be published no later than on the originally set date.
The Company does not intend to enter into any underwriting agreements in connection with the
Shares.
There is no transaction aiming at stabilization of the price of the Shares.
There are no lock-up agreements in relation to the Shares.
Markets
As indicated above the Shares will be admitted to trading on the regulated market operated by the
Luxembourg Stock Exchange. The 114,507,629 Shares registered under ISIN code LU0122624777
have already been admitted to trading on the regulated markets of NYSE Euronext Paris and the
Warsaw Stock Exchange. The 200,000,000 Shares that were issued on 10 November 2014 have not
yet been admitted to trading on any regulated market. However, the Company will seek to have them
admitted to trading, in addition to the regulated market of the Luxembourg Stock Exchange, on the
regulated market of NYSE Euronext Paris, which constitutes the regulated market for the purposes of
Directive 2004/39/EC of the European Parliament and of the European Parliament and of the Council
of 21 April 2004 on markets in financial instruments, as soon as reasonably practicable, subject to
legal and regulatory requirements. With respect to the shares already admitted to trading on the
Warsaw Stock Exchange, the Company intends to delist them from the Warsaw Stock Exchange,
subject to legal and regulatory requirements and final decision to commence the process of delisting.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purpose of the
141
MiFID.
Paying agent
Caceis Corporate Trust will be the paying agent in respect of Luxembourg. The address of the paying
agent in respect of Luxembourg is 14, rue Rouget de Lisle 92130 Issy-Les-Moulineaux, France,
telephone number: 00 33 1 57 78 00 00.
Estimate of the total expenses of the Admission to Trading
The Company estimates the total expenses of the Admission to Trading to be € 120,000.
Interest of natural and legal persons involved in the Admission to Trading
There are no specific interests of any natural and legal persons involved in the Admission to Trading.
Reasons for the Admission to Trading
The reasons for the Admission to Trading include, inter alia, the fact that the Company, established and
registered in the Grand Duchy of Luxembourg would like to have its presence supported by the listing of
its Shares on the regulated market of the Luxembourg Stock Exchange. The Company intends to have the
Luxembourg Stock Exchange as its main market in the future.
Inspection of documents and availability of future financial information
For a period of 12 months following the Admission to Trading, copies of the following documents will,
when published, be available for inspection free of charge during regular business hours on any weekday
(Saturdays, Sundays and Luxembourg public holidays excluded) at the registered office of the Company
at 40, rue de la Vallée, L-2661, Luxembourg, Grand Duchy of Luxembourg:
the Articles of Incorporation;
the Consolidated Annual Financial Statements; and
the Interim Financial Statements.
The Company's future annual and interim financial information, which the Company will be required to
publish pursuant to the Luxembourg law of 11 January 2008 relating to the transparency requirements in
relation to information about an issuer whose securities are admitted to trading on a regulated market, as
amended, will be available on the Company's website (www.orcogroup.com) and on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and may be inspected during regular business hours on
any weekday (Saturdays, Sundays and Luxembourg public holidays excluded) at the registered office of
the Company at 40, rue de la Vallée, L-2661, Luxembourg, Grand Duchy of Luxembourg.
142
TAXATION
TAXATION IN LUXEMBOURG
Taxation of the Company
Income taxation
The Company is a fully taxable resident company for tax purposes in Luxembourg and liable as a matter
of principle to Luxembourg corporate income tax (the "CIT") and municipal business tax (the "MBT").
For the fiscal year 2015, the maximum CIT rate is 22.47% (including the 7% solidarity surcharge for the
employment fund). The MBT rate is 6.75% (for a company having its statutory seat in Luxembourg City).
As a result, the current aggregate rate is 29.22% for the fiscal year 2015 for a company established in
Luxembourg-City.
A minimum advance CIT (the "ACIT") of € 3,000 (increased to € 3,210 by the 7% solidarity surcharge
for the employment fund) is levied, as from 1 January 2013, on any company and whose financial assets,
transferable securities and cash deposits exceeds 90% of their total balance sheet and a minimum amount
of € 350,000. This minimum ACIT is creditable against any future CIT charge due by the taxpayer. Any
excess is however not refundable.
An ACIT is also levied for all other companies at a progressive minimum amount which ranges from €
535 to € 21,400 depending on the closing balance sheet total. For the purpose of determining the
minimum ACIT, (i) shares and units held in tax transparent entities will be considered "financial assets"
irrespective of the underlying assets held by the entity as it is computed on the commercial balance sheet
and (ii) the net value of assets which generate (or may generate) income that Luxembourg is not allowed
to tax according to a double tax treaty (e.g., income deriving from foreign real estate) should be excluded
when computing the balance sheet total.
Liability for such taxes extends to the Company's worldwide profits including capital gains, subject to the
provisions of any relevant double taxation treaty or EU regulations (and the implementing laws). The
taxable income of the Company is computed by application of the Luxembourg income tax law of 4
December 1967 (the "LITL"), as amended, as commented and currently applied by the Luxembourg tax
authorities. As a fully taxable Luxembourg resident company, the Company should, from a Luxembourg
tax perspective, be able to benefit from double taxation treaties and European directives in direct and
indirect tax matters.
It should however be noted that specific exemptions are available under certain conditions in relation to
dividends and liquidation proceeds received as well as capital gains realized on qualifying shareholdings
held by the Company (participation exemption regime as provided for by article 166 of the LITL and the
Grand-Ducal decree dated 21 December 2001 (Règlement Grand-Ducal du 21 décembre 2001)).
Net Wealth Taxation
143
Unless benefiting from a special tax regime, a net wealth tax (impôt sur la fortune) (the "NWT") is due
annually by the Company on 1 January of each year at the rate of 0.5% assessed on the net wealth of the
Company (unitary value – valeur unitaire). The unitary value is the difference between (a) assets
estimated at their fair market value (valeur estimée de realisation or Gemeiner Wert), and (b) liabilities
vis-à-vis third parties. In this respect, specific assets such as shares in subsidiaries may benefit from a
NWT exemption (section 60 Bewertungsgesetz) if the following conditions are met:
(i) the Company holds a participation of at least 10% or which acquisition price is at least €
1,200,000 at the end of the fiscal year preceding 1 January, and
(ii) the subsidiary is (a) a Luxembourg fully taxable capital company, (b) a non-Luxembourg capital
company, fully liable to a tax corresponding to the Luxembourg corporate income tax (i.e. a
taxation of at least 10.5% and a taxable basis comparable to the corporate income tax basis), or (c)
a European Union resident company in the meaning of Article 2 of the EU Council Directive
2011/96/EU of 30 November 2011.
Debts in economic relation with an exempt shareholding are not deductible in calculating the net wealth.
Such an economic relation implies that the debt was exclusively concluded in order to acquire, maintain,
or insure the shareholding. In addition, any non-qualifying participation should be valued at its market
value (i.e. including any latent gain).
For the purposes of application of the exemption, the holding of participation through an entity listed
under article 175 of the LITL in a company listed under paragraph (ii) above is deemed to be a direct
shareholding in proportion with the part of net asset value held in such entity.
The NWT charge for a given year can be reduced if a specific reserve, equal to five times the NWT to
save, is created before the end of the subsequent tax year and maintained during the five following tax
years. The maximum NWT to be saved is limited to the corporate income tax amount due by the
Company for the preceding tax year, including the employment fund surcharge, but before imputation of
available tax credits. The NWT cannot however be reduced for the portion corresponding the ACIT.
Capital Duty – registration duties
As of 1 January 2009, and subject to certain exceptions, (such as the contribution of a Luxembourg real
estate property), only a fixed registration duty of €75 is due upon incorporation of a Luxembourg
company by a contribution of cash made to its share capital and on further amendments of its Articles of
Incorporation.
No registration duties or other similar taxes are payable in Luxembourg on the issue of Shares by the
Company.
Withholding Tax on Dividends
Dividends paid by the Company to its Shareholders are normally subject to withholding tax in
Luxembourg at the domestic rate of 15% unless (i) the reduced withholding tax rates as provided for by
144
relevant double taxation treaties apply or, (ii) the conditions to benefit from the exemption of withholding
tax set out under article 147 LITL are met:
(i) at the date the distribution is made available to the Shareholders, each of the relevant Shareholders
holds or commits to hold directly or through a tax transparent vehicle, during an uninterrupted
period of at least 12 months, a participation representing (a) at least 10% of the share capital of
the Company or (b) an acquisition cost of at least €1.2 million;
(ii) the beneficiary of the dividends is:
a company ("société à caractère collectif") resident in Luxembourg fully liable to
Luxembourg tax; or
an EU resident company within the meaning of article 2 of the EU Council Directive
90/435/EC of 23 July 1990 as replaced by EU Council Directive 2011/96/EU of 30
November 2011 concerning the common fiscal regime applicable to parent and subsidiary
companies of different member states or its Luxembourg permanent establishment; or
a Swiss corporation which is liable to Swiss corporate tax without benefiting from an
exemption; or
a company subject to an income taxation comparable to the Luxembourg corporate
income tax (in practice a tax rate of 10.5% applied on a comparable taxable basis should
be acceptable), which is resident in a country having concluded a double taxation treaty
with Luxembourg or its Luxembourg permanent establishment; or
a corporation or a cooperative company resident in a non-European Union country that is
member of the EEA that is fully subject to an income taxation corresponding to the
Luxembourg corporate income tax (in practice a tax rate of 10.5% applied on a
comparable taxable basis should be acceptable); or
a permanent establishment of a corporation or a cooperative company resident in a non-
European Union country member of the EEA.
With respect to the application of the above-mentioned exemption, the investors should note that
according to a recent circular (Circular N° 154/2 of 13 February 2015) of the Luxembourg tax authorities,
withholding tax should be applied to any distributions made to shareholders holding a direct participation
of at least 10% (or acquisition cost of at least of €1.2 million) before the 12 months period has elapsed.
Repayment of such withholding tax can however ultimately be requested by the relevant Shareholder.
To the extent a withholding tax applies the Company is responsible for withholding amounts
corresponding to such taxation at source.
Capital Decrease
145
The reimbursement of share capital by the Company is not treated as a dividend distribution for
Luxembourg withholding tax purposes and thus not subject to any withholding tax, provided (i) there are
no reserves or profits at the level of the Company and (ii) the capital decrease is motivated by sound
business reasons. In case the Company does not have sound business reasons to proceed to a capital
decrease, the entire amount paid will be subject to a 15% withholding tax, unless the conditions set out
under "Withholding Tax on Dividends" are met.
Taxation of the Company's Shareholders
Preliminary Consideration on the Luxembourg Tax Residency of the Company's Shareholders
A Shareholder will not become a resident, nor be deemed to be a resident, in Luxembourg, by reason only
of the holding of the Shares, or the execution, performance, delivery and/or enforcement of the Shares.
Income Taxation of Luxembourg Resident Shareholders
Luxembourg Resident Individuals
50% of the dividends received by resident individuals, who act in the course of either their private wealth
or their professional/business activity, are subject to income tax at the progressive ordinary rate (with the
2013 maximum effective marginal tax rate being at 42.80% or 43.60% depending on the amount of
taxable income); the other 50% of the dividends received are tax exempt. The 15% withholding tax may
be offset against the income tax liability.
Notwithstanding the above, a Luxembourg tax resident individual is not taxable on the first tranche of
EUR 1,500 (or EUR 3,000 in case of collective taxation with his/her spouse) of the aggregate amount of
interest and dividend income he/she receives during any given year.
A gain realized upon the sale, disposal or redemption (note that if some but not all the Shares of a given
holder of Shares are redeemed, the same tax treatment applies as for dividends) of Shares by Luxembourg
resident individual Shareholders, acting in the course of the management of their private wealth is not
subject to Luxembourg income tax, provided this sale, disposal or redemption took place more than 6
months after the acquisition of the Shares were acquired and provided the Shares do not represent a
substantial shareholding.
In this respect, a substantial shareholding is defined where (i) the relevant shareholder has held, either
alone or together with its spouse or partner and/or its minor children, either directly or indirectly, at any
time within the five years preceding the realization of the gain, more than 10% of the share capital of the
Company, or (ii) the taxpayer acquired free of charge, within the 5 years preceding the transfer, a
participation that constituted a substantial participation in the hands of the alienator (or the alienators in
case of successive transfers free of charge within the same five-year period). Capital gains realized on a
substantial participation more than 6 months after the acquisition thereof are subject to income tax
according to the half-global rate method (i.e. the average rate applicable to the total income is calculated
according to progressive income tax rates and half of the average rate is applied to the capital gains
146
realized on the substantial participation). A disposal may include a sale, an exchange, a contribution or
any other kind of alienation of the shareholding.
Capital gains realized on the disposal of the Shares by resident individual holders, who act in the course
of their professional / business activity, are subject to income tax at ordinary rates. Taxable gains are
determined as being the difference between the price for which the Shares have been disposed of and the
lower of their cost or book value.
Luxembourg Corporate Residents
Luxembourg resident corporate shareholders (société à caractère collectif) of the Company must include
50% of the dividends received and any capital gains derived from the Shares, in their taxable profits for
Luxembourg income tax assessment purposes (CIT and MBT at the maximum aggregate rate of 29.22%
in 2015 for corporate shareholders having their statutory seat in Luxembourg City). The other 50% of the
dividends received are tax exempt. The 15% withholding tax may be offset against the income tax
liability. Taxable gains are determined as being the difference between the sale, repurchase or redemption
price and the lower of the cost or book value of the Shares sold or redeemed.
However, dividends and liquidation proceeds received by Luxembourg resident corporate shareholders
from the Company will be exempt from CIT and MBT in case of a participation held directly, or
indirectly through a tax transparent vehicle, representing at least 10% of the share capital of the Company
or an acquisition price of at least €1.2 million, provided that at the time of the income is made available,
the recipient has held or commits to hold the participation during an uninterrupted period of at least
twelve months.
Capital gains realized upon disposal of the Shares by Luxembourg resident corporate shareholders will be
exempted in case of a participation held directly, or indirectly through a tax transparent vehicle,
representing at least 10% of the share capital of the Company or an acquisition price of at least €6 million,
provided that at the time of the disposal, the beneficiary has held or commits to hold the participation
during an uninterrupted period of at least twelve months. Capital gains would remain taxable up to the
aggregate amount of expenses and impairment incurred during the year of disposal and previous years
which have been deducted from the taxable base.
Luxembourg Residents Benefiting from a Special Tax Regime
Luxembourg resident Shareholders of the Company that are entities benefiting from a special tax regime,
such as, (i) undertakings for collective investment subject to the amended law of 17 December 2010 (Loi
du 17 décembre 2010 concernant les sociétés de placement), (ii) specialized investment funds subject to
the amended law of 13 February 2007 (Loi du 13 février 2007 relative aux fonds d'investissement
spécialisés) or (iii) family wealth management companies governed by the amended law of 11 May 2007
(Loi du 11 mai 2007 relative à la création une société de gestion de patrimoine familial (SPF)) are tax
exempt entities in Luxembourg and are thus not subject to any Luxembourg income tax.
Income Taxation of Luxembourg Non-resident Shareholders
147
Shareholders of the Company who are non-residents of Luxembourg and who have neither a permanent
establishment nor a permanent representative in Luxembourg to which or to whom the Shares are
attributable, are generally not liable to any Luxembourg income tax.
As an exception, a non-resident shareholder may be liable to Luxembourg income tax on capital gains
realized on the Shares if it has held, either alone or together with its spouse or partner and/or its minor
children, directly or indirectly, at any time within the five years preceding the disposal of the Shares,
more than 10% of the Shares of the Company and it has either (i) held the Shares for less than 6 months
or (ii) been a Luxembourg resident taxpayer for more than 15 years and became a non-resident less than
five years before the realization of the capital gains on the Shares. Depending on its residence State, such
non-resident shareholders might, however, claim tax treaty benefits in order to avoid Luxembourg tax on
any such capital gains.
Non-resident corporate shareholders that have a permanent establishment or a permanent representative in
Luxembourg to which or whom the Shares are attributable, must include any income received, as well as
any gain realized on the sale, disposal or redemption of Shares, in their taxable income for Luxembourg
tax assessment purposes. The same inclusion applies to individuals, acting in the course of the
management of a professional or business undertaking, who have a permanent establishment or a
permanent representative in Luxembourg to which or whom the Shares are attributable. Taxable gains are
determined as being the difference between the sale, repurchase, or redemption price and the lower of the
cost or book value of the Shares sold or redeemed. Subject to certain conditions being satisfied,
Luxembourg resident corporate Shareholders and certain non-resident corporate Shareholders that have a
permanent establishment in Luxembourg to which the Shares are attributable may benefit from a net
wealth tax exemption.
Net Wealth Tax
Luxembourg resident Shareholders and Shareholders who have a permanent establishment or a permanent
representative in Luxembourg to which or whom the Shares are attributable are subject to Luxembourg
NWT on such Shares, except if such Shareholder is (i) a resident or non-resident individual taxpayer, (ii)
an undertaking for collective investment subject to the amended law of 17 December 2010 (Loi du 17
décembre 2010 concernant les sociétés de placement collectif), (iii) a securitization company governed by
the amended law of 22 March 2004 on securitization (Loi du 22 mars 2004 relative à la titrisation), (iv) a
company governed by the amended law of 15 June 2004 on venture capital vehicles (Loi du 15 juin 2004
relative à la Société d'investissement en capital à risque (SICAR)), (v) a specialized investment fund
governed by the amended law of 13 February 2007 (Loi du 13 février 2007 relative aux fonds
d'investissement spécialisés) or (vi) a family wealth management company governed by the amended law
of May 11, 2007 (Loi du 11 mai 2007 relative à la création d'une société de gestion de patrimoine
familial (SPF)).
Subject to certain conditions being satisfied, Luxembourg resident corporate Shareholders and certain
non-resident corporate Shareholders that have a permanent establishment in Luxembourg to which the
Shares are attributable may benefit from a net wealth tax exemption.
148
Other Taxes
No Luxembourg registration duties or similar taxes are levied on the transfer of the Shares.
No estate or inheritance tax is levied on the transfer of the Shares upon death of a Shareholder of the
Company in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes.
Luxembourg tax may be levied on a gift or donation of the Shares if embodied in a Luxembourg notarial
deed or otherwise registered in Luxembourg. Where a holder of Shares is a resident of Luxembourg for
tax purposes at the time of his death, the Shares are included in its taxable estate for inheritance tax or
estate tax purposes.
The above information is based on the Luxembourg law in force and current practice and is subject to
change.
TAXATION IN FRANCE
The following is a summary of certain French tax considerations that may be relevant for Shareholders
that are (i) resident in France for tax purposes ("French Resident Shareholders") and are either (ii)
individuals holding the shares in the Company as part of their private assets ("Individual French
Resident Shareholders") or (ii) French legal entities subject to corporate income tax ("French Resident
Corporate Shareholders"). French Resident Shareholders that do not fall within any of these two
categories should contact their own tax advisor to determine the tax consequences in connection with the
acquisition and holding of the Shares applicable to them.
This summary is provided for general information purposes and does not purport to be a comprehensive
description of all of the tax considerations that may be relevant for specific French Resident Shareholders
in light of their particular circumstances.
This summary is based on the tax laws and regulations in force in France, including the double tax treaty
entered into between France and Luxembourg on 1 April 1958 (as amended), as currently in effect and
applied by the French tax authorities and all of which are subject to change or to different interpretation.
This summary is not intended to be, nor should it be construed as being legal or tax advice. French
Resident Shareholders should consult their own professional tax advisors in order to determine the tax
regime that is applicable in their particular case.
Individual French Resident Shareholders holding the Shares as part of their private assets
Dividends
Dividend distributed by the Company to French Resident Shareholders will be subject to 15% dividend
withholding tax in Luxembourg. This Luxembourg domestic dividend withholding tax rate is not reduced
under the current provisions of France-Luxembourg double tax treaty as far as Individual French Resident
Shareholders are concerned (i.e. Article 8, 2. a.)-2° of the France-Luxembourg double tax treaty also
provides for 15% dividend withholding tax rate, which is applicable in accordance with Luxembourg
domestic law).
149
Individual French Resident Shareholders will be subject to personal income tax in France at progressive
rates up to 45% on the gross amount of the dividend received. As the Company is subject to corporate
income tax in Luxembourg and assuming the relevant dividend distribution is decided in accordance with
the corporate governance rules, dividends received by Individual French Resident Shareholders should be
eligible to an allowance in taxable basis equal to 40% of the gross amount of the dividend received, as
provided for by Article 158, 3°-2 of the French tax code. In addition, an exceptional contribution on "high
revenues" is due by Individual French Resident Shareholders if the total taxable income of the household
exceeds certain thresholds. This tax is levied (i) at the rate of 3% on part of the taxable income of the year
comprised between € 250,000 and € 500,000 for single tax payers and between € 500,000 and €
1,000,000 for joint tax payers and (ii) at the rate of 4% on part of the taxable income of the year
exceeding € 500,000 for single tax payers and € 1,000,000 for joint tax payers.
In advance of payment of personal income tax liability with respect to the relevant year, Individual
French Resident Shareholders are subject (except if their annual taxable income does not exceed certain
thresholds) to a mandatory withholding tax at the rate of 21% on the gross amount of the dividends
received, to be paid to the French tax authorities by the paying institution established in France (or the
paying institution established within the European Economic Area and authorized by the tax payer to pay
the withholding tax on his behalf) or the Individual French Resident Shareholder if the paying institution
is established outside France, within 15 days of the month following the month of payment of the
dividend. This mandatory withholding tax is creditable against the personal income tax due.
The 15% dividend withholding tax levied on the dividends in Luxembourg gives rise to a tax credit
deductible from personal income tax due in France.
Dividends received from the Company by Individual French Resident Shareholders will also be subject to
social contributions at the aggregate rate of 15.5%, i.e. (i) the contribution sociale generalisée at the rate
of 8.2%, 5.1% of which is tax deductible, (ii) the contribution de remboursement de la dette sociale of
0.5% non deductible for tax purposes, (iii) the prélèvement social of 4.5% non deductible for tax
purposes, (iv) the contribution additionelle of 0.3% non deductible for tax purposes and (v) the
prélèvement de solidarité of 2% non deductible for tax purposes. Social contributions are generally
withheld and paid in the same manner as the mandatory 21% withholding tax.
Capital gains
Pursuant to Article 18 of the France-Luxembourg double tax treaty, capital gains realised by individual
French Resident Shareholders upon sale of shares in the Company should be taxable in France.
Under the French tax law currently in force, capital gain realised upon disposal of Shares in the Company
will be subject as from the first euro to personal income tax at progressive rates up to 45%. The taxpayer
will be eligible for a reduction of the taxable basis of the capital gain realized depending on the number of
years of the holding of the Shares. The reduction for holding more than two years and less than eight
years is 50%, and 65% for holding of at least eight years or more at the date of the sale. This reduction
only applies to the tax basis for determination of the personal income tax.
150
In addition, an exceptional contribution on "high revenues" is due by Individual French Resident
Shareholders if the total taxable income of the household exceeds certain thresholds. This tax is levied (i)
at the rate of 3% on part of the taxable income of the year comprised between € 250,000 and € 500,000
for single tax payers and between € 500,000 and € 1,000,000 for joint tax payers and (ii) at the rate of 4%
on part of the taxable income of the year exceeding € 500,000 for single tax payers and € 1,000,000 for
joint tax payers.
Furthermore, capital gain realised upon sale of Shares in the Company will be subject to social
contributions at the aggregate rate of 15.5%, assessed on the gross amount of the gain with no reduction
for holding period, i.e. (i) the contribution sociale generalisée at the rate of 8.2%, 5.1% of which is tax
deductible, (ii) the contribution de remboursement de la dette sociale of 0.5% non deductible for tax
purposes, (iii) the prélèvement social of 4.5% non deductible for tax purposes, (iv) the contribution
additionelle of 0.3% non deductible for tax purposes and (v) the prélèvement de solidarité of 2% non
deductible for tax purposes.
Pursuant to Article 150-0 D, 11° of the French tax code, capital losses realised upon disposal of Shares in
the Company may be deducted only from capital gains on sales of securities of the same nature in the
same year or in the ten years following the disposal.
Wealth Tax
The Shares held by Individual French Resident Shareholders will be within the scope of French wealth
tax. Individual French Resident Shareholders should consider with their own tax advisor whether any
allowance or tax exemption is available depending on their personal situation.
French Resident Corporate Shareholders
Dividends
Dividends distributed by the Company to French Resident Corporate Shareholders subject to corporate
income tax in France will be subject to 15% dividend withholding tax in Luxembourg, reduced to 5%
under Article 8, 2°-a.) 1°) of the France-Luxembourg double tax treaty if the beneficiary of the dividend
distribution is a French company with capital divided into shares ("société de capitaux") holding directly
at least 25% of the share capital of the Company and timely complying with applicable tax treaty
formalities. The reduction of the dividend withholding tax under the France-Luxembourg double tax
treaty is also available when several French resident companies with share capital divided into shares hold
an aggregate shareholding of at least 25% in the Luxembourg distributing company and belong to a group
of companies which is more than 50% controlled by any of them. French Resident Corporate
Shareholders that are likely to qualify for the reduced dividend withholding tax rate under the France-
Luxembourg double tax treaty should provide the Issuer with a tax residency certificate before the date of
dividend distribution (and a proof of holding of a stake of at least 25%); alternatively, French Resident
Corporate Shareholders could ask for a refund of the excess withholding tax levied by 31 December of
the year following the dividend distribution by filing the appropriate withholding tax refund claim (form
901bis) with the Luxembourg Tax Authorities together with the required supporting documentation (i.e.
tax residency certificate, proof of the amount of dividends received and tax withheld and proof of holding
151
of a stake of at least 25% at the time of dividend distribution). Furthermore, dividends distributed by the
Company to French Resident Corporate Shareholders that fulfil the conditions of the Luxembourg
domestic dividend whithholding tax exemption regime (please refer to Section Taxation in Luxembourg -
Withholding Tax on Dividends above) may benefit from the exemption from the Luxembourg 15%
dividend withholding tax under Luxembourg domestic tax rules.
Dividends received by French Resident Corporate Shareholders will be subject to French corporate
income tax at the standard rate of 33.1/3% increased with (i) a social contribution of 3.3% assessed on the
amount of the corporate income tax in excess of € 763,000 in a relevant fiscal year and (ii) an exceptional
contribution of 10.7% assessed on the amount of corporate income tax due by the companies realising an
annual turnover exceeding € 250,000,000, it being specified that the exceptional contribution of 10.7% is
applicable until 30 December 2016.
Companies, whose annual turnover is less than € 7,630,000 in a relevant fiscal year and whose share
capital, fully paid in, is continuously held in a relevant fiscal year for at least 75% by individuals or
companies satisfying the above conditions, are subject to corporate income tax at the rate of 15% up to €
38,120 of the taxable income realised in a relevant fiscal year.
French Resident Corporate Shareholders holding at least 5% of the capital of the Company may be
eligible, under certain conditions, to the French parent-subsidiary regime, provided for by the Articles 145
and 216 of the French tax code, under which dividends are exempt from French corporate income tax,
subject to an add-back to the taxable income of a 5% lump sum ("quote part de frais et charges") of the
dividends received.
The Luxembourg dividend withholding tax gives rise to a tax credit deductible from corporate income tax
due in France, except if the French parent-subsidiary regime is applicable to the relevant French Resident
Corporate Shareholder.
Capital gains
As a general rule, capital gains and losses realized upon disposal of the Shares by French Resident
Corporate Shareholders will be included in the taxable income realized in a relevant fiscal year by French
Resident Corporate Shareholders and subject to corporate income tax at the standard rate of 33.1/3%
increased with (i) a social contribution of 3.3% assessed on the amount of the corporate income tax in
excess of € 763,000 in a relevant fiscal year and (ii) an exceptional contribution of 10.7% assessed on the
amount of corporate income tax due by the companies realising an annual turnover exceeding €
250,000,000, it being specified that the exceptional contribution of 10.7% is applicable until 30 December
2016.
French Resident Corporate Shareholders may be eligible to a specific tax treatment if the Shares qualify
as controlling interest ("titres de participation") in the meaning of the provisions of Article 219 of the
French tax code and were held for a period of at least two years on the date of disposal. Pursuant to the
provisions of Article 219-I a quinquies of the French tax code, only 12% of the gross capital gain realised
upon disposal of a controlling interest that was held for a period of at least two years at the date of the
sale is subject to corporate income tax at the standard 33.1/3% rate (increased with the social and
152
exceptional contributions listed above, as applicable), which means that the gain is exempt from tax up to
88% of its amount, it being specified, however, that capital gains realised upon transfers of controlling
interest in predominantly real estate companies in the meaning of Article 219-I a sexies-0 bis) of the
French tax code that are listed on a regulated market (BOFIP-Impôts, BOI-IS-BASE-20-20-10-30, 31
December 2013) are excluded from this 88% corporate income tax exemption but are eligible to a reduced
19% corporate income tax rate in accordance with the provisions of Articles 219, I a.) and 219, IV of the
French tax code. French Resident Corporate Shareholders should consider with their own tax advisor
whether they fulfil the conditions for this specific tax treatment to apply.
Other Taxes and Duties
Pursuant to the Article 235 ter ZD of the French tax code, acquisitions of equity securities or similar
instruments issued by a company having its head office in France and having a market capitalisation in
excess of € 1 billion as of 1 December of the year preceding the acquisition are subject to French financial
transaction tax at the rate of 0.2%. This tax also applies to acquisition of securities issued by an issuer
whose head office is not in France when these securities represent securities whose issuer has its head
office in France. Based on the official administrative guidelines of the French tax authorities (BOFIP-
Impôts, BOI-TCA-FIN-10-10, dated 26 December 2014), when the issuer does not have its head office in
France, its securities are outside the scope of the French financial transaction tax, even if they are
admitted to trading on a French trading platform or their issue account is held by a central depositary in
France. As long as the head office of the Company is not in France, acquisition of the Shares on NYSE
Euronext Paris will not be subject to the French financial transaction tax.
No French registration duties are payable by reason of the acquisition of the Shares, provided that no
written agreement formalizing the transfer of the Shares is executed in France.
153
TRANSFER AND SELLING RESTRICTIONS
Selling restrictions
European Economic Area
In relation to each member state of the European Economic Area that has implemented the Prospectus
Directive (each, a "Relevant Member State"), with effect from and including the date on which the
Prospectus Directive was implemented in that Relevant Member State (the "Relevant Implementation
Date"), no Shares have been offered or will be offered to the public in that Relevant Member State prior
to the publication of a prospectus in relation to the Shares which has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in the Relevant Member State, all in accordance with the
Prospectus Directive, except that with effect from and including the Relevant Implementation Date, offers
of Shares may be made to the public in that Relevant Member State at any time under the following
exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State:
a) to any legal entity which is a qualified investor, as defined in the Prospectus Directive;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) in such Relevant Member State; or
c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Shares shall result in a requirement for the publication by the Company of a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
For this purpose, the expression "an offer of any shares to the public" in relation to any Shares sold in any
Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to
subscribe for any Shares, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus
Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending
Directive) and includes any relevant implementing measure in each Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.
154
ENFORCEMENT OF CIVIL LIABILITIES
The Company is a public limited liability company (société anonyme) organized under the laws of the
Grand Duchy of Luxembourg and its assets are located primarily outside the United States. In addition,
the members of the Company's Board of Directors are non-residents of the United States whose assets are
located primarily outside the United States. As a result, it may not be possible for investors to effect
service of process within the United States upon the Company or such persons or to enforce against them
or the Company judgments of courts of the United States, whether predicated upon the civil liability
provisions of the federal securities laws of the United States or other laws of the United States or any state
thereof.
Although there is no treaty between Luxembourg and the United States regarding the reciprocal
enforcement of judgments, a valid, final and conclusive judgment against the Company obtained from a
state or federal court of the United States, which judgment remains in full force and effect, may be
enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the
enforcement procedures set forth in article 678 et seq. of the Luxembourg New Code of Civil Procedure,
as follows:
the foreign court must properly have had jurisdiction to hear and determine the matter, both
according to its own laws and to the Luxembourg international private law conflict of jurisdiction
rules;
the foreign court must have applied the law which is designated by the Luxembourg conflict of
laws rules (although some first instance decisions rendered in Luxembourg, which have not been
confirmed by the Court of Appeal, no longer apply this condition) or, at least, the order must not
contravene the principles underlying those rules;
the decision of the foreign court must be enforceable (exécutoire) in the jurisdiction in which it
was rendered;
the decision of the foreign court must not have been obtained by fraud, but in compliance with the
rights of the defendant and in compliance with its own procedural laws; and
the decisions and the considerations of the foreign court must not be contrary to Luxembourg
international public policy rules or have been given in proceedings of a tax, penal or criminal
nature (which would include awards of damages made under civil liabilities provisions of the
U.S. federal securities laws, or other laws, to the extent that the same would be classified by
Luxembourg courts as being of a penal or punitive nature (for example, fines or punitive
damages)). Ordinarily an award of monetary damages would not be considered as a penalty, but if
the monetary damages include punitive damages, such punitive damages may be considered as a
penalty.
If an original action is brought in Luxembourg, without prejudice to specific conflict of law rules,
Luxembourg courts may refuse to apply the designated law if the choice of such foreign law was not
made bona fide or (i) if the foreign law was not pleaded and proved or (ii) if pleaded and proved, such
foreign law was contrary to mandatory Luxembourg laws or incompatible with Luxembourg public policy
155
rules. In an action brought in Luxembourg on the basis of U.S. federal or state securities laws,
Luxembourg courts may not have the requisite power to grant the remedies sought.
156
INDEPENDENT AUDITORS
The Consolidated Annual Financial Statements included elsewhere in this Prospectus have been audited
by KPMG Luxembourg (the "KPMG"), Société coopérative, independent auditors of the Company, as
stated in their reports appearing elsewhere in this Prospectus. KPMG is a current member of the Institut
des Réviseurs d'Entreprises the national member body for Luxembourg of the International Federation of
Accountants. KPMG is on the public register of authorized audit firms held by the Commission de
Surveillance du Secteur Financier.
ANNEX 1 - INDEX TO FINANCIAL STATEMENT
Orco Property Group | Société Anonyme | 40 Rue de la Vallée, L-2661 Luxembourg RCS Luxembourg B 44996
-
-
-
-
1
1 JLL – Prague Office Market – Q2 2015
2
2 The classification of GAV is in line with the vision of the management and is not always reflecting the IFRS classification disclosed in the Financial Statements.
-
1 106 105
-
20
40
60
80
100
120
140
160
GAV Dec_2014 Change of scope Sales Capex Financial assets Forex Impact Change of Value GAV June_2015
Property Investments Portfolio - Data in EUR Million
-
Property portfolio 30 June 2015 Property Investment Development Carrying value Carrying value Bank Loans
%
Czech Republic 63,792 149,992 213,784 82% 53,234
Croatia - 1,292 1,292 1% -
Hungary 8,200 - 8,200 3% -
Poland 11,409 340 11,749 5% 5,019
Luxembourg 21,930 - 21,930 9% 15,636
CE property portfolio 105,331 151,624 256,955 100% 73,889
Property portfolio 31 December 2014 Property Investment Development Carrying value Carrying value Bank Loans
%
Czech Republic 61,690 152,936 214,626 83% 65,320
Croatia - 1,124 1,124 0% -
Hungary 10,800 - 10,800 4% -
Poland 11,300 433 11,733 5% 5,072
Luxembourg 21,770 - 21,770 8% 16,611
CE property portfolio 105,560 154,493 260,053 100% 87,003
Investment Property - renting 30 June 2015
Carrying value Carrying value Gross lettable area Occupancy Average rent Bank Loans
% thds. sqm % EUR / SQM
Prague, Czech republic 63,792 60% 60 83.0% 8.0 43,621
Budapest, Hungary 8,200 8% 16 10.8% 4.1 -
Warsaw, Poland* 11,409 11% 36 24.7% 4.6 5,019
Capellen, Luxembourg 21,930 21% 8 90.8% 21.9 15,636
Portfolio total 105,331 100% 120 56.4% 7.4 64,276
Investment Property - renting 31 December 2014
Carrying value Carrying value Gross lettable area Occupancy Average rent Bank Loans
% thds. sqm % EUR / SQM
Prague, Czech republic 61,690 58% 60 79.0% 8.4 54,958
Budapest, Hungary 10,800 10% 16 14.2% 4.2 -
Warsaw, Poland 11,300 11% 36 24.7% 4.4 2,096
Capellen, Luxembourg 21,770 21% 8 91.1% 22.7 16,611
Portfolio total 105,560 100% 120 54.9% 9.2 73,665
Key Project held in portfolio as of June 2015
Committed Location Asset type Area
in SQM Permit status
Current valueJune 2015
EUR million
ERV EUR
million
Bubny Czech Republic, Prague Mixed commercial 24 ha* Pending 52.0 NA
*3.6 ha of the Bubny landplot are now held at 20% through a joint venture with Unibail Rodamco and are not included in the value above
•
•
•
•
•
•
•
•
Country Land plot area GEFA estimated Land plot area GEFA estimated* Land plot area GEFA estimated*The Czech Republic 95 738 sqm 96 801 sqm 800 305 sqm 66 250 sqm 896 043 sqm 163 051 sqmPoland 69 681 sqm 59 726 sqm 35 573 sqm 47 256 sqm 105 254 sqm 106 982 sqmSlovakia 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqmCroatia 6 208 sqm 0 sqm 104 944 sqm 0 sqm 111 152 sqm 0 sqmGermany 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqmSub-total land bank 171 627 sqm 156 527 sqm 940 822 sqm 113 506 sqm 1 112 449 sqm 270 033 sqmThe Czech Republic 18 881 sqm 32 008 sqm 885 813 sqm 530 400 sqm 904 694 sqm 562 408 sqmPoland 131 130 sqm 0 sqm 0 sqm 0 sqm 131 130 sqm 0 sqmSlovakia 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqmCroatia 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqmGermany 0 sqm 0 sqm 0 sqm 0 sqm 0 sqm 0 sqmSub-total other category 150 011 sqm 32 008 sqm 885 813 sqm 530 400 sqm 1 035 824 sqm 562 408 sqmTotal 321 638 sqm 188 535 sqm 1 826 635 sqm 643 906 sqm 2 148 273 sqm 832 441 sqmGEFA estimated*: the figure is presented here as an estimation only on the basis of the latest internal study performed. Only building permit determine the authorized GEFA. All the land plot are not systematically covered with a GEFA estimate.
With zoning Without zoning Total
30 June 31 December 2015 2014
Non current liabilities
Financial debts 52,632 65,252
Non-current Bonds 59,714 62,237
Current liabilities
Financial debts 27,957 13,557
Current Bonds 4,375 278
Accrued interest 938 915
Liabilities linked to assets held for sale 4,013 237
Current assets
Current financial assets - -
Cash and cash equivalents (3,951) (7,103)
Net debt 145,678 135,373
Investment property 239,826 249,236
Investments in equity affiliates 4,073 35
Financial assets at fair value through profit or loss 599 2,627
Financial assets available-for-sale 96,118 86,995
Non current loans and receivables 7,962 4,669
Inventories 8,304 9,422
Assets held for sale 8,824 1,395
Revaluation gains / (losses) on projects and properties 483 697
Fair value of portfolio 366,189 355,076
Loan to Value 39.8% 38.1%
in EUR Million Less than one year -
Bank loans linked to
AHS
Less than one year -
Others
1 to 3 years 3 to 5 years More than 5 years
Total
As at 30 June 2015 3.0 32.3 34.0 65.0 13.3 147.7 As at 31 December 2014 - 13.9 45.5 67.5 14.5 141.3 Variation 3.0 18.4 (11.5) (2.5) (1.2) 6.4
-
-
-
-
3
June 2015 December 2014
Consolidated equity 203,544 205,510
Fair Value adjustment on asset held for sales 356 -
Fair value adjustments on inventories 127 697
Deferred taxes on revaluations 2,833 4,112
Goodwills - -
Own equity instruments - -
EPRA Net asset value 206,860 210,319
Existing shares (in thousands) 314,508 314,508
Net asset value in EUR per share 0.66 0.67
EPRA Net asset value 206,687 210,319
Deferred taxes on revaluations (2,833) (4,112)
Fair value adjustment of bonds issued by the Group (*) - -
EPRA Triple Net asset value 204,027 206,207
Fully diluted shares 314,508 314,508
Triple net asset value in EUR per share 0.65 0.66
-
-
-
6 months 6 months 2015 2014
Revenue 7,330 16,805
Sale of goods 770 7,892 Rent 3,974 5,037 Hotels and restaurants - 1,040 Services 2,586 2,836
Net gain from fair value
adjustments on investment property (13,976) (469) Other operating income 108 244 Net result on disposal of assets 73 9 Cost of goods sold (865) (6,452) Employee benefits (514) (15,332) Amortisation, impairments and provisions 4,994 (9,974) Operating expenses (8,346) (8,839)
Operating result (11,196) (24,008)
Interest expense (5,717) (13,642) Interest income 441 882 Foreign exchange result 1,638 (2,842) Other net financial results (7,104) (20,933)
Financial result (10,742) (36,535)
Share of profit or loss of entities accounted for using the equity method 3,004 (206)
Loss before income taxes (18,934) (60,749)
Income taxes 1,520 (920)
Loss from continuing operations (17,414) (61,669)
Loss after tax from discontinued operations - (2,817)
Net loss for the period (17,414) (64,486)
Total loss attributable to:
Non controlling interests (324) (1,466)
Owners of the Company (17,090) (63,019)
Development Property Investments
Total
YTD Revenue
As at June 2015 1,342 5,988 7,330
As at June 2014 8,084 8,721 16,805
Variation (6,742) (2,733) (9,475)
•
•
30 June 2015 30 June 2014
Leases and rents (57) (178)
Building maintenance and utilities supplies (1,303) (2,078)
Marketing and representation costs (220) (726)
Administration costs (4,111) (4,954)
Taxes other than income tax (366) (643)
Hospitality specific costs 0 (106)
Other operating expenses (2,290) (155)
Employee benefits (514) (15,332)
Total operating expenses (8,861) (24,171)
Freeholdbuildings
Extendedstay hotels
Land bank TOTAL
Czech Republic 974 - (10.923) (9.949)
Poland (1,120) - - (1,120)
Croatia - - (407) (407)
Hungary (2,660) - - (2,660)
Luxembourg 160 - - 160
At 30 June 2015 (2,646) - (11.330) (13.976)
4
Development Property Investments
TOTAL
Operating Result - 6m 2015 (11,476) 279 (11,197)
Net gain or loss from fair value adjustments on investment property 11,321 2,655 13,976
Amortisation, impairments and provisions (822) (4,172) (4,994)
Termination indemnities - - -
Net result on disposal of assets - (73) (73)
Adjusted EBITDA - 6m 2015 (977) (1,311) (2,288)
Adjusted EBITDA - 6m 2014 (3,732) 2,462 (1,270)
Variation YoY 2,755 (3,773) (1,018)
30 June 2015 30 June 2014 Variance
Change in fair value and realized result on derivative instruments 158 (117) 275
Change in fair value and realized result on other financial assets (2,121) (20,224) 18,103
Other net financial results (156) (592) 435
Realized result on repayment of borrowings (4,188) - (4,188)
Result on disposal of subsidiaries (797) - (797)
Total (7,104) (20 933) 13,655
4
-
-
-
EPRA Net Asset Value Page 15
-
-
-
ORCO PROPERTY GROUPSociété Anonyme
Condensed consolidated interim financial information
for the period of six months ended 30 June 2015
Orco Property Group’s Board of Directors has approved the condensed consolidated interim financial information for the period ended 30 June 2015 on 27 August 2015.
All the figures in this report are presented in thousands of Euros except if explicitly stated.
2 ORCO PROPERTY GROUP | I. Condensed consolidated interim income statement
I. Condensed consolidated interim income statement
The accompanying notes form an integral part of this condensed consolidated interim financial information.
6 months 6 months Note 2015 2014
Revenue 3 7,330 16,805 Sale of goods 770 7,892 Rent 3,974 5,037 Hotels and restaurants - 1,040 Services 2,586 2,836
Net loss from fair value adjustments on Investment Property 3/4 (13,976) (469)
Other operating income 3 108 244Net result on disposal of assets 3 73 9Cost of goods sold 3/6 (865) (6,452) Employee benefits 3 (514) (15,332) Amortization, impairments and provisions 3 4,994 (9,974) Other operating expenses 3 (8,346) (8,839)
Operating result (11,196) (24,008)
Interest expense 10.3 (5,717) (13,642) Interest income 441 882Foreign exchange result 1,638 (2,842) Other net financial results 12 (7,104) (20,933)
Financial result (10,742) (36,535)
Share of profit or loss of entities accounted for using the equity method 3,004 (206)
Loss before income taxes (18,934) (60,749)
Income taxes 1,520 (920)
Loss from continuing operations (17,414) (61,669)
Loss after tax from discontinued operations - (2,817)
Net loss for the period (17,414) (64,486)
Total loss attributable to: Non-controlling interests (324) (1,466)
Owners of the Company (17,090) (63,020)
Basic earnings in EUR per share 13 (0.05) (0.55) Diluted earnings in EUR per share 13 (0.05) (0.55)
The condensed consolidated interim income statement and relevant tables in the Notes which provide detailed breakdown of the income or expense refer to continuing operations only.
ORCO PROPERTY GROUP | II. Condensed consolidated interim statement of comprehensive income 3
II. Condensed consolidated interim statement of comprehensive income
The accompanying notes form an integral part of this condensed consolidated interim financial information.
6 months 6 months2015 2014
Net loss for the period (17,414) (64,486)
Other comprehensive income/ (loss) Items that may be reclassified subsequently to profit or loss 15,131 1,265
Currency translation differences 3,355 1,265
Change in value of available-for-sale financial assets 2 11,776
Items that will not be reclassified subsequently to profit or loss - -Remeasurements of post-employment benefit obligations - -
Total comprehensive loss attributable to: (2,283) (63,221) Owners of the Company (1,966) (61,768)
Non-controlling interests (317) (1,453)
4 ORCO PROPERTY GROUP | III. Condensed consolidated interim statement of financial position
III. Condensed consolidated interim statement of financial position
The accompanying notes form an integral part of this condensed consolidated interim financial information.
ASSETS 30 June 31 December
Note 2015 2014
NON-CURRENT ASSETS 349,556 344,630
Intangible assets - 38
Investment property 4 239,826 249,236
Property, plant and equipment 978 1,030 Fixtures and fittings 978 1,030
Equity method investments 5.4 4,073 35
Financial assets at fair value through profit or loss 5.1 599 2,627
Financial assets available-for-sale 5.2 96,118 86,995
Non-current loans and receivables 5.3 7,962 4,669
CURRENT ASSETS 18,901 28,089 Inventories 6 8,304 9,422 Trade receivables 4,060 2,362 Cash and cash equivalents 8 3,951 7,103 Other current financial assets 395 6,092 Other current non-financial assets 2,191 3,110
ASSETS HELD FOR SALE 7 8,824 1,395
TOTAL 377,281 374,114
EQUITY & LIABILITIES
30 June 31 December 2015 2014
EQUITY 203,733 206,016
Equity attributable to owners of the Company 14 203,544 205,510
Non-controlling interests 189 506
LIABILITIES 173,548 168,098 Non-current liabilities 120,020 138,795
Bonds 10.1 59,714 62,237 Other financial debts 10.2 52,632 65,252 Provisions and other long term liabilities 5,017 7,209 Deferred tax liabilities 2,657 4,097
Current liabilities 49,515 29,066 Current bonds 10.1 4,375 278Other financial debts 10.2 27,957 13,557 Trade payables 3,260 4,008 Advance payments 1,617 1,474 Derivative instruments 445 599Other current financial liabilities 4,429 4,414 Other current non-financial liabilities 7,432 4,736
LIABILITIES HELD FOR SALE 7 4,013 237
TOTAL 377,281 374,114
5 O
RCO
PROP
ERTY
GRO
UP | I
V. C
onde
nsed
cons
olida
ted in
terim
state
ment
of ch
ange
s in e
quity
IV. C
onde
nsed
cons
olid
ated
inte
rim st
atem
ent o
f cha
nges
in eq
uity
The
acco
mpan
ying
note
s for
m a
n int
egra
l par
t of t
his co
nden
sed
cons
olida
ted in
terim
finan
cial in
form
ation
.
Shar
eca
pita
lSh
are
prem
ium
Tran
slat
ion
rese
rve
Trea
sury
sh
ares
Oth
erre
serv
esEq
uity
attr
ibut
able
to o
wne
rsof
the
Com
pany
Non
-co
ntro
lling
inte
rest
s
Tota
l eq
uity
Bal
ance
at 3
1 D
ecem
ber 2
013
229,
015
647,
164
10,2
67(2
31)
(710
,306
)17
5,90
987
,208
263,
117
Com
preh
ensi
ve in
com
e:
Loss
for t
he p
erio
d
(63,
020)
(63,
020)
(1,4
66)
(64,
486)
O
ther
com
preh
ensi
ve in
com
e 1,
252
-
1,25
213
1,26
5
Tota
l com
preh
ensi
ve lo
ss
--
1,25
2-
(63,
020)
(61,
768)
(1,4
53)
(63,
221)
Cap
ital d
ecre
ase
of 8
Apr
il 20
14
(114
,507
)
114,
507
--
Cap
ital d
ecre
ase
of 2
8 M
ay 2
014
(103
,057
)
103,
057
--
Non
-con
trolli
ng in
tere
sts'
tran
sact
ions
(10,
250)
(10,
250)
46,2
5236
,002
D
econ
solid
atio
n of
sub
sidi
arie
s w
ith n
on-c
ontro
lling
inte
rest
s -
(146
,732
)(1
46,7
32)
Bal
ance
at 3
0 Ju
ne 2
014
11,4
5164
7,16
411
,519
(231
) (5
66,0
12)
103,
891
(14,
725)
89,1
66
Com
preh
ensi
ve in
com
e:
Loss
for t
he p
erio
d
39,4
0439
,404
(61)
39,3
43
Oth
er c
ompr
ehen
sive
inco
me
/ (ex
pens
e)
(2,8
33)
3,
958
1,12
5(8
35)
290
Tota
l com
preh
ensi
ve lo
ss
--
(2,8
33)
- 43
,362
40,5
29(8
96)
39,6
33
Cap
ital i
ncre
ase
of 1
0 N
ovem
ber 2
014
20,0
0039
,200
59,2
0059
,200
O
wn
equi
ty tr
ansa
ctio
ns
231
(187
)44
44N
on-c
ontro
lling
inte
rest
s' tr
ansa
ctio
ns
1,
846
1,84
6(1
,309
)53
7D
econ
solid
atio
n of
sub
sidi
arie
s w
ith n
on-c
ontro
lling
inte
rest
s -
17,4
3617
,436
B
alan
ce a
t 31
Dec
embe
r 201
4 31
,451
686,
364
8,68
6-
(520
,991
)20
5,51
050
620
6,01
6 C
ompr
ehen
sive
inco
me:
Lo
ss fo
r the
per
iod
(1
7,09
0)(1
7,09
0)(3
24)
(17,
414)
O
ther
com
preh
ensi
ve in
com
e 3,
348
11
,776
15,1
247
15,1
31
Tota
l com
preh
ensi
ve lo
ss
--
3,34
8-
(5,3
14)
(1,9
66)
(317
)(2
,283
) B
alan
ce a
t 30
June
201
5 31
,451
686,
364
12,0
34-
(526
,305
)20
3,54
418
920
3,73
3
6 ORCO PROPERTY GROUP | IV. Condensed consolidated interim statement of changes in equity
Definitions
Share Capital is the initial nominal (or par) value of the shares which the shareholders subscribed from the issuing company.
Share Premium is an excess amount received by the Company over the par value of its shares. This amount forms a part of the non-distributable reserves of the Company which usually can be used only for purposes specified under corporate legislation.
Translation Reserve includes exchange differences relating to the translation of the results and net assets of the group’s foreign operations from operational to the Group’s consolidation currency. Exchange differences previously accumulated in the translation reserve are reclassified to profit or loss on the disposal of the respective foreign assets and operations.
Treasury Shares are shares issued by the Company and controlled by itself. Treasury shares come from a repurchase or buyback from shareholders. These shares do not pay dividends, have suspended voting rights, and are not included in shares outstanding calculations.
Other Reserves are created from accumulated profits and losses and other equity operations, such as scope variations, variation of detention, or revaluation of assets. These reserves may be subject to the distribution of dividends.
Non-controlling interests are interests of the Group’s equity not attributable, directly or indirectly, to a parent. They belong to those shareholders who do not have a controlling interest in the Group.
ORCO PROPERTY GROUP | V. Condensed consolidated interim statement of cash flows 7
V. Condensed consolidated interim statement of cash flows
The accompanying notes form an integral part of this condensed consolidated interim financial information.30 June 30 June
2015 2014
OPERATING RESULT (11,196) (21,987)
Net (loss) from fair value adjustments on investment property 3/4 13,976 469
Amortization, impairments and provisions 3 (4,994) 10,978
Net result on disposal of assets 3 (73) (7)
Other non-cash transactions 1,505 -
Adjusted operating loss (782) (10,547)
Financial result (84) (1,217)
Income tax paid 79 (1,054)
Financial result and income taxes paid (5) (2,271)
Changes in operating assets and liabilities 1,095 (29,898)
NET CASH FROM /(USED IN) OPERATING ACTIVITIES 308 (42,716)
Capital expenditures and tangible assets acquisitions (752) (1,625)
Proceeds from sales of non-current tangible assets 73 45
Purchase of intangible assets - (13)
Purchase of financial assets - (7)
Loans granted to joint ventures and associates (60) -
Dividends received 542 -
Proceeds from disposal of subsidiary 472 -
Proceeds from disposal of financial assets - 57,119
Changes in the Group - (87,415)
NET CASH FROM INVESTING ACTIVITIES 275 (31,896)
Proceeds from capital increase in subsidiary by non-controlling interests - 36,000
Proceeds from borrowings 10.2 7,710 3,214
Net interest paid (1,981) (5,940)
Repayment of New Notes 10.1 (2,226) -
Repayments of borrowings 10.2 (3,914) (29,738)
Repayment interests on Safeguard bonds and New Notes 10.1 (2,588) (321)
NET CASH USED IN FINANCING ACTIVITIES (2,999) 3,215
NET (DECREASE) IN CASH (2,416) (71,397)
Cash and cash equivalents at the beginning of the year 7,103 88,669 Cash and cash equivalents at the beginning of the year of assets reclassified to assets held for sale (736) (8,671)
Exchange difference on cash and cash equivalents - (29)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 8 3,951 8,572
88 ORCO PROPERTY GROUP | General information
Selected notes to the condensed consolidated interim financial information
1 General information
ORCO PROPERTY GROUP, société anonyme (the “Company”) and its subsidiaries (together the “Group” or “OPG”) is a realestate group with a portfolio in Central and Eastern Europe. It is principally involved in the development of properties for its own portfolio or intended to be sold in the ordinary course of business and is also active in leasing investment properties under operating leases as well as in asset management.
The Company is a joint stock company incorporated for an unlimited term and registered in Luxembourg. The address of itsregistered office is 40, rue de la Vallée, L-2661 Luxembourg, Grand-Duchy of Luxembourg. The trade registry number of theCompany is B 44 996.
The Company’s shares are listed on the regulated markets of NYSE EuroNext Paris and the Warsaw Stock Exchange.
The condensed consolidated interim financial information has been approved for issue by the Board of Directors on 27 August 2015.
The structure of the shareholders as at 30 June 2015 is as follows:
Aspley Ventures Limited (entity associated with Mr. Pavel Spanko) 100 000 000 shares 31.80% voting rights
Fetumar Development Limited (entity associated with Mr. Jan Gerner) 100 000 000 shares 31.80% voting rights
Gamala Limited (entity associated with Mr. Radovan Vitek) 35 177 765 shares 11.19 % voting rights
Others 79 329 864 shares 25.21 % voting rights
Total 314 507 629 shares 100.00 % voting rights
As at 30 June 2015 the Board of Directors consists of the following directors:
Mr. Jiri Dedera
Mr. Edward Hughes
Mr. Pavel Spanko
Mr. Guy Wallier
1.1 Changes in the Group structure
Over the first half of 2015, the following changes occurred in the Group:
1.1.1 Acquisition of development project
In line with its new strategy focusing on development projects, the Company entered on 19 December 2014 into a EUR 5.7 million agreement concerning the development project located in Prague 10. The project comprises of approximately 33 thousand sqm of developable land. The Group already owns 31 thousand sqm of directly adjacent land. The completion was subject to certain corporate approvals on seller´s side, which were granted on 10 March 2015, thus the acquisition became effective. Following this acquisition the Group now owns an excellent developable land plot of approximately 64 thousand sqm with good location.
1.1.2 Liquidation of Orco Vagyonkezelo Kft.
Liquidation of Hungarian subsidiary Orco Vagyonkezelo Kft. has been ordered as of 25 June 2015. Consequently, the entity was deconsolidated from the Group.
ORCO PROPERTY GROUP | 9
2 Summary of significant accounting policies
2.1 Basis of preparation
The condensed consolidated interim financial information for the six months ended 30 June 2015 has been prepared in accordance with IAS 34, Interim Financial Reporting. It does not include all the information required for a complete set of IFRSfinancial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2014.
Going concern
In determining the appropriate basis of preparation of the consolidated financial information, the Board of Directors is requiredto consider whether the Group can continue in operational existence for the foreseeable future.
The Group recorded a net loss after tax of EUR 17.4 million for the 6 month period ended 30 June 2015 (EUR 64.5 million as at 30 June 2014) and has had a net operating cash inflow of EUR 0.3 million. Notwithstanding the loss incurred for the six month period, the Board of Directors is of the view that no material uncertainty towards going concern exists as at 30 June 2015 based on the following reasons:
- A significant part of the loss suffered in the first half of 2015 is attributable to the loss from revaluation of investment property that has no impact on the Group´s cash position.
- The Group had a cash and cash equivalents balance of EUR 3.9 million including restricted cash of EUR 1.8 million as at 30 June 2015.
- The Group has a stake of 4.82 % in CPI PROPERTY GROUP (“CPI PG”) as at 30 June 2015. The fair value of this stake as at 30 June 2015 equals to EUR 96.1 million (see Note 5.2). The Group has concluded a put option agreement with Mr. Vitek concerning a significant portion of the shares in CPI PG (approximately 41 % of the total shares held by the Group). The Group is entitled to request Mr. Vitek, the major shareholder of CPI PG, to purchase part of these shares for a defined price (EUR 31.0 million) and consequently to ensure the liquidity for satisfaction of the Group’s future liabilities.
Based on these facts, the Board of Directors considers the going concern basis of preparation to be appropriate for thecondensed consolidated interim financial information. Accordingly the condensed consolidated interim financial information as at 30 June 2015 has been prepared on the going concern basis that contemplates the continuity of regular business activities and realization of assets together with the settlement of liabilities in the ordinary course of business.
2.2 Accounting policies
The accounting policies have been consistently applied by the Group’s entities and are consistent with those applied by the Group for its 31 December 2014 consolidated financial statements, except for the determination of fair value of financial assetsavailable for sale. For this determination of fair value the Group applies the EPRA NAV of CPI PG as reported as at 31 March 2015, while as at 31 December 2014 the fair value was based on quoted market price, refer also to Note 5.2.
The application of the revised and new standards and interpretation applied as from 1 January 2015 are described below:
New and amended standards adopted by the Group in 2015
The Group adopted IFRIC 21 “Levies” in 2015 without impact on the consolidated accounts of the Group.
The Group refers to the endorsement status of the new IFRS standards and amendments to standards and interpretations as they are published by the European Union (http://ec.europa.eu/internal_market/accounting/ias/index_en.htm).
2.3 Critical accounting estimates and judgments
Estimates and judgments are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that present a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.
1010 ORCO PROPERTY GROUP | Summary of significant accounting policies
2.3.1 Properties fair value measurement and valuation process
The fair value of properties is based on the highest and best use of the assets as described by IFRS 13. It takes into account the use of the asset that is physically possible, legally permissible and financially feasible. On a general basis the current use of the asset has been considered as the highest and best use, but the possibility of a full redevelopment has been systematically tested and carefully evaluated.
The principal assumptions underlying management’s estimation of fair value are those related to: the potential use of the asset,the receipt of contractual rentals; expected future market rentals; void periods; maintenance requirements; and appropriate discount rates. The expected future market rentals are determined on the basis of current market rentals for similar propertiesin the same location and condition.
Valuation results are regularly compared to actual market yield data, actual transactions by the Group and those reported by the market.
2.3.1.1 Valuation update
After an internal assessment and analysis of changes in the market, the management of the Group has appointed an external appraiser to perform an independent valuation of the investment properties.
2.3.1.2 Main observable and non-observable inputs
The following table presents the main observable and non-observable inputs supporting the valuation of the portfolio. In some specific cases the valuation is supported by a letter of interest or specific circumstances related to ownership. In those casesthe carrying amount is different from the externally appraised value.
For a valuation of the Bubny property external valuer assumed in its valuation that change of master plan is in place. While theGroup expects change of master plan within reasonable period of time, it disagreed with the above assumption used by the external valuer and for the purposes of the property valuation as at 30 June 2015 concluded that estimated fair value as provided by external valuer already reflects uncertainties in change of master plan. Bubny property is consequently valued in these financial statements as at 30 June 2015 in amount of EUR 51.9 million. 30 June 2015
Per asset type Equivalent Yield Initial Yield Reversionary Yield
Min Max Min Max Min Max
Central Europe portfolio Rental 6.8% 11.5% 3.1% 7.9% 7.1% 14.4%
Central Europe portfolio Asset held for development 9.2% 15.0% 5.2% 16.9% 10.6% 18.8%
31 December 2014
Per asset type Equivalent Yield Initial Yield Reversionary Yield
Min Max Min Max Min Max
Central Europe portfolio Rental 7.0% 15.0% -2.2% 16.5% 7.4% 18.4%
Central Europe portfolio Asset held for development 9.4% 13.0% 4.7% 10.0% 10.7% 14.9%
The significant unobservable inputs used in fair value measurement categorized within level 3 of the fair value hierarchy of theGroup’s portfolios are:
- Equivalent Yield
- Estimated Rental Value (ERV) for rental asset or Gross Development Value (GDV) for development
- Capex for rental assets or Construction costs when the residual method is used
ORCO PROPERTY GROUP | Summary of significant accounting policies 11
Change of the valuation rates would have the following impact on the portfolio of rental assets valued by discounted cash flow valuation method and income capitalization: 30 June 2015
Figures in EUR million
Investment Properties Portfolio - Investment Properties Equivalent Yield
EY - 25 bps EY + 25 bps
Czech Republic 1.8 (1.7)
Hungary 0.1 (0.1)
Luxembourg 0.6 (0.6)
Poland 0.2 (0.2)
Total 2.7 (2.6)
EY : Equivalent Yield
31 December 2014
Figures in EUR million
Investment Properties Portfolio - Investment Properties Equivalent Yield
EY - 25 bps EY + 25 bps
Czech Republic 2.1 (2.1)
Hungary 0.2 (0.2)
Luxembourg 0.7 (0.7)
Poland 0.2 (0.3)
Total 3.3 (3.3)
EY : Equivalent Yield
Furthermore, significant increase (or decrease) of the GDV or ERV assumptions would result in isolation in a similar significantincrease (or decrease) of the fair value of the assets. Significant increase (or decrease) of costs or capital expenditures assumptions in isolation would result in a significantly lower (or higher) fair value measurement.
2.3.2 Fair value estimation
Fair value measurements of financial instruments reported at fair value are classified by level of the following measurement hierarchy:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
- Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, trading securities and financial assets at fair value through profit or loss) is based on quoted market prices at the reporting date. The fair value offinancial instruments that are not traded in an active market is determined by using valuation techniques. The Group is using a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rateswaps is calculated as the present value of the estimated future cash flows.
Valuations are performed regularly on the basis of the management best estimates of the credit risk the Group is exposed to or of the specific entity concerned in the light of existing, available and observable market data.
- For the derivatives (interest rate swaps), the valuation is provided by the Group’s banks;
- For the investment in “Residential” sub-fund of Endurance Real Estate Fund the fair value is based on the net asset value provided by the Fund manager;
- For CPI PG shares the fair value is determined by EPRA NAV per share (see Note 5.2).
1212 ORCO PROPERTY GROUP | Summary of significant accounting policies
Accounting classification and fair values
The following tables show the carrying amounts and fair value of financial assets and liabilities, including their level in the fair value hierarchy.
Carrying amount Fair value
30 June 2015 Financial
assets & liabilities
measured at fair value
Financial assets & liabilities
not measured
at fair value (*)
Level 1 Level 2 Level 3
Financial assets Investments in joint ventures - 4,073 - - 4,073
Equity method investments - 4,073
Investment in Endurance Fund 599 - - - 599Financial assets at fair value through profit or loss (**) 599 -
CPI PROPERTY GROUP shares (***) 96,118 - - - 96,118
Financial assets available-for-sale 96,118 -
Radio Free Europe deferred consideration 2,817 - - - 2,817
Loan granted to the Uniborc joint venture - 3,119 - - 3,119
Other - 2,026 - - -
Non-current loans and receivables 2,817 5,145
Trade receivables - 4,060 - - -
Other current financial assets - 395 - - -
Cash and cash equivalent - 3,951 - - -
Current financial assets - 8,406
Financial liabilities
New Notes - 59,714 - - 59,714
Financial debt (floating rate bank debts) - 44,265 - - 44,265
Financial debt (fixed rate bank debts) - 8,289 - - 8,289
Financial debt (other borrowings) - 78 - - 78
Long term liabilities - 1,225 - - 1,225
Non-current financial liabilities - 113,571
Safeguard Bonds - 4,375 - - 4,375
Financial debt (floating rate bank debts) - 17,856 - - 17,856
Financial debt (fixed rate bank debts) - 501 - - 501
Financial debt (other borrowings) - 9,600 - - 9,600
Derivative instruments 445 - - 445 -
Advanced payments - 1,617 - - -
Trade payables - 3,260 - - -
Other current financial liabilities - 4,429 - - -
Current financial liabilities 445 41,638
(*) It does not include fair value information for financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of the fair value. (**) Designated at fair value.(***) The transfer from Level 1 to Level 3 for financial assets available for sale is explained by the change of determination of the fair value of these quoted financial instruments. The Group applied transaction price based on the observable prices on the market. For the valuation as at 30 June 2015 the Group’s share is valued using EPRA NAV per share of CPI Property Group as at 31 March 2015.
ORCO PROPERTY GROUP | Summary of significant accounting policies 13
Carrying amount Fair value
31 December 2014 Financial
assets & liabilities
measured at fair value
Financial assets & liabilities
not measured
at fair value (*)
Level 1 Level 2 Level 3
Financial assets Investments in joint ventures - 35 - - 35
Equity method investments - 35
Investment in Endurance Fund 2,627 - - - 2,627
Financial assets at fair value through profit or loss (**) 2,627 -
Radio Free Europe deferred consideration 2,652 - - - 2,652
CPI PROPERTY GROUP shares 84,343 - 84,343 - -
Financial assets available-for-sale 86,995 -
Loan granted to the Uniborc joint venture - 4,162 - - 4,162
Other - 507 - - 507
Non-current loans and receivables - 4,669
Trade and other receivables - 2,362 - - 2,362
Other current financial assets - 6,092 - - 6,092
Cash and cash equivalent - 7,103 - 7,103 -
Current financial assets - 15,557
Financial liabilities New Notes - 60,229 - - 60,229
Safeguard Bonds - 2,008 - - 2,008
Financial debt (floating rate bank debts) - 56,640 - - 56,640
Financial debt (fixed rate bank debts) - 8,540 - - 8,540
Financial debt (other borrowings) - 72 - - 72
Long term liabilities - 1,306 1,306
Non-current financial liabilities - 128,795
Safeguard Bonds - 278 - - 278
Financial debt (floating rate bank debts) - 11,171 - - 11,171
Financial debt (fixed rate bank debts) - 496 - - 496
Financial debt (other borrowings) - 1,890 - - 1,890
Derivative instruments 599 - - 599 -
Advanced payments - 1,474 - - 1,474
Trade payables - 4,008 - - 4,008
Other financial current liabilities - 4,414 - - 4,414
Current financial liabilities 599 23,731
(*) It does not include fair value information for financial assets and liabilities not measured at fair value if the carrying amount is considered as a reasonable approximate of the fair value.
(**) Designated at fair value.
1414 ORCO PROPERTY GROUP | Segment reporting
3 Segment reporting
The Board of Directors is the responsible body making decisions for all acquisitions and disposals of projects. The Board assesses the performance of the operating segments based on a measure of adjusted earnings before interests, tax, depreciation and amortization (“adjusted EBITDA” as defined below).
Corporate expenses are allocated on the basis of the revenue realized by each activity.
Adjusted EBITDA is the recurring operational cash result calculated by deduction from the operating result of the non-cash and non-recurring items (Net gain or loss on fair value adjustments; Amortization, impairments and provisions; Net gain or losson the sale of abandoned developments; Net gain or loss on disposal of assets; Termination expenses) and the net results on sale of assets or subsidiaries.
The Group structure lies on two main activities to which the Board of Directors is allocating the investment capacity on the basis of the defined strategy. On one hand, the Group is investing in land bank or assets for development and effectively developing them once the project presented is satisfactorily approved by the Board of Directors. Once the asset is developed it can be either sold to a third party or kept in the Group own portfolio for value accretion. On the other hand, the Group is actively investing in and managing its own or third parties real estate assets for operational profitability and value appreciation. These two business lines are the segments by which the operations are analysed.
These two segments or business lines can be defined as the following:
- Development business line covers all real estate assets under construction or designated as a future development in order to be sold to a third party or to be transferred to the Property Investment Business line once completed;
- Property Investment business line covers all real estate assets operated (such as logistic parks) and rented out assets or that will be sold without any major refurbishment.
The level of indebtedness of each asset, which is to finance projects and operations, is decided by the Board of Directors above certain thresholds. The funds allocation after draw down is independent from the asset pledged or leveraged. Since the segmentation by business line of the finance debt based on the pledged project is not representative of operational cash allocation, this information is not disclosed as it is not relevant.
ORCO PROPERTY GROUP | Segment reporting 15
3.1 Segment Reporting - 30 June 2015
Profit or loss 30 June 2015
Development Property Investments
TOTAL
Revenue 1,342 5,988 7,330
Sale of goods 770 - 770 Rent 477 3,497 3,974 Hotels, Extended Stay & Restaurants - - -Services 94 2,492 2,586
Net (loss) from fair value adjustments on investment property (11,321) (2,655) (13,976) Cost of goods sold (853) (12) (865) Impairments - Allowance (447) (592) (1,039) Impairments - Write-Back 990 2,709 3,699 Amortization and provisions 280 2,054 2,334 Other operating results (1,465) (7,214) (8,679)
Operating Result (11,475) 279 (11,196)
Net loss from fair value adjustments on investment property 11,321 2,655 13,976 Impairments - Allowance 448 591 1,039 Impairments - Write-Back (990) (2,709) (3,699) Amortization and provisions (280) (2,054) (2,332) Termination expenses - - -Net result on disposal of assets - (73) (73)
Adjusted EBITDA (976) (1,311) (2,287)
Financial Result (10,742)
Share of profit or (loss) of entities accounted for using the equity method (942) 3,947 3,004
Loss before Income Tax (18,934)
Statement of financial position & Cash Flow 30 June 2015
Development Property Investments
TOTAL
Segment Assets 151,705 109,322 261,027
Investment Property 141,174 98,652 239,826 Property, plant and equipment - - -Inventories 8,304 - 8,304 Assets held for sale 2,145 6,679 8,824 Equity method investments 82 3,991 4,073
Unallocated assets 116,254 Total Assets 377,281
Segment Liabilities 38 3,975 4,013
Liabilities linked to assets held for sale 38 3,975 4,013
Unallocated liabilities 169,535 Total Liabilities 173,548
Cash flow elements 712 40 752
Capital expenditure 712 40 752
Direct Operating Expenses 30 June 2015
Development Property Investments
TOTAL
Direct operating expenses arising from investment property that : - generated rental income (828) (6,163) (6,991) - did not generated rental income (22) (47) (69)
1616 ORCO PROPERTY GROUP | Segment reporting
3.2 Segment Reporting - 30 June 2014
Profit or loss 30 June 2014
Development Property Investments
TOTAL
Revenue 8,080 8,725 16,805
Sale of goods 7,836 56 7,892 Rent 161 4,876 5,037 Hotels, Extended Stay & Restaurants - 1,040 1,040 Services 83 2,753 2,836
Net gain or (loss) from fair value adjustments on investment property 12 (481) (469) Cost of goods sold (6,435) (17) (6,452) Impairments – Allowance (1,853) (132) (1,985) Impairments - Write-Back 399 481 880 Amortization and provisions (3,242) (5,627) (8,869) Other operating results (11,296) (12,623) (23,919)
Operating Result (14,335) (9,673) (24,008)
Net gain or (loss) from fair value adjustments on investment property (12) 481 469 Impairments – Allowance 1,853 132 1,985 Impairments - Write-Back (399) (481) (880) Amortization and provisions 3,242 5,627 8,869 Net result on disposal of assets 5,919 6,385 12,304
- (9) (9)Adjusted EBITDA (3,732) 2,462 (1,270)
Financial Result (36,535)
(36,535)Share of profit or (loss) of entities accounted for using the equity method (116) (90) (206)
(206)Loss before Income Tax (60,749)
(60,749)
Statement of financial position & Cash Flow 31 December 2014
Development Property Investments
TOTAL
Segment Assets 154,503 105,585 260,088
Investment Property 143,676 105,560 249,236 Property, plant and equipment - - -Inventories 9,422 - 9,422 Assets held for sale 1,395 - 1,395 Equity method investments 10 25 35
Unallocated assets 114,026 Total Assets 374,114
Segment Liabilities 237 - 237
Liabilities held for sale 237 - 237
Unallocated liabilities 167,861 Total Liabilities 168,098
Cash flow elements 28 1,269 1,297
Capital expenditure 28 1,269 1,297
Direct Operating Expenses 31 December 2014
Development Property Investments
TOTAL
Direct operating expenses arising from investment property that: - generated rental income (4) (8,811) (8,815) - did not generated rental income (168) (47) (215)
ORCO PROPERTY GROUP | Investment property 17
4 Investment property
The main assumptions used to calculate the fair value of the properties are disclosed in note 2.3 of this condensed consolidatedinterim financial information.
Freehold buildings Extendedstay hotels
Land bank TOTAL
At 1 January 2014 678,120 10,922 21,510 710,552
Changes in the Group (570,650) - (7,981) (578,631)
Investments / acquisitions 1,119 - 28 1,147
Revaluation through income statement 433 463 1,177 2,073
Transfer from inventories - - 64,850 64,850
Acquisition of group of assets - - 66,072 66,072
Transfers to/from asset held for sale - (11,375) (1,387) (12,762)
Translation differences (3,461) (10) (594) (4,065)
At 31 December 2014 105,561 - 143,675 249,236
Investments / acquisitions 40 - 712 752
Revaluation through income statement (2,646) - (11,330) (13,976)
Acquisition of group of assets - - 5,568 5, 568
Transfers to/from asset held for sale (5,652) - (65) (5,717)
Translation differences 1,349 - 2,614 3,963
At 30 June 2015 98,652 - 141,174 239,826
In 2015
7 investment properties with a net book value of EUR 167.2 million located in special purpose entities (SPV) have been pledged as a security for bank loans amounting to EUR 71 million.
a) Revaluation through the income statement Freeholdbuildings
Land bank TOTAL
Czech Republic 974 (10,923) (9,949)
Poland (1,120) - (1,120)
Croatia - (407) (407)
Hungary (2,660) - (2,660)
Luxembourg 160 - 160
At 30 June 2015 (2,646) (11,330) (13,976)
The movements in fair value of the assets are related to the land bank and freehold buildings:
- In the Czech Republic, the fair value decreased for Bubny (EUR -13 million) and increased for Zbrojovka Brno (EUR 6 million);
- In Hungary, the decrease is mainly attributable to the freehold building Váci 188 (EUR 2 million);
- In Poland, the fair value decreased for Marki (EUR 1.1 million).
1818 ORCO PROPERTY GROUP | Investment property
b) Acquisition of Group assets
In the first half of 2015, the Group entered into an agreement concerning the development project located in Prague 10. The project comprises of approximately 33 thousand sqm of developable land. The completion was subject to certain corporate approvals on seller´s side, which were granted on 10 March 2015, thus the acquisition became effective. The purchase price for transfer of shares and receivables was EUR 5.7 million.
c) Transfer to assets held for sale
One land bank Istria plot in Croatia and property Marki in Poland were transferred to assets held-for-sale in the expectation oftheir sale after the end of reporting period.
In 2014
8 investment properties with a net book value of EUR 178.7 million located in special purpose entities have been pledged as a security for bank loans amounting to EUR 76.9 million. The number of pledged assets decreased as a result of the loss of control over CPI PG and deconsolidation of three Hungarian assets and two investment properties within the Suncani Hvar portfolio.
a) Changes in the Group
As a result of the loss of control referred to above, freehold buildings in the amount of EUR 570.7 million and land bank of EUR4.9 million were derecognized from the consolidated balance sheet. The book value of deconsolidated freehold buildings and land plots in CPI PG amounts to EUR 533.2 million and the value of Hungarian assets at the date of derecognition was EUR 41.4 million. Furthermore, one land bank in Poland in the book value of EUR 3.1 million was deconsolidated as a result of the bankruptcy.
b) Investments / Acquisitions
In the first quarter of 2014 (when still contributing to OPG results), CPI PG has invested EUR 0.6 million into refurbishment of buildings in the mixed retail and office portfolio in Berlin. CPI PG has also acquired an asset in Berlin (Voltastraße 29, 30) for EUR 0.4 million.
c) Revaluation through the income statement Freeholdbuildings
Extendedstay hotels
Land bank TOTAL
Czech Republic 1,011 463 1,177 2,651
Poland (1,269) - - (1,269)
Hungary 2,131 - - 2,131
Luxembourg (1,440) - - (1,440)
Total for 2014 433 463 1,177 2,073
The main movements in fair value of the assets related to the freehold buildings are:
- In the Czech Republic, the fair value decreased for Bubenská (EUR -0.5 million) and went up for Hrad anská(EUR 0.4 million) and Na Po í í (EUR 0.9 million);
- In Poland, the market value of Diana Office went down by EUR 0.2 million. Also, the value of logistic park Marki decreased by EUR 1.1 million;
- In Hungary, the increase relates to the freehold buildings Váci 188 (EUR 1.5 million) and Váci 199 (EUR 0.6 million)
- In Luxembourg, the value of Capellen office building decreased by EUR 1.4 million.
The value of Pachtuv Palace hotel was adjusted by EUR 0.5 million to its fair value prior to the reclassification to held for sale (see below).
The improvement of the value of land bank in the Czech Republic is mainly attributable to Praga – an increase by EUR 1.1 million.
d) Acquisition of group of assets
Following its amended strategy aiming at development projects, the Group acquired four projects in the Czech Republic inNovember 2014 – STRM portfolio. The entities were acquired in a portfolio transaction for total consideration ofEUR 44.0 million and include freehold land with potential for development of residential, office, hospitality and retail premises.
ORCO PROPERTY GROUP | Non-Current Financial assets 19
Since the Group did not decide about the form of development of the land bank yet and the final use of the plots is consideredto remain uncertain, the acquired project real estate assets were classified as investment properties and recognized in theamount of EUR 45.7 million in the consolidated balance sheet.
Further transaction occurred in December 2014, when the Group purchased a brownfield located in Brno, Czech Republic, with an area of 22.5 hectares. The transaction was structured as a share deal and the transaction price for net assets of the SPV amounts to EUR 13.95 million. In accordance with the Group policy and due to the fact that decision regarding final use of the land bank plots has not been taken yet, the freehold land was classified as land bank in investment properties. The valueof the real estate assets acquired in the transaction is EUR 20.3 million.
e) Transfers
Transfer from inventories
At the end of 2014, the Group changed the classification of the Bubny plot, which was transferred from Inventories intoInvestment property in the amount of EUR 64.85 million.
Transfer to assets held for sale
In the first half of 2014, the Group reached an agreement with former management regarding compensation for their dismissal from managerial functions. The Pachtuv Palace hotel in Prague forms part of the compensation in-kind of the former management’s indemnity package. Prior to completion of the handover, the hotel was transferred to held-for-sale category.
Two land banks (Rubeška and Na Františku) were transferred to held-for-sale in the expectation of their sale after the end of reporting period.
5 Non-Current Financial assets
5.1 Financial assets at fair value through Profit or Loss
This balance sheet line includes the following financial assets:
- The fair value of the investments in the “Residential” Sub-funds of Endurance Real Estate Fund amounts to EUR 0.6 million as at 30 June 2015 (EUR 2.6 million as at 31 December 2014). The Endurance Real Estate Fund is managed by the Group (refer to Note 16). The fair value of the fund units is based on the net asset value as provided by the fund manager in its report.
The fund manager took the decision not to extend its initial maturity (the liquidation started on the 29 March 2013) and the liquidation should be finalized during 2015.
5.2 Available-for-sale financial assets
This balance sheet line represents the Group’s share of CPI PROPERTY GROUP:
- In 2014, the Group lost control over CPI PG (at that time Orco Germany). As a result of the change in control and dilution of the participation interest, the shares of CPI PG are classified as financial assets available-for-sale.
In determining the fair value of these quoted financial instruments the Group used transaction price based on the observable prices on the market. For the preparation of the condensed consolidated interim financial information as at 30 June 2015 the method of the fair value determination has been modified.
The primary reason for the change in the valuation technique represents Group‘s management assessment of the market that is considered as not active and with low liquidity. This assessment required of different valuation technique for example use of recent arm’s length transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants.
For the valuation as at 30 June 2015 the Group’s share is valued using EPRA NAV per share of CPI PG as at 31 March 2015. The EPRA NAV published by CPI PG was 0.604 EUR per share as at 31 March 2015.
5.3 Non-current loans and receivables
The “Non-current loans and receivables” mainly include:
- The loan granted to the company Uniborc amounts to EUR 3.1 million in 2015 (EUR 4.1 million in 2014). This joint venture with Unibail, started in April 2013, is mainly financed through an equity loan provided by both partners in the same proportion as their respective shareholdings.
2020 ORCO PROPERTY GROUP | Inventories
- Receivable amounting to EUR 2.8 million related to Radio Free Europe / Hagibor office building deferred consideration.
5.4 Equity method investments
As of June 2015, the Group is involved in the following joint ventures and associates recognized under the equity method:
- The Kosik JV (Kosic Sarl & SV Faze II s.r.o) recognized at EUR 0.1 million as of 30 June 2015;
- As at 30 June 2015 the Group holds 31.61% stake in Suncani Hvar. Due to uncertainties regarding the going concern as of 31 December 2014 the Group’s share was recognized in zero value. The progress in pre-bankruptcy reorganization was achieved during the reporting period which mitigated the uncertainty. The Group’s share on the equity is valued at EUR 4 million as at 30 June 2015. The gain from the revaluation is recognized in statement of comprehensive income as share of profit or loss of entities accounted for using the equity method in the amount EUR 4.0 million.
6 Inventories June 2015 December 2014
Opening Balance 9,422 114,720
Impairments - Allowance (315) (1,770)
Impairments - Write-Back 945 53
Transfer to held for sale (1,193) (30,195)
Transfer to investment properties - (64,850)
Translation differences 156 (1,116)
Net increase in inventories 154 5,287
Cost of goods sold (865) (9,340)
Changes in the group - (3,367)
Closing Balance 8,304 9,422
In 2015
In the first half of 2015, the non-residential unit of the former cinema located at Mostecká, Prague 1, is intended for sale incarrying value EUR 1.2 million. The inventories related to this projects were transferred to assets held for sale as at 30 June2015 (see Note 7).
Increase in inventories represents development costs related mainly to capitalization of expenses and development investments.
Significant part of the costs of sold units is attributable to the Prague residential project Benice 1 (EUR 0.6 million) where almost 94 % of family houses were delivered by the end of June. Over the first half of 2015, the units were sold at another Prague project V Meziho í with a book value of EUR 0.2 million and Klonowa Aleja in Poland for EUR 0.1 million.
In 2014
No project assets located in special purpose entities have been pledged as a security for bank loans.
In 2014, an impairment charge has been recognized for Bubny plot in the amount of EUR 1.5 million based on an updatedannual valuation.
In March 2014, the Board of Directors decided to sell the project Zlota 44 in Warsaw as is. After meeting the IFRS definition,the inventories related to Zlota 44 project were transferred to assets held for sale as at 30 June 2014 in the amount of EUR 30.2 million. On 27 August 2014, the Group disposed of its stake in the project.
Increase in inventories represents development costs related mainly to capitalization of expenses and developmentinvestments.
ORCO PROPERTY GROUP | Assets and liabilities classified as held for sale 21
Following some uncertainties regarding the future development of the Bubny area in Prague, the Group has reviewed theclassification of this project. Due to the fact that the master plan has not been approved yet and there exists the uncertaintyabout the length of time to obtain the relevant permits and future use of the plot, the plot was transferred from inventories toinvestment properties as of the year end 2014 in the amount of EUR 64.9 million. The plot development has been suspendedand the development plans have been deferred. The Group continues to hold the property awaiting the change of the master plan and the plot is held for capital appreciation.
Significant part of the costs of sold units is attributable to the Prague residential project V Meziho í (EUR 3.5 million) wherealmost all apartments were delivered by the end of December. Family houses at costs of EUR 2.3 million were sold in Benicenear Prague. Over the year 2014, last remaining units were sold at another Prague project Mostecká with a book value of EUR1.3 million and Koliba in Bratislava (EUR 0.8 million).
The amount of Cost of goods sold does not reconcile with the amount presented in the income statement due to the fact thatthe cost of goods in the income statement include costs related to disposal of Zlota 44 project in the amount of EUR 50.0 million.
The line Changes in the group mainly represents deconsolidation of the CPI PG residential project Naunynstraße.
7 Assets and liabilities classified as held for sale Assets held for sale June December
2015 2014
Opening Balance 1,395 29,116
Transfers to 7,974 45,957
Translation differences (63) (1,310)
Transfer of ownership / Asset sales (482) (72,368)
Closing Balance 8,824 1,395
Liabilities held for sale June December2015 2014
Opening Balance 237 27,722
Accrued interest - (207)
Transfers to 4,013 80,470
Translation differences (235) 235
Transfer of ownership (2) (107,984)
Closing Balance 4,013 237
“Transfers to” assets classified under Held for sale (AHS): both of the initial transfer of asset at fair value and the subsequentchanges in fair value are disclosed and detailed in Investment Property (note 4). Subsequent changes in fair value are presented under the line “Revaluation through income statement” and then transferred in AHS using the line “Transfers to/from asset held for sale”.
In 2015
During the first half of 2015, the significant portion of the changes in the assets and liabilities held for sale related to the Marki property in Poland were classified as held for sale (assets EUR 6.7 million, liabilities EUR 4.0 million).
On 6 February 2015 the Group finalized the disposal of the development project Na Františku, Ostrava – Slezská, Czech Republic. This transaction is reported in line Transfer of ownership/Asset sales (EUR 0.5 million).
In 2014
During 2014, the Group sold 4 assets classified as held for sale:
- Zlota project (Poland): in March 2014, Board of Directors decided to sell Zlota project as is. After meeting criteria set by IFRS, all assets and liabilities related to this project were reclassified as held for sale. Total assets classified as held for sale amount to EUR 31.4 million and are presented on line “Transfers to”. Total liabilities classified as held
2222 ORCO PROPERTY GROUP | Non-controlling interest transactions
for sale amounted to EUR 74.6 million are presented on line line “Transfers to” in table “Liabilities linked to assets held for sale”. The disposal of Zlota project is then presented on line “Transfer of ownership / Assets sale”.
- Hlubo ky (Czech Republic) and Dunaj (Slovakia) projects, classified as held for sale in 2013, were sold in June 2014 as part of a portfolio debt restructuring transaction with Crédit Agricole Corporate and Investment Bank, which concerned three assets that used to be cross collateralized: two in the Czech Republic (Bubenska, Hlubo ky) and one in Slovakia (Dunaj department stores). As a result of this transaction, the Group transferred the ownership of Hlubo ky and Dunaj, together with related debt to a fully owned subsidiary of Crédit Agricole CIB. In return, the Group retained the ownership of Bubenska 1 with leverage decreased to EUR 9.0 million with extended debt maturity to June 2017. This transaction does not have any major impact to financial result of the Group, as fair value of transferred assets was adjusted as at 31 December 2013 according to the value agreed for the purposes of expected transaction. Impact to assets classified as held for sale is reported in this note on line “Transfer of ownership” – total assets amounting to EUR 24.7 million, total liabilities amounting to EUR 17.3 million.
- Pacht v Palác: In addition, the Group reached an agreement with the former management regarding compensation for their dismissal from the managerial functions. In line with that, Pachtuv Palace hotel in Prague – part of this compensation - was transferred to assets held for sale and reported on line “Transfers to” (assets amounting to EUR 12.2 million, liabilities EUR 5.6 million). After completion of the transfer administration procedure, Pacht v Palác was deconsolidated and is reported on line “Transfer of ownership / asset sales” – assets amounting to EUR 12.0 million, liabilities EUR 6.2 million.
The Group received an offer to sell the receivable for deferred consideration on the sale of Molcom. After repayment of EUR 0.6 million and impairment of EUR 35.2 million (no accrual of interests in 2014 or 2013), the fair value of the receivable was EUR 1.0 million in 2014 (EUR 0.9 million in 2013). The receivable was reclassified from financial assets to assets held forsale as at 30 June 2014 in value of EUR 1.0 million. The receivable and the related security rights were sold on 2 July 2014 for the amount of EUR 1.0 million.
After the rejection by the financing bank of the Group’s offer to purchase the loan provided by the bank towards Szczecin Project sp. z o.o., the entity has been removed from the consolidation scope. According to this, all assets and liabilities related to the project Szczecin were deconsolidated and are presented on lines “Transfer of ownership” – assets in the amount of EUR 4.4 million, liabilities in the amount of EUR 10.4 million as at 31 December 2014.
In October 2014, the Board of Directors agreed to dispose of two non-strategic projects in the Czech Republic, namely Rubeška, located in Prague 9 and Na Františku, located in Ostrava - Slezka. All assets and liabilities related to these two projects were classified as held for sale. Total assets amount to EUR 1.4 million and total liabilities amount to EUR 0.2 million as at the end of December 2014.
8 Cash and cash equivalents
As at 30 June 2015, cash and cash equivalents consist of cash in bank for EUR 3.9 million (EUR 7.1 million in December 2014) and cash in hand for EUR 17 thousand (EUR 9 thousand in December 2014). There were short-term deposits for EUR 28 thousand in December 2014, but none reported in June 2015.
The cash in bank includes restricted cash for EUR 1.8 million in 2015 (EUR 2.5 million as of December 2014) representing:
- Cash deposited in accounts reserved as collateral for development projects and lifted after sales of units for EUR 0.1 million (EUR 0.1 million as of 31 December 2014);
- Cash deposited in accounts reserved as collateral for loans related to property for EUR 1.7 million (EUR 2.4 million as of 31 December 2014).
9 Non-controlling interest transactions
In 2015
The only non-controlling interest recognized as of June 2015 is related to the Czech entity holding land bank project Doupovska.
ORCO PROPERTY GROUP | Non-controlling interest transactions 23
In 2014
Deconsolidation and disposal of CPI PG shares
On 3 March 2014, CPI PG resolved to raise EUR 36.0 million in a reserved capital increase in favor of Stationway Properties Limited (“Stationway”), an entity affiliated with Jean-François Ott. Stationway subscribed 76,600,000 new shares which were issued on 5 March 2014. The total number of shares comprising the share capital of CPI PG as well as the number of voting rights was 421,256,445 shares as of 5 March 2014. This capital increase results from the 29 November 2013 decision of the CPI PG’s Board of Directors to raise up to EUR 100 million pursuant to the authorization granted by shareholders during the extraordinary meeting of 26 April 2012.
As a result of the capital increase by Stationway without participation of OPG, the Group’s shareholding interest was diluted to47.85% represented by 201,571,194 shares and the equity attributable to the owners of the Company decreased by EUR 10.3 million. Consequently, the amount of non-controlling interests increased by EUR 46.3 million.
On 18 March 2014, CPI PG’s Board of Directors decided to implement changes in the management structure and to terminate the executive contracts of Jean-François Ott, Nicolas Tommasini and Brad Taylor, Group representatives in the management of CPI PG. The Group and the former management agreed on 27 March 2014 on a settlement and mutual general release agreement by which the Group settled all the existing and potential future obligations and claims arising from the termination.
As a consequence of the dilution of participation and the removal of the Group’s representatives from the management of CPI PG, the Company lost control over CPI PG and its subsidiaries. As at the date of loss of control, assets, liabilities and non-controlling interest attributable to the CPI PG were derecognized from the consolidated statement of financial position and theremaining shares were recognized at their fair value in the category financial asset available-for-sale. The fair value of the retained interest was determined based on the market price at closing as at the date of losing control (EUR 0.53 per share) multiplied by the total number of CPI PG shares held by OPG. In the opinion of the Group management, the market price represented the best indicator of the fair value. The deconsolidation and recognition of financial assets available for sale measured at fair value, as described above, resulted in a loss of EUR 34.8 million recorded in 2014 income statement. The non-controlling interests in the former subsidiaries have been derecognized in the carrying amount of EUR 152.8 million. The change in non-controlling interests is presented as an impact of deconsolidation of subsidiaries in the statement of changes inequity.
In order to meet the liquidity requirements, in particular to finance the acquisition of PEKAO receivable related to Zlota project, the Company entered on 28 April 2014 into an agreement to dispose of 108,395,743 shares it held in CPI PG for a total purchase price of EUR 55.0 million. The completion of the disposal of the shares was subject to certain conditions, including the approval of the Paris Commercial Court. The court approved the disposal of the shares on 2 June 2014. Following this disposal the shareholding of the Group in CPI PG decreased from 201,571,194 shares to 93,175,451 shares equal to 20.53% of the voting rights at the time of disposal.
The disposal of the CPI PG shares under distressed conditions but at market price gave rise to an accounting loss of EUR 2.9 million.
Disposal of Suncani Hvar shares
On 11 June 2014, Company entered into a transaction concerning partial disposal of its stake held in Suncani Hvar d.d. (SHH). OPG disposed of 2,080,000 shares corresponding to 24.94% of the voting rights. After the disposal, the Company holds 2,636,734 SHH shares equal to 31.61% of the voting rights. Together with the shares, the Company transferred to the buyer shareholder receivables from SHH. The shares and receivables were sold at an aggregate purchase price of EUR 2.1 million.
After having recognized impairments in 2013 in relation to SHH as a result of the uncertainty regarding the going concern of the activities, the disposal of SHH shares and receivables resulted in an accounting gain of EUR 0.5 million.
Since the shareholding interest in SHH was reduced below 50% and, consequently, the Company lost control over SHH activities, related assets and liabilities were deconsolidated from the Group statement of financial position, including the non-controlling interest share in negative net assets of EUR 6.1 million.
Nevertheless, the Group continues to have a significant influence and as at 31 December 2014, the retained investment in SHH is classified as an investment in associate and accounted for under the equity method.
Increase of ownership interest in Praga and Benice
In September 2014, the Group signed an agreement regarding purchase of the 25% non-controlling interest in two SPVs holding projects in Benice and Praga (Jihovychodni Mesto, a.s and Orco Praga, s.r.o. respectively). The acquisition resulted in an increase of equity attributable to the owners of the Company by EUR 1.9 million. Non-controlling interests in the amount of EUR 1.3 million has been derecognized.
2424 ORCO PROPERTY GROUP | Financial debts
Other changes in non-controlling interest
As a result of other transactions described in the note 1.1 of the Consolidated financial statements as at 31 December 2014, non-controlling interests share in negative net asset value related to the following projects or group of assets has been derecognized from the consolidated statement of financial position:
- Hospitality portfolio in the amount of EUR 10.6 million;
- Zlota 44 in the amount of EUR 5.6 million;
- Szczecin in the amount of EUR 1.2 million.
10 Financial debts
10.1 BondsNon-current bonds Non-convertible
bonds and New Notes
Balance at 1 January 2014 64,992 Interest on Safeguard Bonds 439
Interest on New Notes 11,104
Transfer from long term to short term on Safeguard Bonds (278)
Transfer from long term to short term on New Notes -
Transfer of accrued interest on New Notes (4,097)
Repayment on New Notes (13,156)
Changes in the Group (43)
Loss on restatement of New Notes 3,276
Balance at 31 December 2014 62,237 Interest on Safeguard Bonds 232
Interest on New Notes 3,636
Transfer from long term to short term on Safeguard Bonds (2,239)
Transfer from long term to short term on New Notes -
Transfer of accrued interest on New Notes (2,157)
Repayment on New Notes (2,226)
Loss on restatement of New Notes 231
Balance at 30 June 2015 59,714
Current bonds Non-convertible bonds and
New Notes
Balance at 1 January 2014 321 Repayment interests on Safeguard Bonds (321)
Transfer from long term to short term on Safeguard Bonds 278
Balance at 31 December 2014 278 Repayment interests on Safeguard Bonds (278)
Transfer from long term to short term on Safeguard Bonds 2,239
Adjustment made on Safeguard bonds 2,136
Balance at 30 June 2015 4,375
In 2015
On 19 June 2015, the Management of the Company filed a request to modify its Safeguard Plan pronounced on 25 March 2009 with the Paris Commercial Court to an early termination of its Safeguard Plan. The Paris Commercial Court decided on 19 August 2015 to amend the Safeguard Plan. Following the court's decision, within fifteen days as of the pronouncement of the judgement, the Company is obliged to pay to the Safeguard Plan administrator liabilities that are subject to and due under
ORCO PROPERTY GROUP | Financial debts 25
the Safeguard Plan (including Safeguard Bonds debt). The Safeguard Plan administrator shall proceed with the distribution of the funds received from the Company, after the court's decision becomes final.
As of 30 June 2015, Safeguard Bonds book value was amounting to EUR 2.2 million and was entirely transferred from long term to short term. The Company adjusted Bonds book value by EUR 2.1 million to reflect the nominal value admitted by Court to be paid to Bondholders.
As of 30 June 2015, non-current balance is composed of actuarial value of New Notes.
In 2014
A general meeting of the holders of the New Notes (registered under ISIN code XS0820547742) was held on 9 October 2014 in Luxembourg. At the meeting the holders of the New Notes approved certain amendments to the terms and conditions of the New Notes, which have become effective after its acceptance by the Company on 7 November 2014.
The amendments include, inter alia, the decrease of the interest rate applicable to the New Notes to 7% per annum, the extension of the maturity to five years, the implementation of the guarantee by CPI PG for 3% per annum fee, and the change of the law governing the New Notes from Luxembourg law to English law. The repayment terms were changed to one–off bullet payment at the maturity date as opposed to the previously applicable amortization payments (25% of the principal amount of the New Notes due on 28 February 2015, 2016 and 2017 with the remaining outstanding principal amount due on the maturity date of 28 February 2018).
As a result of the amendment and the fact of the substantial change of the quantitative and qualitative characteristics of the Note liability, the liabilities from the New Notes under original conditions were derecognised and liabilities from New Notes under amended conditions were recognised which resulted in an accounting loss of EUR 3.3 million.
In August 2014, the Company repaid EUR 0.4 million as part of the cash sweep following the partial disposal of logistic park St íbro. In addition, on 14 November 2014 the Company proceeded with “Mandatory Prepayment on Zlota Disposal” under the terms and conditions of the New Notes in the amount of EUR 12.8 million.
The transfer from long term to short term corresponds to the interest on Safeguard Bonds to be paid in April 2015 in accordancewith the repayment schedule of the Safeguard plan.
10.2 Bank loans and other borrowings Non-current loans and borrowings Bank loan Other non-
current borrowings
Total
Balance at 1 January 2014 295,130 174 295,304 Issue of new loans and drawdowns 2,908 341 3,249
Acquisition of group assets 6,235 - 6,235
Repayments of loans - (36) (36)
Changes in the Group (250,243) (94) (250,337)
Transfers to Liabilities held for sale (4,821) - (4,821)
Other transfers 16,538 (283) 16,255
Translation differences (569) (28) (597)
Balance at 31 December 2014 65,178 74 65,252 Issue of new loans and drawdowns - - -
Repayments of loans - - -
Other transfers (13,348) 4 (13,344)
Translation differences 724 - 724
Balance at 30 June 2015 52,554 78 52,632
In 2015
During the first six months of 2015, the other transfers relate to transfers from long-term to short-term part of bank loans financing projects Hrad anská (EUR 9.8 million), Bubenská (EUR 1.9 milion), Capellen (EUR 0.5 million) and Na Po í í(EUR 0.5 million).
2626 ORCO PROPERTY GROUP | Financial debts
In 2014
Issue of new bank loans fully corresponds to Solar project in Germany before its deconsolidation.
Acquisitions amounting to EUR 6.2 million is long term part of bank loan related to development project in Brno, acquired by the Group in December 2014.
As a result of loss of control the Group excluded from the consolidation following subsidiary with impact shown on the row Changes in the Group:
- CPI PG with bank loans amounting to EUR 250.4 million including the loan related to the Solar project.
The transfers to Liabilities linked to assets held for sale are wholly related to Pachtuv Palac which is part of the settlement in kind agreed with the former management, refer to comment for Current loans and borrowings below.
The Other transfers are mainly explained as following:
- Transfer from short-term part to long-term related to the bank loans financing Capellen (EUR +15.1 million), Diana (EUR +2.0 million) and Bubenska (EUR +6.0 million) after successful renegotiation process with the bank;
- Current part of the non-current bank loans (EUR -6.4 million).
Other non-current borrowings are mainly loans from related parties.
Current loans and borrowings Long-term Debt - current part
Other current borrowings
Bank loans and Other
borrowings linked to
Liabilities held for sale
Total
Balance at 1 January 2014 273,008 33 22,924 295,965 Issue of new loans and drawdowns 306 3,464 - 3,770
Acquisition of group assets 328 - - 328
Repayments of loans (40,494) (2,666) (51,569) (94,729)
Repayments of loans upon sales - - (16,176) (16,176)
Changes in the Group (128,492) (22,921) (12,041) (163,454)
Transfers to Liabilities held for sale (52,041) - 56,862 4,821
Other transfers (39,965) 23,710 - (16,255)
Translation differences (982) 269 - (713)
Balance at 31 December 2014 11,668 1,889 - 13,557 Issue of new loans and drawdowns - 7,624 - 7,624
Repayments of loans (3,914) - - (3,914)
Transfers to Liabilities held for sale (2,975) - - (2,975)
Other transfers 13,348 86 - 13,434
Translation differences 231 - - 231
Balance at 30 June 2015 18,358 9,599 - 27,957
In 2015
Additional increase of short-term loan provided by CPI PG to the Group is reported in Other current borrowings in amount of EUR 7.6 million. Total outstanding balance of this short-term loan is EUR 9.6 million, compared to EUR 1.9 million as of December 2014.
Repayments of bank loans of EUR 3.9 million relate mainly to Bubenská (EUR 1.8 million), Na Po í í (EUR 0.5 million), Capellen (EUR 0.5 million), Hrad anská (EUR 0.4 million) and Zbrojovka Brno (EUR 0.3 million).
Transfers to Liabilities held for sale relate to project Marki, which was reclassified as held for sale during the first half of 2015.
Other transfers in amount of EUR 13.3 million are explained as transfers from long-term part of bank loans to short-term part and relate to Hrad anská (EUR 9.8 million), Bubenská (EUR 1.9 milion), Capellen (EUR 0.5 million) and Na Po í í(EUR 0.5 million).
ORCO PROPERTY GROUP | Financial debts 27
In 2014
Issue of new loans and drawdowns related to Other current borrowings is mainly composed of short-term loan provided by CPI PG to the Group.
The repayments of bank loans are mainly related to Suncani Hvar (EUR 11.5 million), Bubenska (EUR 9.7 million), Zlota 44 (EUR 8.2 million), Capellen (EUR 2.8 million) and Na Porici (EUR 3.8 million). The repayments of bank loans upon sales are related to successful debt restructuring of Bubenska, Hlubocky and Dunaj assets. As a result of the transaction, the Group has transferred the ownership of share interests in entities Hlubocky and Dunaj to the bank.
As a result of loss of control the Group excluded from the consolidation following subsidiaries and related projects with impactshown on row Changes in the Group:
- CPI PG with bank loans amounting to EUR 33.9 million;
- Hungarian assets with bank loans amounting to EUR 64.4 million;
- Suncani Hvar with bank loans amounting to EUR 21.1 million and other borrowings amounting to EUR 22.9 million.
- Project Krakow with loans amounting to EUR 4.4 million;
- Loans related to hospitality portfolio in the amount of EUR 4.9 million;
- Project Szczecin with loans amounting to EUR 6.5 million and Pacht v Palác with bank loan amounting to EUR 5.5 million, which were classified as held for sale.
The transfers to Liabilities held for sale are related to Pachtuv Palace which is part of the settlement in kind agreed with theformer management (EUR 5.5 million) and to Zlota 44 project (EUR 51.5 million). In April 2014 the Group decided to acquire the loan receivables and collateral related to the Zlota 44 project from Pekao bank. The agreed price was partly repaid from cash blocked in the SPV related to Zlota 44 project and the remaining part of EUR 51.4 million has been deposited on escrow account till the transfer of pledges from Pekao bank to the Group in July 2014.
During 2014, the other transfers of bank loans and other current borrowings are mainly explained as following:
- Transfer from short-term part of bank loans to long-term related to the loans financing Capellen (EUR -15.6 million), Diana (EUR -2.0 million) and Bubenska (EUR -6.0 million) after successful renegotiation process with bank;
- Transfer from short-term part of bank loans to Other current borrowings related to Suncani Hvar (EUR -22.6 million);
- Current part of the non-current loans (EUR +6.4 million).
Other current borrowings are loans from related parties.
2828 ORCO PROPERTY GROUP | Financial debts
10.3 Maturity of borrowings
In 2015 At 30 June 2015 Less than one
year 1 to 3 years 3 to 5 years More than 5
years Total
Bonds - - 59,714 - 59,714 Financial debts - 34,042 5,293 13,297 52,632 Bank loans - 33,964 5,293 13,297 52,554
Bank loans fixed rate - 1,103 1,226 5,960 8,289
Bank loans floating rate - 32,861 4,067 7,337 44,265
Other non-current borrowings - 78 - - 78
Sub-total - Non current - 34,042 65,007 13,297 112,346 Current bonds 4,375 - - - 4,375 Financial debts 27,957 - - - 27,957 Bank loans - current part 18,357 - - - 18,357
Bank loans fixed rate 501 - - - 501
Bank loans floating rate 17,856 - - - 17,856
Other current borrowings 9,600 - - - 9,600 Borrowings linked to liabilities held for sale
2,975 - - - 2,975
Bank loans 2,975 - - - 2,975
Other borrowings 0 - - - 0
Sub-total - Current 35,307 - - - 35,307
Total 35,307 34,042 65,007 13,297 147,653
The interest on bank loans and Bonds decreased from EUR 13.6 million as at 30 June 2014 to EUR 5.7 million as at 30 June 2015 mainly due to deconsolidation of some entities and refinancing of several bank loans.
The bank loans are made of EUR 44.6 million for which the financing banks have no recourse on the Group. These loans finance assets with a total value of EUR 85.5 million.
In 2014 At 31 December 2014 Less than one
year 1 to 3 years 3 to 5 years More than 5
years Total
Non-current Bonds - - 62,237 - 62,237 Financial debts - 45,483 5,285 14,484 65,252 Bank loans - 45,428 5,285 14,467 65,180
Bank loans fixed rate - 1,073 1,195 6,272 8,540
Bank loans floating rate - 44,355 4,090 8,195 56,640
Other non-current borrowings - 55 - 17 72 Sub-total - Non current - 45,483 67,522 14,484 127,489 Current bonds 278 - - - 278 Financial debts 13,557 - - - 13,557 Bank loans - current part 11,667 - - - 11,667
Bank loans fixed rate 496 - - - 496
Bank loans floating rate 11,171 - - - 11,171
Other current borrowings 1890 - - - 1890 Sub-total - Current 13,835 - - - 13,835
Total 13,835 45,483 67,522 14,484 141,324
Following the amendment of terms and conditions for New notes (see note 19.1.2 of the Consolidated financial statements as at 31 December 2014), the date of repayments has been postponed to 7 November 2019. Total amount of bank loans reduced significantly due to the deconsolidation of certain assets with bank financing, mostly the CPI PG portfolio.
ORCO PROPERTY GROUP | Loans with covenant breaches 29
The Group has entered into interest rate derivatives representing 49.8% of the non-current floating rate borrowings (95.4% in 2013) and 37.6% of the current floating rate borrowings (16.0% in 2013), in order to limit the risk of the effects of fluctuations of market interest rates on its financial position and future cash flows. Most floating interest debt instruments have a fixingperiod of maximum 3 months.
The bank loans include EUR 46.7 million for which the financing banks have no recourse on the Group. These loans finance assets with a total secured value of EUR 79.6 million.
11 Loans with covenant breaches
As of 30 June 2015, EUR 2.9 million of bank loan related project classified as assets held for sale is in breach of the financial covenant. Due to classification as asset held for sale there is no effect on financial statements as at 30 June 2015.
As of 31 December 2014, there were no bank loans in breach.
12 Other net financial results 30 June 2015 30 June 2014 Variance
Change in carrying value of liabilities at amortized cost - - -Change in fair value and realized result on derivative instruments 158 (117) 275Change in fair value and realized result on other financial assets (2,121) (20,224) 18,103Other net financial results (156) (592) 436Realized result on repayment of borrowings (4,188) - (4,188)Result on disposal of subsidiaries (797) - (797)Total (7,104) (20,933) 13,829
Change in fair value of derivative instruments is mainly from the fair value gain on derivatives of EUR 0.2 million for Na Po í í.
Change in fair value and realized result on other financial assets relates to:
- impairment of RFE receivable of (EUR 0.6 million);
- a dividend received from Endurance residential Sub Fund in the amount of EUR 0.5 million;
- revaluation of (EUR 2.0 million) realized on investment in Endurance Fund.
Realized result on repayment of borrowings of (EUR 4.2 million) relates chiefly to adjustment on early payment of safeguard liabilities e.g. bonds of EUR 2.1 million and Stein guarantee of EUR 1.8 million.
3030 ORCO PROPERTY GROUP | Equity holders
13 Earnings per share 30 June 2015 30 June 2014
At the beginning of the period 314,507,629 114,625,629 Shares issued 314,507,629 114,507,629
Treasury shares - 118,000
Weighted average outstanding shares for the purpose of calculating the basic earnings per share 314,507,629 114,625,629
Weighted average outstanding shares for the purpose of calculating the diluted earnings per share 314,507,629 114,625,629
Net loss attributable to the Equity holders of the Company (17,090) (63,020)
Net loss attributable to the Equity holders of the Company after assumed conversions / exercises (17,090) (63,020)
Total Basic earnings in EUR per share (0.05) (0.55)
o/w continuing operations (0.05) (0.53)
o/w discontinued operations - (0.02)
Diluted earnings in EUR per share (0.05) (0.55)
o/w continuing operations (0.05) (0.53)
o/w discontinued operations - (0.02)
Basic earnings per share is calculated by dividing the loss attributable to the Group by the weighted average number of ordinaryshares in issue during the period, excluding ordinary shares purchased by the Group and held as treasury shares.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
The warrants were not taken into account in the EPS calculation as the conversion of the warrants had an anti-dilutive impact in 2015 and 2014.
14 Equity holders
14.1 Share capital
Number Share Share of shares Capital premium
Balance at 1 January 114,507,629 229,015 647,164
Reduction of nominal value of shares - 8 April 2014 - (114,507)
Reduction of nominal value of shares - 28 May 2014 - (103,057)
Capital increase of 10th of November 2014 200,000,000 20,000 39,200
Balance at 31 December 2014 314,507,629 31,451 686,364
Balance at 30 June 2015 314,507,629 31,451 686,364
The subscribed and fully paid-up capital of the Company of EUR 31,450,762.90 is represented by 314,507,629 ordinary shares, without nominal value. The shares of the Company have an accounting par value of EUR 0.10 per share and are fully paid. Each share is entitled to a prorate portion of the profits and share capital of the Company, as well as to a voting right and representation at the time of a general meeting, all in accordance with statutory and legal provisions.
No change in the share capital of the Company occurred in 2015 until the date of this financial information.
ORCO PROPERTY GROUP | Equity holders 31
During 2014, the share capital of the Company decreased twice. The extraordinary general meeting of 8 April 2014 resolved to approve the decrease of the share capital of the Company from the amount of EUR 229,015,258 to EUR 114,507,629 without cancellation of shares, by decreasing the accounting par value of the existing shares from EUR 2 to EUR 1 per share, with allocation of the reduction proceeds to reserves. As such, the share capital of the Company amounted to EUR 114,507,629 as of 8 April 2014. The extraordinary general meeting of 28 May 2014 resolved to approve the decrease of the share capital of the Company from the amount of EUR 114,507,629 to EUR 11,450,762.90 without cancellation of shares, by decreasing the accounting par value of the existing shares from EUR 1 to EUR 0.1 per share, with allocation of the reduction proceeds to reserves. As such, the share capital of the Company amounted to EUR 11,450,762.90 as of 28 May 2014.
On 10 November 2014 the Board of Directors of the Company resolved to implement a reserved capital increase and raiseEUR 59.2 million pursuant to the authorization granted to it by its shareholders during the extraordinary general meeting of 28 May 2014. On 10 November 2014 the he Company issued 200 million new ordinary shares having a par value of EUR 0.10 each, at a subscription price of EUR 0.296 per new share, for a global cash contribution of EUR 59.2 million, which were subscribed as follows: (i) 100,000,000 new shares were subscribed for a total subscription price of EUR 29,600,000 by ASPLEY VENTURES LIMITED, British Virgin Islands, an entity closely associated with Mr. Pavel Spanko, and (ii) 100,000,000 new shares were subscribed for a total subscription price of EUR 29,600,000 by FETUMAR DEVELOPMENT LIMITED, Cyprus, an entity closely associated with Mr. Jan Gerner. The new shares are not listed upon their issue, but the Company will seek to list them on the regulated markets of NYSE Euronext Paris and the Warsaw Stock Exchange as soon as reasonably practicable, subject to legal and regulatory requirements.
The corporate share capital of the Company has been increased from EUR 11,450,762.90 represented by 114,507,629 shares to EUR 31,450,762.90 represented by 314,507,629 shares. The total number of shares comprising the share capital of the Company as well as the total number of voting rights attached thereto is 314,507,629 as of 10 November 2014.Authorized capital not issued
The extraordinary general meeting of 17 February 2015 approved resolutions to modify, renew and replace the existingauthorized share capital and to set it to an amount of one hundred million euros (EUR 100,000,000.00) for a period of five (5) years from 17 February 2015, which has authorized the issuance of up to one billion (1,000,000,000) new ordinary shares inaddition to the 314,507,629 shares outstanding as of 17 February 2015.
The Company’s Board of Directors was granted an authorization to increase the Company’s share capital in accordance witharticle 32-3 (5) of the 1915 Luxembourg company law. The Board of Directors was granted full power to proceed with the capital increases within the authorized capital under the terms and conditions it will set, with the option of eliminating or limitingthe shareholders’ preferential subscription rights as to the issuance of new shares within the authorized capital.
The Board of Directors was authorized, during a period of five (5) years from the date of the extraordinary general meeting ofshareholders held on 17 February 2015, without prejudice to any renewals, to increase the issued capital on one or more occasions within the limits of the authorized capital. The Board of Directors was authorized to determine the conditions of any capital increase including through contributions in cash or in kind, among others, the conversion of debt into equity, by offsettingreceivables, by the incorporation of reserves, issue premiums or retained earnings, with or without the issue of new shares, orfollowing the issue and the exercise of subordinated or non-subordinated bonds, convertible into or repayable by orexchangeable for shares (whether provided in the terms at issue or subsequently provided), or following the issue of bondswith warrants or other rights to subscribe for shares attached, or through the issue of stand-alone warrants or any otherinstrument carrying an entitlement to, or the right to subscribe for, shares.
Securities giving access to equity (warrants)
Within the authorized capital, the Board of Directors decided to issue Bonds with Warrants (“OBSAR”) without preferential subscription rights:
“2012 Warrants” issued under the ISIN code LU0234878881 with the following major terms: number of outstanding 2012 Warrants: 21,161; exercise ratio: one warrant gives the right to subscribe to 1.03 share; exercise period: 31 December 2019; exercise price: EUR 7.21; listing: Euronext Paris.
“2014 Warrants” issued under the ISIN code XS0290764728 with the following major terms: number of outstanding 2014 Warrants: 2,871,021; exercise ratio: one warrant gives the right to subscribe to 1.73 share; exercise period: 31 December 2019; exercise price: EUR 11.20; listing: Euronext Brussels and Paris.
Under the Securities Note and Summary dated 22 March 2007, with respect to the issue of the 2014 Warrants, the occurrence of a Change of Control (as described in Condition 4.1.8.1.2.1 of the Securities Note and Summary dated 22 March 2007) could result in an aggregate potential liability for the Company due to “Change of Control Compensation Amount”. According to the Securities Note and Summary each 2014 Warrant would need to be repurchased by the Company at a price of EUR 6.29/ 2014 Warrant in the event of a Change of Control as at 31 December 2014. This “Change of Control Compensation Amount” per 2014 Warrant decreases as time goes by. Change of Control is defined as “the acquisition or control of more than 50 per cent of the voting rights of that entity or (b) the right to appoint and/or remove all or the majority of the members of the
3232 ORCO PROPERTY GROUP | Related party transactions
Board of Directors or other governing body of that entity, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise.” The Group holds 1,327,088 2014 Warrants.
The Change of Control Compensation Amount with respect to 2014 Warrants filed with their respective holders has been admitted in the Company’s Safeguard plan only in the amount of EUR 707,826.24. Accordingly, in the event that the Change of Control would occur, the Company will only pay those Change of Control claims linked with the Warrants 2014 that were admitted to the Company’s Safeguard.
14.2 Dividends per share
The Board of Directors has decided not to propose any dividend payment at the annual general meeting of the Company forthe year 2014.
15 Capital and other commitments
Capital commitments
As a developer of buildings and residential properties, the Group is committed to finalize the construction of properties in different countries. As at the end of June 2015 the Group has started to carry out one project and as such is committed to construction costs amounting to EUR 1.3 million. However, the Group holds interest in the Kosik joint venture with two active projects started in 2014 and 2015. The total commitments of these projects amount to EUR 14.3 million.
Bank loans covenants (see Note 11)
16 Related party transactions
Transactions with key management personnel
a) Remuneration of key management personnel
The members of the Board of Directors of the Company and of the management of the Company are considered the key management personnel of the Group. As of 30 June 2015, the top management was made of two people as six members have been terminated or resigned during the year 2014.
Total compensation given as short term employee benefits to the top managers for the first half of 2015 was EUR 0.1 million(EUR 0.4 million for the first half of 2014).
The Board and Committees attendance compensation for the first half of 2015 was EUR 36,000 (EUR 36,000 for the first half of 2014). The annual general meeting held on 28 May 2014 resolved to approve, with the effect as of 1 January 2014, the payment of attendance fees to all independent, non-executive Directors of the Company in the amount of EUR 3,000 per calendar month as a base fee and empowered the Board of Directors to decide at its sole discretion about the payment of additional fees up to EUR 3,000 per calendar month to independent, non-executive Directors of the Company.
b) Termination and change of control clauses
As at 30 June 2015, there are no potential termination indemnity payments in place payable to the members of the Company's management in the event of termination of their contracts in excess of the compensation as required by the respective labor codes. As at 30 June 2014, indemnities to some members of the management agreed in their respective contracts amounted to EUR 465,000.
c) Loans and advances to key management personnel
On 16 February 2007, the Company granted a loan of EUR 61,732 to Steven Davis, a former executive of the Company withmaturity date on 1 March 2008. In 2009, the loan was fully impaired as a result of a dispute on the termination of the employmentcontract of Steven Davis. As of the date hereof, litigation is pending in front of Luxembourg court. Bubny Development suedMr. Davis for damages in the amount of CZK 30,981,461. These litigations are pending as at 30 June 2015.
d) Other transactions with key management personnel
To ensure the liquidity for satisfaction of its future liabilities, the Company and Mr. Radovan Vitek entered on into a put option agreement 25 September 2014 concerning the disposal of the shares held by the Company in CPI PG. Pursuant to the termsof the put option agreement the Company has right to request Mr. Vitek, major shareholder of CPI PG, to purchase the CPIPG shares, or their portion, upon a written request of the Company. The put option price payable by Mr. Vitek to the Company
ORCO PROPERTY GROUP | Related party transactions 33
is EUR 0.47 per share plus 6% p.a. interest from today until the exercise of the put option. The Company is not limited by theput option agreement to dispose of the CPI PG shares to a third party and/or on a market. The put option agreement is validfor 2 years.
In 2014, the Company transferred 1 share to Jiri Dedera and Tomas Salajka each for free and while they hold the Board function. Further to the resignation of Mr. Salajka on 10 November 2014, 1 share was automatically transferred back to the Company.
Transactions with the Endurance Real Estate Fund
The Group is the sponsor of a Luxembourg regulated closed end umbrella investment fund dedicated to qualified investors,the Endurance Real Estate Fund. This fund has opted for the form of a “Fonds Commun de Placement”. The Company is theshareholder of the management company of the Fund and had an ownership interest of 14.8% in the Residential Sub-fund asat 30 June 2015.
Orco’s remuneration from Residential Sub-fund amounting to EUR 0.3 million in 2015 (EUR 0.7 million in 2014) is linked to:
- the liquidation fee for the Residential Sub-fund;
- the disposal fee calculated as 0.5% of the value of the assets sold.
As at 30 June 2015, open invoices for unpaid management fees owed by Endurance Fund to the management company are amounting EUR 0.15 million (nil in 2014). The total of invoices issued in 2014 by the management company to the sub-funds of the Endurance Fund, mainly composed of management fees and disposal fees, is amounting to EUR 0.3 million (2014: EUR 0.6 million).The net outstanding amount of receivables is EUR 0.4 million as at 30 June 2015 (EUR 0.1 million as at 31 December 2014).
During the midyear 2015, Residential Sub-fund distributed dividends to the Company in the amount of EUR 0.5 million (in 2014the Company´s income from Residential Sub-fund´s dividends was EUR 1.6 million).
Transactions with CPI PG group
Management Fees
CPI PG companies, affiliated with Mr. Radovan Vitek, have provided property management services to certain assets of theCompany in the Czech Republic. The value of such services amounted to EUR 6 thousand in the first half of 2015 (2014: EUR 0.1 million).
CPI PG companies are providing outsourcing services in the field of general administration, tax, accounting, reporting, human resources and IT to certain assets of the Company in the Czech Republic. The value of such services amounted to EUR 0.6 million in the first half of 2015 (2014: EUR 0.4 million).
In prior years, the Group has provided services to hospitality entities of which outstanding amount is EUR 0.9 million as at 31 December 2014. These services relate to IT, human resources and restructuring. The Group created allowance for these receivables in the amount of EUR 0.7 million.
Sale of SHH loan
On 11 June 2014 the Company entered into a transaction concerning the partial disposal of its stakes in Suncani Hvar, wherebyOPG disposed of 2,080,000 Suncani Hvar shares corresponding to 24.94% of the shares and voting rights and also of its shareholder receivables from SHH. Shares have been sold for EUR 1 and receivables have been sold for EUR 2.1 million. The opportunity to dispose of the Suncani Hvar stakes was mediated by CPI PG. However, CPI PG made no profit or other benefit out such mediation.
Loan by CPI PG
On 17 June 2014 the Company as borrower and CPI PG as lender entered into the credit facility agreement with the followingparameters: EUR 3.5 Million facility framework, repayment in 3 months and interest of 8% p.a. The parties agreed to extendthe maturity until 31 December 2015, the facility limit was extended to EUR 10.0 million, and the interest decreased to 5% p.a.As at 30 June 2015 the outstanding balance amounts to EUR 9.6 million.
3434 ORCO PROPERTY GROUP | Litigations
Capital increase
On 24 September 2014 the Company entered into an agreement for the subscription of 65,957,446 new ordinary shares issuedby CPI PG at the subscription price of EUR 0.47 per share, which is approximately 12% below the current market price of EUR0.53. The Company paid an aggregate subscription price of EUR 30,999,999.62 and the New Shares were issued by CPI PGon 24 September 2014.
New Notes guarantee
On 7 November 2014, the Company and CPI PG entered into a trust deed (the “Trust Deed”) pursuant to which CPI PG agreed to unconditionally and irrevocably guarantee the due and punctual payment of all sums from time to time payable by theCompany in relation to its Notes (registered under ISIN code XS0820547742), which were issued on 4 October 2012 andamended and restated pursuant to the Trust Deed. CPI PG has also undertaken in the Trust Deed to be bound by certainlimitations on its activities and to maintain certain financial ratios.
In consideration of CPI PG's entry into the Trust Deed and the guarantee given thereunder, the Company has agreed to payto CPI PG a guarantee fee of 3% per annum of the outstanding principal balance of the Notes, payable on a payment in kind(PIK) basis falling due on the business day after all amounts payable in connection with the Notes have been paid in full.
Transaction with Suncani Hvar
As part of the pre-bankruptcy reorganization proceedings of Suncani Hvar on 19 December 2014 the Group agreed to equitize its receivables in the amount of approximately EUR 1.58 million into newly issued Suncani Hvar shares as part of the pre-bankruptcy plan. In order to support Suncani Hvar the Group agreed on 19 December 2014 not to invoice its management fees from the date of initiating of the SHH pre-bankruptcy proceedings. On 22 April 2015 the Group also terminated the management agreement with SHH.
17 Litigations
On 28 December 2012, the Group filed a request for arbitration against the State Property Management Agency of the Republic of Croatia, also known as AUDIO, which is the legal successor to the Croatian Privatization Fund. Orco's preliminary claimsfor damages exceed EUR 32 million. The claims relate to underlying title disputes to properties on the island of Hvar in Croatiaheld through the Croatian company Suncani Hvar d.d. In 2013 AUDIO has transformed into the Croatian Centre forRestructuring and Sales (CERP) and the State Property Management Administration (DUUDI). On 19 December 2014 theCompany and the Republic of Croatia announced the signing of a memorandum of understanding concerning their stakes inSuncani Hvar d.d. The memorandum dealt with, inter alia, a mutual settlement of the ICC International Court of Arbitrationproceedings between the Company and the Republic of Croatia. Following a joint request, the arbitration proceedings werestopped by a consent award issued by the ICC International Court of Arbitration.
On 20 January 2015 the Company was served with a summons by Kingstown, claiming on former shareholders of the Company. The action was filed with the „Tribunal d´Arrondissement de et a Luxembourg“ and seeks condemnation of the Company, CPI PG and certain members of the Company´s board of directors as jointly and severally liable to pay damages in the amount of EUR 14,485,111.13 and compensation for moral damage in the amount of EUR 5,000,000. According to Kingstown´s allegation the damage claimed arose inter alia from the alleged violation of the Company´s minority shareholders rights. The management of the Company will take all available legal actions to oppose these allegations in order to protect the corporate interest as well as the interest of its shareholders.
ORCO PROPERTY GROUP | 35
18 Events after the reporting period
18.1 Early Termination of Safeguard Plan Accepted
Following the successful completion of various projects and transactions, as well as its reorganization and restructuring that took place in 2014 and 2015, the Company decided to request a termination of its Safeguard plan linked with an early repayment of those liabilities admitted to the Safeguard plan that became due. Towards this end, the Company filed on 19 June 2015 a request with the Paris Commercial Court (the “Court”) to modify its Safeguard plan.
On 19 August 2015, the Paris Commercial Court (the “Court”) pronounced a judgment pursuant to which the Court accepted Company’s request to modify its Safeguard plan as follows:
- Within fifteen days as of the pronouncement of the judgment, the Company is obliged to pay to the Safeguard administrator liabilities that are subject to and due under the Safeguard plan;
- The Safeguard administrator will proceed with the distribution of the funds received from the Company, after today’s judgmentbecomes final;
- Other liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of Warrants 2014 registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms.
- The duration of the Safeguard plan has been reduced to two months.
The liabilities to be paid based pursuant to the filed request amount to EUR 9,762,152 and include the remaining bond debt (EUR 4,375,934) as well as debts towards suppliers and called bank guarantees (EUR 5,386,218). Pre-Safeguard liabilities that were not admitted to the Company’s Safeguard will be unenforceable.
18.2 Disposal of Croatian entities
On 10 July 2015, the Group entered into an agreement concerning a disposal of a land bank project located at peninsula Istria, Croatia. The purchase price of this transaction is HRK 492 thousand.
On 21 August 2015, the Group disposed of the second project – residential building Sun House – located in city Hvar, Island of Hvar, Croatia. Transaction price of this asset is EUR 1.0 million.
18.3 Intent to List the Company Shares on Luxembourg Stock Exchange
The Company decided to apply for the admission to trading of its 314,507,629 ordinary shares, representing the entire share capital of the Company, on the regulated market of the Luxembourg Stock Exchange, which constitutes a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial. The admission to trading is subject to the approval of a prospectus by the Commission de Surveillance du Secteur Financier. The admission to trading is expected to occur in Q3 2015.
3636 ORCO PROPERTY GROUP |
Index of the notes to the condensed consolidated interim financial information
1 General information ........................................................................................................................................................ 8
1.1 Changes in the Group structure .......................................................................................................................... 8
2 Summary of significant accounting policies ............................................................................................................... 9
2.1 Basis of preparation ............................................................................................................................................. 9
2.2 Accounting policies .............................................................................................................................................. 9
2.3 Critical accounting estimates and judgments .................................................................................................... 9
3 Segment reporting ........................................................................................................................................................ 14
3.1 Segment Reporting - 30 June 2015 ................................................................................................................... 15
3.2 Segment Reporting - 30 June 2014 ................................................................................................................... 16
4 Investment property ..................................................................................................................................................... 17
5 Non-Current Financial assets ...................................................................................................................................... 19
5.1 Financial assets at fair value through Profit or Loss ...................................................................................... 19
5.2 Available-for-sale financial assets .................................................................................................................... 19
5.3 Non-current loans and receivables ................................................................................................................... 19
5.4 Equity method investments ............................................................................................................................... 20
6 Inventories ..................................................................................................................................................................... 20
7 Assets and liabilities classified as held for sale ........................................................................................................ 21
8 Cash and cash equivalents .......................................................................................................................................... 22
9 Non-controlling interest transactions ......................................................................................................................... 22
10 Financial debts .............................................................................................................................................................. 24
10.1 Bonds ................................................................................................................................................................... 24
10.2 Bank loans and other borrowings ..................................................................................................................... 25
10.3 Maturity of borrowings ....................................................................................................................................... 28
11 Loans with covenant breaches ................................................................................................................................... 29
12 Other net financial results ........................................................................................................................................... 29
13 Earnings per share ....................................................................................................................................................... 30
14 Equity holders ............................................................................................................................................................... 30
14.1 Share capital ........................................................................................................................................................ 30
14.2 Dividends per share ............................................................................................................................................ 32
15 Capital and other commitments .................................................................................................................................. 32
16 Related party transactions ........................................................................................................................................... 32
17 Litigations ...................................................................................................................................................................... 34
18 Events after the reporting period ................................................................................................................................ 35
18.1 Early Termination of Safeguard Plan Accepted .............................................................................................. 35
18.2 Disposal of Croatian entities .............................................................................................................................. 35
18.3 Intent to List the Company Shares on Luxembourg Stock Exchange ........................................................... 35
ORCO PROPERTY GROUP | consolidated interim financial information 37
Société Anonyme
Valuation process
Valuation techniques
Main observable and non-observable inputs
-
-
-
Changes in fair value by class and level
23,6
39 -
4,40
728
,046
-
1,38
61,
386
1,45
0 -
23,6
39
5,26
06,
710
4,40
7-
28,0
46
-
-
-
-
-
-
Operating lease
Finance lease
Operating lease
Finance lease
-
-
-
-
-
60,6918,5071,0324,946
45,52512,006
2,3686,978
45,72264,62620,78814,760
-
-
-
-
Bank loans - 45,428 5,285 14,467 65,180
Other borrowings - 55 - 17 72
Bank loans - current part 11,667 - - - 11,667
Other borrowings 1,890 - - - 1,890
Bank loans - 57,788 234,379 2,964 295,131
Other non-current borrowings - 173 - - 173
Bank loans - current part 273,008 - - - 273,008
Other current borrowings 33 - - - 33
-
-
-
- 35
2,627 -
86,995 -
- 4,669
- 15,557
- 128,795
599 23,731
- 93
28,285 -
2,435 -
905 27,628
29 111,305
- 361,750
1,244 362,668
-
-
-
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Share capital
Authorized capital not issued
Securities giving access to equity (warrants)
12 months 12 monthsNote 2013 2012
(restated)Revenue 5 145,896 244,708
Sale of goods 45,722 140,687 Rent 64,626 66,074 Hotels, Extended Stay & Restaurants 20,788 19,305 Services 14,760 18,641
Net loss from fair value adjustments on Investment Property 8 (34,444) (7,086)
Other operating income 22 1,458 9,473 Net result on disposal of assets 15 88 1,399 Cost of goods sold 5/14 (38,437) (141,071)Employee benefits 24 (23,620) (26,736)Amortization, impairments and provisions 23 (166,812) (50,598)Other operating expenses 24 (48,446) (53,819)
Operating result (164,318) (23,730)
Interest expenses 19 (37,382) (63,960)Interest income 4,114 3,812 Foreign exchange result (4,282) 6,476 Other net financial results 25 (39,693) 54,425
Financial result (77,242) 755
Share of profit or loss of entities accounted for using the equity method 10 (413) (12,948)
Loss before income taxes (241,973) (35,923)
Income taxes 26 (10,449) (9,558)
Loss from continuing operations (252,422) (45,481)
Loss after tax from discontinued operations 6 (1,127) (1,466)
Net loss for the period (253,550) (46,948)
Total loss attributable to:
Non-controlling interests 18 (26,523) (5,064)
Owners of the Company (227,027) (41,883)
Basic earnings in EUR per share 27 (2.06) (0.82)Diluted earnings in EUR per share 27 (2.06) (0.82)
12 months 12 months2013 2012
(restated)
Loss for the period (253,550) (46,948)
Other comprehensive income /(loss)
Items that may be reclassified subsequently to profit or loss (11,560) 7,408Currency translation differences (11,560) 7,408
I tems that will not be reclassified subsequently to profit or loss 16 (1,529)Remeasurements of post employment benefit obligations 16 (1,529)
Total comprehensive loss attributable to: (265,094) (41,069)
Owners of the Company (238,474) (35,699)Non-controlling interests (26,620) (5,370)
31 December 31 December
Note2013 2012
(restated)
NON-CURRENT ASSETS 890,573 1,048,079 7 46,414 47,338
Investment property 8 710,552 782,731
Property, plant and equipment 73,949 101,882 Hotels and owner occupied buildings 9 61,639 88,738 Fixtures and fittings 12 12,310 13,145
10 93 8,909
13.1 28,285 32,919
13.2 2,435 9,466
13.3 28,533 64,482
Deferred tax assets 26 313 353
252,156 332,743 Inventories 14 114,720 262,130 Trade receivables 19,962 22,343 Other current assets 16 28,776 24,579 Derivative instruments 19.7 29 20 Current financial assets - 37 Cash and cash equivalents 17 88,669 23,633
11 29,116 6,736
TOTAL 1,171,845 1,387,557
ASSETS
ASSETS HELD FOR SALE
CURRENT ASSETS
Intangible assets
Financial assets at fair value through profit or loss
Non current loans and receivables
Financial assets available-for-sale
Equity method investments
31 December 31 December2013 2012
(restated)
EQUITY 263,117 442,290 Equity attributable to owners of the Company 28 175,909 438,493
Non controlling interests 18 87,208 3,797
LIABILITIES 908,728 945,267 Non-current liabilities 491,269 601,795
Bonds 19 64,992 59,193 Financial debts 19 295,304 408,196 Provisions and other long term liabilities 20 23,436 34,397 Deferred tax liabilities 26 107,537 100,009
Current liabilities 389,737 333,680 Current bonds 19.4 321 261 Financial debts 19.4 273,041 222,879 Trade payables 21 22,425 25,570 Advance payments 33,887 32,554 Derivative instruments 19.7 1,244 6,446 Other current liabilities 21 58,819 45,970
Liabilities linked to assets held for sale 11 27,722 9,792
TOTAL 1,171,845 1,387,557
EQUITY & LIABILITIES
Note Sharecapital
Sharepremium
Translationreserve
Treasuryshares
Otherreserves
Equity attributable
to ownersof the
Company
Noncontrolling
interests
Totalequity
Balance at 1 January 2012 (reported) 69,921 418,688 14,041 (22,813) (220,305) 259,532 11,666 271,198
Effect of change in consolidation method 16,146 16,146 (3,264) 12,881
Adoption of revised IAS 19 (25) (25) (1) (26)
Balance at 1 January 2012 (restated) 69,921 418,688 14,041 (22,813) (204,185) 275,652 8,401 284,054
Comprehensive income:
Loss for the period (41,883) (41,883) (5,064) (46,948)
Other comprehensive income 7,683 (1,499) 6,184 (305) 5,879
Total comprehensive income - - 7,683 - (43,382) (35,699) (5,370) (41,069)
Capital increase of 14 May 2012 28 75,283 710 (22,744) 53,249 53,249
Capital increase of 3 September 2012 28 264,767 225,150 (367,221) 122,696 122,696
Capital increase of 28 September 2012 28 32,177 949 (10,366) 22,760 22,760
Own equity transactions 27 20,943 (23,653) (2,710) (2,710)
Non controlling interests' transactions 18 2,544 2,544 766 3,310
Balance at 31 December 2012 (restated) 442,148 645,497 21,724 (1,870) (669,007) 438,493 3,797 442,290
Comprehensive income:
Loss for the period (227,027) (227,027) (26,523) (253,550)
Other comprehensive income (11,457) 10 (11,447) (97) (11,544)
Total comprehensive income - - (11,457) - (227,017) (238,474) (26,620) (265,094)
Capital decrease of 4 February 2013 28 (226,466) 226,466 - -
Capital increase of 28 August 2013 28 13,333 1,667 15,000 15,000
Own equity transactions 27 1,639 614 2,253 2,253
Non controlling interests' transactions 18 (41,362) (41,362) 110,031 68,669
Balance at 31 December 2013 229,015 647,164 10,267 (231) (710,307) 175,909 87,208 263,117
31 December2013
31 December2012
(restated)
OPERATING RESULT (164,318) (23,730)
Net gain / loss from fair value adjustments on investment property 8 34,444 7,086Amortization, impairments and provisions 23 166,812 50,598Net result on disposal of assets 15 (88) (1,399)Adjusted operating profit / loss 36,850 32,555
Financial result 25 (490) (1,607)Income tax paid 26 (4,600) (875)Financial result and income taxes paid (5,090) (2,482)
Changes in operating assets and liabilities (7,058) 112,245
NET CASH FROM /(USED IN) OPERATING ACTIVITIES 24,702 142,318
Capital expenditures and tangible assets acquisitions 5, 8, 12 (4,957) (3,814)Proceeds from sales of non current tangible assets 8, 11 6,993 82,246Purchase of intangible assets 7 (201) (865)Purchase of financial assets (347) -Loans granted to joint ventures and associates 13.3 (4,239) -Deferred consideration repayment received from long-term receivables 13.3 634 2,897Proceeds from disposal of associates 13.1 8,742 -Proceeds from disposal of financial assets 13.1 1,986 -
NET CASH FROM INVESTING ACTIVITIES 8,611 80,464
Net issue of equity instruments to shareholders / Repayment on third party transactions - (1,525)
Proceeds from issuance of ordinary shares 15,000 -Proceeds from third parties in subsidiary capital increase 28 53,862 -Proceeds on disposal of treasury shares 27 2,253 (882)Proceeds on disposal of partial interests in a subsidiary 8,216 -Proceeds from borrowings 19.3, 19.4 17,236 274,949Net interest paid 19.8 (23,546) (35,631)Repayments of borrowings 19.3, 19.4 (35,682) (462,564)Restructuring fees (4,823) (6,733)
NET CASH USED IN FINANCING ACTIVITIES 32,516 (232,386)
NET INCREASE/(DECREASE) IN CASH 65,829 (9,604)
Cash and cash equivalents at the beginning of the year 23,633 32,849Exchange difference on cash and cash equivalents (794) 388
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 88,669 23,633
2.1.3.1 New and amended standards adopted by the Group in 2013
2.1.3.2 New standards and interpretations not yet adopted
2.1.3.3 Change in consolidation method for joint ventures
2.1.3.4 Adoption of IAS 19 (2011)
2.1.3.5 Effect of changes in accounting policies
-
-
-
-
-
-
Operating lease
Finance lease
Operating lease
Finance lease
-
-
-
At 31 December 2013
Less than 1 month
Between 1 and 6 months
Between 6 months and 1
year
Between 1 and 5 years
More than 5 years
TotalCash-out
Flows
Book value at 31 December
2013
Fixed rate loans and bonds 9,036 2,151 7,168 96,032 2,761 117,148 80,198Floating rate loans 220,348 - 38,391 335,132 3,366 597,237 553,254Other borrowings - - 33 173 - 206 206Interest rate derivatives - - 1,244 - - 1,244 1,244Liabilities linked to assets held for sale - - 27,722 - - 27,722 27,722Trade payables 15,394 2,297 4,734 - - 22,425 22,425Other current financial liabilities 11,783 8,051 13,161 - - 32,994 32,994
Total at 31 December 2013 256,561 12,499 92,453 431,337 6,127 798,976 718,043
-
-
-
At 31 December 2012
Less than 1 month
Between 1 and 6 months
Between 6 months and 1
year
Between 1 and 5 years
More than 5 years
TotalCash-out
Flows
Book value at 31 December
2012
Fixed rate loans and bonds - 1,471 7,244 100,744 11,550 121,009 74,235Floating rate loans 145,124 - 72,418 440,085 4,018 661,645 610,347Other borrowings - - 155 - 5,792 5,947 5,947Interest rate derivatives - - 6,446 - - 6,446 6,446Liabilities linked to assets held for sale - - 9,792 - - 9,792 9,792Trade payables 3,694 8,814 13,062 - - 25,570 25,570Other current financial liabilities 5,962 9,437 11,553 - - 26,952 26,952
Total at 31 December 2012 154,780 19,722 120,670 540,829 21,360 857,361 759,289
31 December 31 December2013 2012 (restated)
Non current liabilitiesFinancial debts 295,304 408,196 Current liabilitiesFinancial debts 273,041 222,879 Current assetsCurrent financial assets - (37)Liabilities linked to assets held for sale 27,722 9,792 Cash and cash equivalents (88,669) (23,633)
Net debt 507,398 617,197 Investment property 710,552 782,731 Hotels and owner-occupied buildings 61,639 88,738 Investments in equity affiliates 93 8,909 Financial assets at fair value through profit or loss 28,285 32,919 Financial assets available-for-sales 2,435 9,466 Non current loans and receivables 28,533 64,482 Inventories 114,720 262,130 Assets held for sale 29,116 6,736 Revaluation gains / (losses) on projects and properties 2,842 32,813
Fair value of portfolio 978,215 1,288,923
Loan to Value 51.9% 47.9%
Bonds and New Notes and accrued interests on New Notes 66,556 59,808
Loan to value after bonds and New Notes 58.5% 52.5%
Valuation process
-
-
o
o
o
Main observable and non-observable inputs
Per rate type Min Max Min Max Min MaxDiscount rate 6.0% 20.0% 5.5% 14.3% 5.3% 17.0%Capitalization yield 6.5% 16.0% 7.0% 15.3% 5.4% 19.1%Cap rate 6.0% 15.0% 5.6% 18.0% 5.3% 17.0%
Per asset typeMin Max Min Max Min Max
Hospitality 6.5% 9.0% 7.5% 15.0% 10.0% 20.0%Land bank 16.0% 16.0% 15.0% 15.0% 18.0% 18.0%Berlin portfolio NA NA 6.0% 8.3% 6.0% 9.4%Central Europe portfolio AHD 9.6% 13.0% 8.5% 13.0% 10.0% 10.0%Central Europe portfolio Rental 7.3% 15.0% 7.3% 15.0% 8.0% 8.0%
2011
Discount rate
2013 2012
Capitalization yield Cap Rate
-
-
-
-
-
Figures in EUR Million
Investment Properties
DR - 25 bps DR + 25 bps ECR - 25 bps ECR + 25 bps EY - 25 bps EY + 25 bpsBerlin Portfolio 9.9 (9.7) 9.6 (9.0) - -Central Europe 0.5 (0.5) 0.4 (0.4) 3.6 (3.3)Total 10.4 (10.2) 10.0 (9.4) 3.6 (3.3)DR : Discount rate, ECR : Exit Capitalization Rate, EY : Equivalent Yield
Inventories
DR - 25 bps DR + 25 bps ECR - 25 bps ECR + 25 bps EY - 25 bps EY + 25 bps
Poland - - - - 5.7 (4.9)Total - - - - 5.7 (4.9)DR : Discount rate, ECR : Exit Capitalization Rate, EY : Equivalent Yield
Owner-occupied building & Hotels - Portfolio consolidated under equity method and presented here at 100%
DR - 25 bps DR + 25 bps ECR - 25 bps ECR + 25 bps EY - 25 bps EY + 25 bps
Central Europe 1.9 (1.8) 1.8 (1.6) - -Total 1.9 (1.8) 1.8 (1.6) - -DR : Discount rate, ECR : Exit Capitalization Rate, EY : Equivalent YieldPortfolio Croatia is not published as the Suncani Hvar portfolio is presented under transaction value
Equivalent Yield
Equivalent Yield
Equivalent Yield
Portfolio - Investment Properties Discount Rate Exit Cap Rate
Portfolio - Hotels and Owner Occupied - Central Europe
Discount Rate Exit Cap Rate
Portfolio - Inventories Discount Rate Exit Cap Rate
Changes in fair value by class and level
3,695
-
-
-
-
-
-
-
31 December 2013 Financial assets & liabilities measured
at fair value
Financial assets & liabilities not
measured at fair value (*)
Balance Sheet Level 1 Level 2 Level 3
Financial assets
Investments in joint ventures - 93 93Equity method investments - 93 93
Investment in Endurance Fund 1,077 - 1,077 - - 1,077PPL granted to the Hospitality Joint venture 27,015 - 27,015 - - 27,015Long-term Equity investments 193 - 193 - - 193Financial assets at fair value through profit or loss (***) 28,285 - 28,285
Radio Free Europe promissory note 2,387 - 2,387 - - 2,387Other financial assets available-for-sale 48 - 48 - - 48Financial assets available-for-sale 2,435 - 2,435
Leipziger Platz deferred consideration - 22,597 22,597Molcom deferred consideration 905 0 905 - 905 -Loan granted to the Uniborc joint venture - 4,239 4,239Other - 792 792Non current loans and receivables 905 27,628 28,533
Trade and other receivables - 48,738 48,738Trading derivatives 29 - 29 - 29 -Cash and cash equivalent - 88,669 88,669Current financial assets 29 137,407 137,436
Financial liabilities
New Notes - 63,102 63,102 - 61,728 -Safeguard bonds - 1,891 1,891 - - 1,891Floating rate bank debts - 294,520 294,520 - - 294,520Fixed rate bank debts (**) - 611 611 - - 671Other borrowings - 173 173 - - 173Long term liabilities - 1,453 1,453Non current financial liabilities - 361,750 361,750
Safeguard bonds - 321 321 - - 321Floating rate bank debts - 258,734 258,734 - - 258,734Fixed rate bank debts (**) - 14,274 14,274 - - 16,715Other borrowings - 33 33 - - 33Trading derivatives 1,244 - 1,244 - 1,244 -Advanced payments - 33,887 33,887Trade payables and Other current liabilities - 55,419 55,419
Current financial liabilities 1,244 362,668 363,911
Carrying amount Fair value
31 December 2012 (restated) Financial assets & liabilities measured
at fair value
Financial assets & liabilities not
measured at fair value (*)
Balance Sheet Level 1 Level 2 Level 3
Financial assets
Investments in joint ventures - 171 171Investments in associates - 8,738 8,738Equity method investments - 8,909 8,909
Investment in Endurance Fund 2,284 - 2,284 - - 2,284PPL granted to the Hospitality Joint venture 30,441 - 30,441 - - 30,441Long-term Equity investments 194 - 194 - - 194Financial assets at fair value through profit or loss (***) 32,919 - 32,919
Radio Free Europe promissory note 9,407 - 9,407 - - 9,407Other financial assets available-for-sale 59 - 59 - - 59Financial assets available-for-sale 9,466 - 9,466
Leipziger Platz deferred consideration - 26,861 26,861Molcom deferred consideration - 36,793 36,793Other - 827 827Non current loans and receivables - 64,482 64,482
Trade and other receivables - 46,923 46,923Trading derivatives 20 - 20 - 20 -Others current financial assets 37 - 37 - 37 -Cash and cash equivalent - 23,633 23,633Current financial assets 56 70,556 70,612
Financial liabilities
New Notes - 57,156 57,156 - 61,509 -Safeguard bonds - 2,036 2,036 - - 1,075Floating rate bank debts - 392,805 392,805 - - 392,805Fixed rate bank debts (**) - 9,599 9,599 - - 13,109Other borrowings - 5,792 5,792 - - 5,792Long term liabilities - 12,710 12,710Non current financial liabilities - 480,099 480,099
Safeguard bonds - 261 261 - - 261Floating rate bank debts - 217,542 217,542 - - 217,542Fixed rate bank debts (**) - 5,182 5,182 - - 4,780Other borrowings - 155 155 - - 155Trading derivatives 6,446 - 6,446 - 6,446 -Advanced payments - 32,554 32,554Trade payables and Other current liabilities - 52,522 52,522
Current financial liabilities 6,446 308,215 314,661
Carrying amount Fair value
-
-
Development Property Investments
TOTAL
Revenue 46,517 99,379 145,896
Sale of goods 45,573 149 45,722Rent 343 64,283 64,626Hotels, Extended Stay & Restaurants 66 20,722 20,788Services 534 14,226 14,760
Net gain or loss from fair value (3,422) (31,022) (34,444)adjustments on investment propertyCost of goods sold (36,542) (1,895) (38,437)Impairments - Allowance (139,127) (38,434) (177,561)Impairments - Write-Back 614 847 1,461Amortization and provisions 2,534 6,755 9,289Other operating results (10,774) (59,747) (70,521)
Operating Result (140,201) (24,117) (164,318)
Net gain or loss from fair valueadjustments on investment property
3,422 31,022 34,444
Impairments - Allowance 139,127 38,434 177,561Impairments - Write-Back (614) (847) (1,461)Amortization and provisions (2,534) (6,755) (9,289)Net result on disposal of assets (531) 443 (88)
Adjusted EBITDA (1,330) 38,180 36,850
Financial Result (77,242)
(219) (194) (413)
Loss before Income Tax (241,973)
Profit & Loss31 December 2013
Share of profit or loss of entities accounted for using the equity method
Development Property Investments
TOTAL
Segment Assets 139,804 775,996 915,799
Investment Property 20,886 689,666 710,552Property, plant and equipment - 61,639 61,639Inventories (*) 114,400 - 114,400Assets held for sale 4,425 24,691 29,116Equity method investments 93 - 93
Unallocated assets 256,046Total Assets 1,171,845
Segment Liabilities 10,388 17,334 27,722
Liabilities linked to assets held for sale 10,388 17,334 27,722
Unallocated liabilities 881,006Total Liabilities 908,728
Cash flow elements 736 2,979 3,716
Capital expenditure 736 2,979 3,716
Development Property TOTAL
Direct operating expenses arising frominvestment property that :
- generated rental income (34) (36,307) (36,341)- did not generated rental income (62) (210) (272)
Balance Sheet & Cash Flow31 December 2013
Direct Operating Expenses
Development Property Investments TOTAL
Revenue 146,467 98,239 244,706
Sale of goods 140,514 173 140,687Rent 4,092 61,983 66,075Hotels, Extended Stay & Restaurants 3 19,303 19,306Services 1,860 16,782 18,642
Net gain or loss from fair value 1,234 (8,320) (7,086)adjustments on investment propertyCost of goods sold (139,385) (1,685) (141,070)Impairments - Allowance (35,014) (9,223) (44,237)Impairments - Write-Back 486 1,066 1,552Amortization and provisions (4,673) (3,241) (7,914)Other operating results (19,299) (50,383) (69,682)
Operating Result (50,183) 26,452 (23,731)
Net gain or loss from fair valueadjustments on investment property
(1,234) 8,320 7,086
Impairments - Allowance 35,014 9,223 44,237Impairments - Write-Back (486) (1,066) (1,552)Amortization and provisions 4,673 3,241 7,914Net result on disposal of assets (1,274) (125) (1,399)
Adjusted EBITDA (13,491) 46,046 32,555
Financial Result 755
(3,857) (9,091) (12,948)
Loss before Income Tax (35,923)
Profit & Loss31 December 2012 (restated)
Share of profit or loss of entities accounted for using the equity method
Development Property Investments TOTAL
Segment Assets 288,893 858,652 1,147,545
Investment Property 24,846 757,885 782,731Property, plant and equipment - 88,738 88,738Inventories (*) 258,590 1,841 260,431Assets held for sale 5,286 1,450 6,736Equity method investments 171 8,738 8,909
Unallocated assets 240,012Total Assets 1,387,557
Segment Liabilities 9,792 - 9,792
Liabilities linked to assets held for sale 9,792 - 9,792
Unallocated liabilities 935,475Total Liabilities 945,267
Cash flow elements 620 1,674 2,294
Capital expenditure 620 1,674 2,294
Development Property Investments TOTAL
Direct operating expenses arising frominvestment property that :
- generated rental income (121) (32,721) (32,842)- did not generated rental income (105) (350) (455)
Direct Operating Expenses
Balance Sheet & Cash Flow31 December 2012 (restated)
12 months 12 months2013 2012
(restated)Revenue - -
Net gain or loss from fair value adjustments on investment property (185) (428)
Other operating expenses (23) (14)
Operating result (208) (442)
Interest expenses (723) (765)Other net financial results (196) (259)
Financial result (919) (1,025)
Profit or loss before income taxes (1,127) (1,466)
Income taxes (1) 0
Profit / (loss) of the Company after tax from discontinued operations (1,127) (1,466)
Total profit or loss attributable to:
Non controlling interests (282) (367)
Owners of the Company (846) (1,100)
Basic earnings in EUR per share (0.01) (0.02)Diluted earnings in EUR per share (0.01) (0.02)
Freeholdbuildings
Extendedstay hotels
Land bank TOTAL
Czech Republic (17,437) (7,077) (2,281) (26,795)Germany 25,403 - (805) 24,598Poland (1,793) - 110 (1,683)Croatia - - (1,382) (1,382)Hungary (24,405) - - (24,405)Slovakia (4,888) - - (4,888)Luxembourg 110 - - 110
Balance at 31 December 2013 (23,010) (7,077) (4,357) (34,444)
20132012
(restated)Joint ventures 93 171 Associates - 8,738 At 31 December 93 8,909
20132012
(restated)Joint ventures (413) (3,857) Associates - (9,091) At 31 December (413) (12,948)
20132012
(restated)At 1 January 171 4,421 Additions 62 - Share of profit /(loss) (413) (3,857) Other comprehensive income 196 (393) Disposals (64) - At 31 December (49) 171 Provisions recognised for joint ventures with a negative net asset value (142) - Carrying amount at 31 December 93 171
December December December December2013 2012 2013 2012
(restated) (restated)
Opening Balance 6,736 24,129 Opening Balance 9,792 15,890
Asset sales (600) (19,489) Repayment of loans - (15,890)Transfers to 24,690 6,736 Transfers to 17,930 9,792Transfers from (1,450) (1,528) Transfers from - -Variations (185) - Variations - -Scope Exit - (3,150) Scope Exit - -Translation differences (75) 38 Translation differences - -
Closing Balance 29,116 6,736 Closing Balance 27,722 9,792
Liabilities linked to assetsheld for sale
Assets held for sale
-
-
-
-
-
-
Gross amount Amortisation and Impairments
Net amount
Balance at 1 January 2012 (restated) 22,568 (9,121) 13,447Increase 1,520 - 1,520Assets sales and scraps (1,663) 1,033 (630)Allowance - Write-back - (1,655) (1,655)Translation difference 803 (342) 461
Balance at 31 December 2012 (restated) 23,228 (10,083) 13,145
Increase 1,660 - 1,660Assets sales and scraps (1,201) - 1,046 (155)Allowance / Write-back - (3,126) (3,126)Transfer (0) 976 976Translation difference (551) 362 (189)
Balance at 31 December 2013 23,136 (10,825) 12,310
Balance as at31 December 2012
(restated)
Variation Impairments Transfer Translationdifferences
Balance as at 31 December 2013
Prepayment tax and social security 2,099 4,305 - 9 (44) 6,368Operating loans 92 4 - 9 (0) 105Accrued assets 17,051 895 - 799 (389) 18,355Other current assets 3,752 (181) (391) 571 (42) 3,710Accrued interests 1,285 1,232 - (2,305) (23) 188Advance payment for work in progress 301 (236) - (7) (9) 50
Total other current assets 24,579 6,019 (391) (925) (507) 28,776
-
-
-
Balance as at1 January 2012
(restated)
Variation Impairments Transfer Translationdifferences
Balance as at31 December 2012
(restated)
Prepayment tax and social security 893 1,166 - (26) 66 2,099Operating loans 116 (31) - 0 7 92Accrued assets 21,957 (5,081) - (2) 177 17,051Other current assets 7,157 (2,842) (713) 11 139 3,752Accrued interests 1,769 1,189 - (1,697) 23 1,285Advance payment for work in progress 390 (107) - - 18 301
Total other current assets 32,282 (5,707) (713) (1,714) 431 24,579
Non-current bonds
Convertible bonds Non Convertible bonds and New Notes
Total
Balance at 1 January 2012 (restated) 64,383 98,995 163,378
Reclassification from convertible to non convertible bonds (64,383) 64,383 -Sales Own bonds 3,059 3,059Interest Safeguard Bonds 25,382 25,382Interest New Notes 2,049 2,049Transfer from short term to long term 122,248 122,248Transfer from long term to short term (261) (261)Redemption premium OG bonds 25,025 25,025Coupon capitalized OG bonds 4,004 4,004Exchange of 84.5 % of OG bonds at book value (109,129) (109,129)Conversion as at 03.09.2012 into New Shares (89.90%) (190,693) (190,693)Exchange as at 04.10.12 against New Notes (40,977) (40,977)Recognition of New Notes 55,108 55,108
Balance at 31 December 2012 (restated) - 59,193 59,193
Interest on Safeguard Bonds 413 413Interest on New Notes 10,561 10,561Transfer from long term to short term on Safeguard Bonds (321) (321)Transfer of accrued interest on New Notes (3,636) (3,636)Repayment on New Notes (420) (420)Others (799) (799)
Balance at 31 December 2013 - 64,992 64,992
Description ISIN CODE Number of bonds
Book value per Bond
Total value of bonds
Nominal value per Bond
Total Nominal value of
bonds
% of nominal
SHH Bonds XS0223586420 8,843 14 123,271 26 230,183 17%
Convertible bonds 2006-2013 FR0010249599 106 333 35,298 686 72,727 19%
Czech Bond CZ0000000195 7 217,548 1,522,836 366,367 2,564,569 23%
Convertible bonds 2006-2013 FR0010333302 6,381 74 470,599 138 880,578 22%
OBSAR 2 XS0291838992 �/ XS0291840626 74 688 50,912 1,464 108,329 21%
OBSAR OG XS0302623953 62 700 43,400 676 41,912 8%
Total 15,473 2,246,316 3,898,297 18%
Non-current liabilities - Financial debts Bank loan Other non-current borrowings Total
Balance at 1 January 2012 (restated) 182,720 10,992 193,712
Issue of new loans and drawdowns 274,510 131 274,641Repayments of loans (555) (2,954) (3,509)Scope exit - (945) (945)Repayments upon sales (40,372) - (40,372)Transfers (18,493) (2,325) (20,818)Translation differences 4,594 893 5,487
Balance at 31 December 2012 (restated) 402,404 5,792 408,196
Issue of new loans and drawdowns 4,745 40 4,785Repayments of loans (3,635) (8,026) (11,661)Merger - 1 1Transfers (103,136) 2,563 (100,573)Translation differences (5,248) (196) (5,444)
Balance at 31 December 2013 295,130 174 295,304
-
-
-
-
-
-
Current liabilities - Financial debts and Liabilities linked to assets held for sale
Long-term Debt - current part
Other current borrowings
Bank loans and Other borrowings linked to
assets held for sale
Total
Balance at 1 January 2012 (restated) 619,646 369 8,062 628,077
Issue of new loans and drawdowns 439 148 - 587
Repayments of loans (307,405) (388) (8,062) (315,855)
Repayments upon sales (102,828) - - (102,828)
Scope exit (5,103) - - (5,103)
Transfers 12,714 - 6,844 19,558
Translation differences 5,261 26 - 5,287
Balance at 31 December 2012 (restated) 222,724 155 6,844 229,723
Issue of new loans and drawdowns 9,693 2,758 - 12,451Repayments of loans (43,983) (80) - (44,063)Transfers 87,223 (2,801) 16,080 100,502Translation differences (2,649) 1 - (2,648)
Balance at 31 December 2013 273,008 33 22,924 295,965
-
-
-
-
-
-
-
At 31 December 2013 Note Less than one year
1 to 3 years 3 to 5 years More than 5 years
Total Unaccrued liabilities
Bonds 19.3 - 36,525 26,576 1,891 64,992 17,272
Financial debts 19.3 - 57,961 234,379 2,964 295,304Bank loans - 57,788 234,379 2,964 295,131
Bank loans fixed rate - 11 600 - 611Bank loans floating rate - 57,777 233,779 2,964 294,520
Other non-current borrowings - 173 - - 173
Sub-total - Non current - 94,486 260,955 4,855 360,296
Current bonds 19.4 321 - - - 321
Financial debts 19.4 273,041 - - - 273,041Bank loans - current part 273,008 - - - 273,008
Bank loans fixed rate 14,274 - - - 14,274Bank loans floating rate 258,734 - - - 258,734
Other current borrowings 33 - - - 33
6/11 22,924 - - - 22,924Bank loans 20,464 - - - 20,464Other borrowings 2,460 - - - 2,460
Sub-total - Current 296,286 - - - 296,286
Total 296,286 94,486 260,955 4,855 656,582(*) Includes only the financial debts.
Borrowings linked to liabilties held for sale (*)
Note Less than one year
1 to 3 years 3 to 5 years More than 5 years
Total Unaccrued liabilities
Bonds 19.3 - 14,011 43,144 2,038 59,193 19,380
Financial debts - 44,166 347,257 16,773 408,196
Bank loans 19.3 - 44,166 347,257 10,981 402,404
Bank loans fixed rate - 1,060 1,073 7,466 9,599 Bank loans floating rate - 43,106 346,184 3,515 392,805
Other non-current borrowings - - - 5,792 5,792
Sub-total - Non current - 58,177 390,401 18,811 467,389
Current bonds 19.4 261 - - - 261
Financial debts 222,879 - - - 222,879
Bank loans - current part 19.4 222,724 - - - 222,724
Bank loans fixed rate 5,182 - - - 5,182
Bank loans floating rate 217,542 - - - 217,542 Other current borrowings 155 - - - 155
6/11 6,844 - - - 6,844 Bank loans 4,349 - - - 4,349 Other borrowings 2,495 - - - 2,495
Sub-total - Current 229,984 - - - 229,984
Total 229,984 58,177 390,401 18,811 697,373 (*) Includes only the financial debts.
At 31 December 2012 (restated)
Borrowings linked to liabilties held for sale (*)
Principal Accrued Interest
Total Principal Accrued Interest
Total
Long-term loans presented in short-term 68,934 851 69,785 - - -
due to Non repayment 9,036 - 9,036 - - - due to Administrative breach (*) 59,898 851 60,749 - - -
Short-term loans in breach 160,449 8,525 168,974 136,945 1,623 138,568due to Financial covenant breach (**) 29,833 87 29,920 25,237 100 25,337due to Non repayment 130,616 8,438 139,054 96,526 797 97,323due to Financial and administrative breach and/or non repayment (*) (**) - - - 15,182 726 15,908
20,464 - 20,464 4,349 - 4,349
Total Loans in Breach 249,847 9,376 259,223 141,294 1,623 142,917
(*) Financial covenant is a standard for the financial strength and performance of the borrower.(**) Administrative covenant requires the borrower to fulfill certain conditions or which forbids the borrower from undertaking certain actions.
At 31 December 2013 At 31 December 2012 (restated)
Total loans linked to assets held for sale
31 December 2013 31 December 2012(restated)
Interest rate derivatives - current assets 29 20
Interest rate derivatives - current liabilities (1,244) (6,446)
Net derivatives (1,215) (6,426)
At 31 December 2012
(restated)
Scope Exit Variation Allowance Write-Back Transfer FX adjust. At 31 December 2013
Retirement obligations 10,810 - (140) - - - - 10,670Other provisions 10,877 (14) - 3,012 (2,840) 340 (61) 11,314Other long term liabilities 12,710 - 144 - - (11,089) (313) 1,453
Total provisions and other long term liabilities 34,397 (14) 4 3,012 (2,840) (10,749) (374) 23,436
At 1 January 2012
(restated)
Variation Allowance Write-Back Transfer FX adjust. At 31 December 2012
(restated)
Retirement obligations 9,083 1,727 - - - - 10,810Other provisions 3,962 - 7,941 (1,124) 42 55 10,877Other long term liabilities 1,280 11,264 - - (21) 188 12,710
Total provisions and other long term liabilities 14,326 12,990 7,941 (1,124) 21 243 34,397
2013 2012 (restated)
Beginning of the year 10,810 9,083
Interest cost 335 408
Actuarial gains(losses) (16) 1,739
Benefits paid (459) (420)
End of the year 10,670 10,810
31 December 2013 31 December 2012
Discount rate 3.26% 3.17%
Future salary increases n.a n.a
Future pension increases 2.00% 2.00%
Defined benefit obligation as of December 2013 10 670
Significant actuarial assumptions as of December 2013
Parameters Original value
Sensitivity analysis
Effect on DBO
Discount rate 3,26% 0,09% 10 792Discount rate 3,26% -0,09% 10 549
Less than1 month
Between 1 and 6 months
Between 6 months and
1 year
TOTAL
Financial debts & Current bonds 191,073 13,282 69,007 273,362Trade payables 15,721 2,297 4,407 22,425Advance payments 246 2,561 31,080 33,887Derivative instruments - - 1,244 1,244Other current liabilities 11,782 8,051 38,987 58,819
31 December 2013 218,822 26,191 144,725 389,737
Other current liabilities as at December 2013 58,819
Other non-financial current liabilities 25,825of which Tax and income tax 18,093of which Social & Payroll 2,066of which Provisions 5,667
Other financial current liabilities 11,782 8,051 13,161 32,993
Less than1 month
Between 1 and 6 months
Between 6 months and
1 year
TOTAL
Financial debts & Current bonds 56,264 108,746 58,130 223,140Trade payables 4,015 8,814 12,741 25,570Advance payments 2,474 4,697 25,383 32,554Derivative instruments 6,446 - - 6,446Other current liabilities 24,620 9,437 11,913 45,970
31 December 2012 (restated) 93,819 131,694 108,167 333,680
Other current liabilities as at December 2012 45,970
Other non-financial current liabilities 19,018of which Tax and income tax 11,834of which Social & Payroll 1,986of which Provisions 5,198
Other financial current liabilities 5,602 9,437 11,913 26,952
31 December 2013 31 December 2012 Variation Notes(restated)
Provisions for pension scheme - 11 (11) 20Provisions for other risks and charges (172) (4,863) 4,690 20
Total Provisions (172) (4,851) 4,679
Impairment of Intangible Assets (53) (610) 557 7Impairment of Hotels and owner occupied buildings (25,551) (7,014) (18,537) 9Impairment of Fixtures and Fittings (850) 300 (1,150) 12Impairment of Inventories (133,012) (33,149) (99,863) 14Impairment of Trade Receivables (2,551) (1,415) (1,137) 3.1.2Impairment of Other Current Assets (393) (713) 320 16
Total Impairments (162,410) (42,600) (119,810)
Amortisation of Intangible assets (1,126) (451) (675) 7Amortisations of Hotels and owner occupied buildings (827) (739) (88) 9Amortisation of Fixtures and Fittings (2,276) (1,956) (320) 12
Total Amortisation (4,229) (3,146) (1,082)
Total Amortisation, Impairments & Provisions (166,812) (50,598) (116,214)
---
-
-
-
31 December 2013 31 December 2012 Variance(restated)
Change in carrying value of liabilities at amortised cost - 74,092 (74,092)Impairment of long-term receivables (44,305) - (44,305)Change in fair value and realized result on derivative instruments 5,060 (1,284) 6,344Change in fair value and realized result on other financial assets (11,862) (15,831) 3,969Other net finance results (3,477) (2,552) (925)Realized result on repayment of borrowings 14,891 - 14,891
Total (39,693) 54,425 (94,118)
-
-
-
December 2012
Scope Variation
Variation Other Changein %
Currency translation
December 2013
DTAAt Closing
DTLAt Closing
Intangible assets (2,152) - (4) - - - (2,156) 1 (2,157)Tangible assets (86,782) 123 (3,650) - (80) (365) (90,753) 25,913 (116,666)Financial assets (12,655) - 9,363 (41) (271) (75) (3,679) 23,964 (27,644)Inventories 5,204 711 27,272 254 (7) (7) 33,428 35,883 (2,454)Current assets (5,309) (1) 1,611 267 (68) 7 (3,492) 3,436 (6,928)Equity (272) - - - (3) 1 (275) - (275)Provisions (778) (119) (531) 258 (6) (6) (1,183) 934 (2,117)Long term debts (7,100) - (610) 80 (158) (16) (7,805) 4,471 (12,276)Current debts 1,431 - (525) (161) (5) (4) 735 1,264 (529)DTA derecognition (42,366) 19 (43,414) (1,199) (59) 895 (86,124) (86,124) -Recognized loss carried forward 51,123 (66) 2,015 542 655 (191) 54,078 54,078 -
Total deferred taxes (99,656) 667 (8,473) - (2) 239 (107,226) 63,820 (171,046)
Deferred tax assets 353 313Deferred tax liabilities (100,009) (107,537)
December 2011
Scope Variation
Variation Other Changein %
Currency translation
December 2012
DTAAt Closing
DTLAt Closing
Intangible assets (2,153) - 1 - - - (2,152) 5 (2,157)Tangible assets (95,790) (7,694) 1,180 15,040 125 358 (86,782) 13,769 (100,550)Financial assets (21,964) (1,231) (428) 10,965 3 - (12,655) 15,417 (28,073)Inventories (4,093) 3,712 1,810 3,857 (13) (68) 5,204 11,336 (6,132)Current assets (8,479) 456 2,613 98 - 4 (5,309) 1,879 (7,188)Equity (235) - - (35) - (3) (272) - (272)Provisions (1,117) (409) 788 (26) - (15) (778) 792 (1,571)Long term debts (9,249) - (1,830) 3,883 - 97 (7,100) 4,882 (11,982)Current debts 1,183 (327) (1,481) 1,972 15 68 1,431 2,002 (571)DTA derecognition - 1,606 (8,123) (35,754) - (95) (42,366) (42,366) -Recognized loss carried forward 50,778 3,837 (2,870) - (123) (499) 51,123 51,123 -
Total deferred taxes (91,119) (50) (8,340) - 7 (153) (99,656) 58,839 (158,496)
Deferred tax assets - 353Deferred tax liabilities (91,119) (100,009)
Profit or Loss before tax (243,100) (37,390)
(-) Profit or Loss before tax from discontinued operations 1,127 1,466
Profit or Loss before tax from continued operations (241,973) (35,923)
Tax calculated at domestic rates applicable to profits in the respective countries 42,774 1,628
Tax effects of:Equity investments results reported net of tax 74 192 Untaxed gains or losses 22,965 24,316 Undeductible charges and interests (6,280) (1,278) Temporary differences (70,370) (34,149) Other income tax 360 132 Remeasurement of deferred tax - Change in tax rates (2) 7 Adjustments in respect of prior years 31 (406)
Income tax expense recognised in profit or loss from continued operations (10,449) (9,558)
2012 (restated)
2013
At 31 December 2013Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total
Unused tax losses 15,925 82,105 25,782 982,364 1,106,176
Expiry date
31 December 2012(restated)
At the beginning of the period 106,885,588 16,737,951Shares issued 107,840,962 17,053,866Treasury shares (955,374) (315,915)
Weighted average movements 3,071,303 34,386,417Issue of new shares 2,283,105 34,600,970Treasury shares 788,198 (214,553)
.Weighted average outstanding shares for thepurpose of calculating the basic earnings per share 109,956,891 51,124,368
Weighted average outstanding shares for thepurpose of calculating the diluted earnings per share 109,956,891 51,124,368
Net loss attributable to the Equity holders of the Company (227,027) (41,883)
Net loss attributable to the Equity holders of the Companyafter assumed conversions / exercises (227,027) (41,883)
Total Basic earnings in EUR per share (2.06) (0.82)o/w continuing operations (2.06) (0.80)
o/w discontinued operations (0.01) (0.02)
Diluted earnings in EUR per share (2.06) (0.82)o/w continuing operations (2.06) (0.80)
o/w discontinued operations (0.01) (0.02)
31 December 2013
Share capital
Authorized capital not issued
Number Share Shareof shares Capital premium
Balance at 31 December 2011 17,053,866 69,921 418,688
Capital increase of 14th of May 2012 18,361,540 75,283 710Capital increase of 3 of September 2012 64,577,483 264,768 225,150Capital increase of 28th of September 2012 7,848,073 32,177 949
Balance at 31 December 2012 107,840,962 442,148 645,497
Capital decrease of 4th of February 2013 (226,466)Capital increase of 28th of August 2013 6,666,667 13,333 1,667
Balance at 31 December 2013 114,507,629 229,015 647,164
Securities giving access to equity (warrants)
Average exercice Number ofprice in EUR options
Outstanding at the beginning of the year 75.60 60,000
Exercised - -Cancelled (75.60) (60,000)
Outstanding at the end of the year 0.00 0
Company Country Currency Activity 31.12.2013 31.12.2012Blue Yachts, d.o.o. Croatia HRK Hospitality 39.58% 39.58%Obonjan Rivijera d.d. Croatia HRK Development 56.55% 56.55%Orco Adriatic, d.o.o. Croatia HRK Hospitality 100.00% 100.00%Orco Razvoj, d.o.o. Croatia HRK Development 100.00% 100.00%Suncani HVAR Croatia HRK Hospitality 56.55% 56.55%Larevaco (sold) Cyprus EUR Management services 0.00% 100.00%Valley Water Investment BVI (sold) Cyprus EUR Management services 0.00% 100.00%BCC - Brno City Center, a.s. Czech Republic CZK Property investments 100.00% 100.00%Belgicka-Na Kozacce, s.r.o. (merged) Czech Republic CZK Development 0.00% 100.00%Beta Development, s.r.o. (sold) Czech Republic CZK Development 0.00% 100.00%Bubenská 1, a.s. Czech Republic CZK Property investments 100.00% 100.00%Bubny development, s.r.o. Czech Republic CZK Development 100.00% 100.00%Byty Podkova, a.s. Czech Republic CZK Development 100.00% 100.00%Darilia a.s. Czech Republic CZK Development 100.00% 100.00%Development Doupovská, s.r.o. Czech Republic CZK Development 75.00% 75.00%Development Prazska s.r.o. Czech Republic CZK Development 100.00% 100.00%Estate Grand, s.r.o. Czech Republic CZK Development 100.00% n/aHagibor Office Building, a.s. Czech Republic CZK Property investments 100.00% 100.00%Industrial Park Stribro s.r.o. Czech Republic CZK Property investments 100.00% 100.00%IPB Real, s.r.o. Czech Republic CZK Development 100.00% 100.00%Jihovychodni Mesto, a.s. Czech Republic CZK Development 75.00% 75.00%Megaleiar, a.s. Czech Republic CZK Development 100.00% 100.00%Na Porící, a.s. Czech Republic CZK Property investments 100.00% 100.00%Nupaky, a.s. Czech Republic CZK Development 100.00% 100.00%Oak Mill, a.s. Czech Republic CZK Development 100.00% 100.00%OFFICE CENTER HRADCANSKÁ, a.s. Czech Republic CZK Property investments 100.00% 100.00%ORCO ESTATE, s.r.o. (merged) Czech Republic CZK Development 0.00% 100.00%Orco Financial Services, s.r.o. Czech Republic CZK Development 100.00% 100.00%Orco Praga, s.r.o. Czech Republic CZK Development 75.00% 75.00%Orco Prague, a.s. Czech Republic CZK Management services 100.00% 100.00%Pachtuv Palac, s.r.o. Czech Republic CZK Hospitality 100.00% 100.00%První Kvintum Praha, a.s. (sold) Czech Republic CZK Development 0.00% 100.00%Rubeška Development, s.r.o. Czech Republic CZK Development 100.00% n/aSeattle, s.r.o. Czech Republic CZK Development 100.00% 100.00%T-O Green Europe, a.s. Czech Republic CZK Development 100.00% 100.00%TQE Asset, a.s. Czech Republic CZK Development 100.00% 100.00%V Mezihori Czech Republic CZK Development 100.00% 100.00%Zeta Estate a.s Czech Republic CZK Development 100.00% 100.00%Vinohrady s.a.r.l. France EUR Management services 100.00% 100.00%Brillant 1419 GmbH & Co. Verwaltungs KG Germany EUR Management services 100.00% 100.00%Gebauer Höfe Liegenschaften GmbH Germany EUR Property investments 5.02% 5.02%Ariah Kft. Hungary HUF Property investments 100.00% 100.00%CWM 35 Kft. Hungary HUF Property investments 100.00% 100.00%Energy Trade Plus Kft Hungary HUF Property investments 100.00% 100.00%Meder 36 Kft. Hungary HUF Property investments 100.00% 100.00%ORCO Budapest Rt. Hungary HUF Property investments 100.00% 100.00%ORCO Development Kft. Hungary HUF Property investments 100.00% 100.00%ORCO Hungary Kft. Hungary HUF Property investments 100.00% 100.00%Orco Vagyonkezelo Kft. Hungary HUF Management services 100.00% 100.00%ORR Kft. Hungary HUF Property investments 100.00% 100.00%Vaci 1 Kft. (formerly Yuli Kft.) Hungary HUF Property investments 100.00% 100.00%Vaci 190 Projekt Kft. Hungary HUF Property investments 100.00% 100.00%Capellen Invest S.A. Luxembourg EUR Property investments 100.00% 100.00%CEREM S.A. Luxembourg EUR Management services 100.00% 100.00%
% Shareholding
Company Country Currency Activity 31.12.2013 31.12.2012Endurance Hospitality Asset Sàrl Luxembourg EUR Hospitality 88.00% 88.00%Endurance Hospitality Finance Sàrl Luxembourg EUR Hospitality 88.00% 88.00%Endurance Real Estate Management Company Sàrl Luxembourg EUR Management services 100.00% 100.00%OPG Invest. Lux S.A. Luxembourg EUR Management services 100.00% 100.00%Orco Germany S.A. Luxembourg EUR Development 58.48% 98.02%Orco Property Group S.A. Luxembourg EUR Management services 100.00% 100.00%ORCO Russian Retail S.A. Luxembourg EUR Property investments 100.00% 100.00%Valley Investment SARL (liquidated) Luxembourg EUR Property investments 0.00% 100.00%Diana Property SP. z.o.o. Poland PLN Property investments 100.00% 100.00%Orco Enterprise Sp.z o.o. Poland PLN Development 100.00% 100.00%Orco Logistic Sp.z o.o. Poland PLN Property investments 100.00% 100.00%Orco Poland Sp.z.o.o. Poland PLN Management services 100.00% 100.00%Orco Project Sp.z o.o. Poland PLN Development 100.00% 100.00%Orco Property Sp.z o.o. Poland PLN Development 93.59% 91.12%Szczecin Project sp. z.o.o. Poland PLN Development 75.00% 75.00%ORCO Development, s.r.o. Slovakia EUR Development 100.00% 100.00%ORCO Estates, s.r.o. Slovakia EUR Property investments 100.00% 100.00%Orco Residence, s.r.o. Slovakia EUR Development 100.00% 100.00%ORCO Slovakia, s.r.o. Slovakia EUR Management services 100.00% 100.00%
% Shareholding
Company Country Currency Activity 31.12.2013 31.12.2012Dienzenhoferovy sady 5 s.r.o. Czech Republic CZK Hospitality 44.00% 44.00%Janáčkovo nábřeží 15, s.r.o. Czech Republic CZK Hospitality 44.00% 44.00%Mamaison Management s.r.o. Czech Republic CZK Hospitality 44.00% 44.00%Orco Hotel Ostrava, a.s. Czech Republic CZK Hospitality 44.00% 44.00%Orco Hotel Riverside, s.r.o. Czech Republic CZK Hospitality 44.00% 44.00%Orco Property Start a.s. Czech Republic CZK Hospitality 44.00% 44.00%Residence Belgicka, s.r.o. Czech Republic CZK Hospitality 44.00% 44.00%SV Fáze II, s.r.o. Czech Republic CZK Development 50.00% 50.00%SV Fáze III, s.r.o. Czech Republic CZK Development 50.00% n/aTyrsova 6, a.s. Czech Republic CZK Hospitality 44.00% 44.00%Valanto Consulting, a.s. Czech Republic CZK Hospitality 44.00% 44.00%Brillant 1419. Verwaltungs GmbH Germany EUR Management services 49.00% 49.00%Orco Hotel Management Kft. Hungary HUF Hospitality 44.00% 44.00%Orco Hotel Rt. Hungary HUF Hospitality 44.00% 44.00%Ozrics Kft. Hungary HUF Hospitality 44.00% 44.00%Residence Izabella Rt. Hungary HUF Hospitality 44.00% 44.00%Hospitality Invest Sàrl Luxembourg EUR Hospitality 44.00% 44.00%Kosic Sàrl Luxembourg EUR Development 50.00% 50.00%MMR Russia S.A. Luxembourg EUR Hospitality 44.00% 44.00%Uniborc S.A. Luxembourg EUR Development 20.00% n/aDiana Development Sp.z.o.o. Poland PLN Hospitality 44.00% 44.00%Orco Hospitality Services Sp.z o.o. Poland PLN Hospitality 44.00% 44.00%Orco Hotel Development Sp. z o.o. Poland PLN Hospitality 44.00% 44.00%Orco Hotel Project Sp.z o.o. Poland PLN Hospitality 44.00% 44.00%Orco Investment Sp.z o.o. Poland PLN Hospitality 44.00% 44.00%Orco Warsaw Sp.z o.o. Poland PLN Hospitality 44.00% 44.00%Orco Pokrovka Management o.o.o. Russia RUB Hospitality 44.00% 44.00%MaMaison Brastislava, s.r.o. in EUR Slovakia EUR Hospitality 44.00% 44.00%
% Shareholding
Company Country Currency Activity 31.12.2013 31.12.2012Elb Loft BAU Hamburg - Gmbh (merged) Germany EUR Development n/a 100.00%Gebauer Höfe Liegenschaften GmbH Germany EUR Property investments 94.98% 94.98%GSG 1. Beteiligungs GmbH Germany EUR Property investments 99.75% 100.00%GSG Asset GmbH & Co. Verwaltungs KG Germany EUR Property investments 99.75% 100.00%GSG Gewerbehöfe Berlin 1. GmbH Co. KG Germany EUR Property investments 99.75% n/aGSG Gewerbehöfe Berlin 2. GmbH Co. KG Germany EUR Property investments 99.75% n/aGSG Gewerbehöfe Berlin 3. GmbH Co. KG Germany EUR Property investments 99.75% n/aGSG Gewerbehöfe Berlin 4. GmbH Co. KG Germany EUR Property investments 99.75% n/aGSG Gewerbehöfe Berlin 5. GmbH Co. KG Germany EUR Property investments 99.75% n/aGSG Gewerbesiedlungs-Gesellschaft mbH Germany EUR Property investments 99.75% 99.75%Hofnetz und IT Services GmbH Germany EUR Development 99.75% 99.75%Isalotta GP GmbH & Co. Verwaltung KG Germany EUR Property investments 94.99% 94.99%Knorrstrasse 119 Gmbh & Co KG (merged) Germany EUR Development n/a 50.00%Knorrstrasse 119 Verwaltungs GmbH (merged) Germany EUR Development n/a 50.00%Orco Berlin Invest GmbH Germany EUR Development 100.00% 100.00%Orco erste PEG mbH (merged) Germany EUR Development n/a 100.00%Orco Grundstücks- u. Bet.ges.mbH Germany EUR Property investments 100.00% 100.00%Orco Immobilien Gmbh Germany EUR Development 100.00% 100.00%ORCO Projektentwicklung GmbH (merged) Germany EUR Development n/a 100.00%Orco Vermietungs- und Services GmbH (merged) Germany EUR Property investments n/a 100.00%Solar GSG Berlin GmbH Germany EUR Property investments 99.75% n/aVivaro GmbH & Co. Grundbesitz KG Germany EUR Development 94.34% 94.34%Vivaro GmbH & Co. Zweite Grundbesitz KG Germany EUR Development 100.00% 94.34%Vivaro Vermögensverwaltung GmbH Germany EUR Development 100.00% 100.00%Wertpunkt Real Estate Experts GmbH (former Orco-GSG Unternehmensförderungs- und -beratungs GmbH)
Germany EUR Property investments 99.75% 100.00%
Endurance HC Beta SARL (liquidated) Luxembourg EUR Development n/a 100.00%Endurance HC Gamma SARL (liquidated) Luxembourg EUR Development n/a 100.00%Orco Germany Investment S.A. Luxembourg EUR Renting 100.00% 100.00%
% Shareholding
New and amended standards adopted by the Group in 2012
The following new standard has been issued by the IASB but is not adopted by the European Union
The following new standards, new interpretations and amendments to standards and interpretations are adopted by the European Union, not compulsory before the financial year beginning 1 January 2013 and have not been early adopted by the Group:
Change in accounting policy & classification
Prior-Period adjustment
-
-
-
-
-
-
Operating lease
Finance lease
Operating lease
Finance lease
-
-
-
Expiring w ithin one year 756 4,000
Expiring after one year 49,424 29,533
Total 50,180 33,533
-
-
-
-
-
-
-
-
-
- 17,9189,466 -
17 2064,486 -25,203 -
738,600-
26,085 -
- 46,787 46,787- 29 29
36,145 - 36,14566,666 - 66,66637,095 - 37,095
5,994 5,9941,153,261 1,153,261
- 41,153 41,15316,366 - 16,366
Per rate type Min Max Min Max Min Max Discount rate 5.5% 17.0% 5.3% 17.0% 6.5% 11.8%Capitalization yield 7.0% 15.3% 5.4% 19.1% 5.8% 13.0%Cap rate 5.6% 18.0% 5.3% 17.0% 5.3% 9.0%
Per asset typeMin Max Min Max Min Max
Hospitality NA NA 7.5% 11.0% 10.0% 17.0%Berlin portfolio NA NA 5.6% 8.3% 5.5% 9.6%Central Europe portfolio 7.0% 15.3% 7.5% 18.0% 7.3% 13.0%
Capitalization yield Cap rate Discount rate
2012 2011 2010
Figures in EUR Million
DR - 25 bps DR + 25 bps ECR - 25 bps ECR + 25 bpsBerlin Portfolio 9.43 (9.25) 9.03 (8.50) Central Europe Portfolio 4.05 (3.94) 3.57 (3.34) Total 13.48 (13.19) 12.60 (11.84) DR : Discount rate, ECR : Exit Capitalization Rate
Portfolio Discount Rate Exit Cap Rate
-
-
-
-
142,74266,49931,42118,898
Prior-period adjustment:
40,14968,48830,01418,951
-
-
-
-
-
-
-
-
-
-
-
-
-
C a rr ying v a lue o f te rm e d o u t b o nd s
Fa ir va lu e of ter m ed ou t bo n ds
C a r ryin g v alu e o f O G b o nd s
F a ir v a lu e of O G b on d s
B o nd s a s a t 3 1 D ec e m be r 2 01 1 1 85 ,7 6 4 1 68 ,2 7 8 1 2 0 ,6 9 1 1 18 ,2 4 8
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(*) 9.678 KEUR are strictly related to the financial debt, 9.792 presented in balance sheet includes 114 KEUR trade payables
-
-
-
-
-
-
-
-
-
-
In Euro
---
Share capital
Number Capital Shareof shares premium
Balance at 31 December 2010 14,053,866 57,621 403,988
Capital increase 3,000,000 12,300 14,700
Balance at 31 December 2011 17,053,866 69,921 418,688
Capital increase of 14th of May 2012 18,361,540 75,283 710Capital increase of 3d of September 2012 64,577,483 264,768 225,150Capital increase of 28th of September 2012 7,848,073 32,177 949
Balance at 31 December 2012 107,840,962 442,148 645,497
Authorized capital not issued
Average exercice Number of Average exercice Number ofprice in EUR options price in EUR options
Outstanding at the beginning of the year 75.60 60,000 75.60 60,000
Exercised - - - -Expired (75.60) (60,000) - -
Outstanding at the end of the year 0.00 0 75.60 60,000
-
-
-
-
-
-
-
PRIVATE & CONFIDENTIAL
REPORT AND VALUATION AS AT 30 JUNE 2015 Prepared on behalf of ORCO Property Group
ORCO Property Group Portfolio Czech Republic Hungary Luxembourg Poland Comprising 26 assets
DTZ Florentinum Na Florenci 2116/15 110 00 Prague 1 Czech Republic
PRIVATE & CONFIDENTIAL
CONTE NTS | Pa ge i
Table of Contents
SUMMARY OVERVIEW 1
1 INTRODUCTION 2
2 INSPECTIONS 2
3 COMPLIANCE WITH RICS VALUATION STANDARDS 2
4 STATUS OF VALUER AND CONFLICTS OF INTEREST 2
5 PURPOSE OF THE VALUATION 3
6 DISCLOSURES 3
7 REPORT FORMAT 3
8 BASIS OF VALUATION 3
9 VAT 4
10 ASSUMPTIONS AND DEFINITIONS 4
11 MARKET COMMENTARY 10
12 VALUATION 47
13 CONFIDENTIALITY AND DISCLOSURE 48
Appendix A: Summary Table
Appendix B: Property Proformas
Appendix C: Argus Exports
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 1
SUMMARY OVERVIEW We are of the opinion that the Market Value of the freehold or leasehold interests in the Property as at 30 June 2015, subject to assumptions and comments in this report and appendices is:- Location Property Market Value (EUR)
CZ
Benice 1B 835,000 Benice 1C 268,000 Benice 2-5 5,484,000 Bubenská 1 9,407,000 Bubny 51,945,000 Děčín 253,000 Doupovská 1,290,000 Grand Hotel Špindlerův Mlýn 1,602,000 Industrial Park Stříbro 1,100,000 Košík I a II 110,000 Košík IIIA 20,000 Košík IIIB 12,130,000 Košík IIIC 3,030,000 Nupaky 3,744,000 Office Center Praha - Hradčanská 13,498,000 Palác Archa Praha 39,790,000 Praga 9,131,000
Czech republic OPG assets in total 153,637,000
HU V188 Offices 6,800,000 V190 Offices 1,400,000
Hungary OPG assets in total 8,200,000 LUX Capellen Office Building 21,930,000 Luxembourg OPG assets in total 21,930,000
PL
Diana property 4,730,000 Klonowa Aleja 340,000 Krakow 3,390,000 Marki - Excess Land 3,232,000 Marki property 2,420,000 Szczeczin 3,320,000
Poland OPG assets in total 17,432,000 OPG portfolio 201,199,000
Detailed Summary Table is attached at the Appendix A of this report. Property proformas of individual Property valuations are attached at Appendix B of this report.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 2
Jiří Dedera ORCO Prague, a.s. Na Poříčí 1047/26 Prague 1 110 00 Czech Republic
In Prague, 7. August 2015
DTZ Czech Republic, a.s.
Na Florenci 2116/15 110 00 Prague 1 Czech Republic
Tel: +420 226 209 100
Fax: +420 222 322 134
www.dtz.com
Client: ORCO Prague Property: Portfolio comprising 26 assets located in the Czech Republic, Hungary, Luxembourg and Poland
1 Introduction In accordance with your instructions we have inspected the above properties owned by Orco Property Group (and/or its subsidiaries) (the “Client”), referred to the appendices, in order to advise you of our opinion on Market Value of the freehold or leasehold interests in each of the properties as at 30 June 2015. The OPG portfolio comprises 26 properties located in the Czech Republic, Hungary, Luxembourg and Poland.
2 Inspections The properties were inspected during the period from September 2014 to July 2015. Inspection dates for individual properties can be found in the Summary Table which is attached at Appendix A of this report.
3 Compliance with RICS Valuation Standards This is an internationally accepted standard of valuation and is compliant with the requirement of the International Valuation Standards Council for a valuation prepared under the International Financial Reporting Standards. We confirm that the valuation has been prepared in accordance with the appropriate sections of the Valuation Professional Standards January 2014 (the "Red Book").
4 Status of valuer and conflicts of interest We confirm that we have sufficient current knowledge of the relevant markets, and the skills and understanding to undertake the valuations competently. We also confirm that where more than one valuer has contributed to the valuations, the requirements of Professional Standards of the Red Book have been satisfied.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 3
We confirm that Karel Klečka MRICS has overall responsibility for the valuation. Finally, we confirm that we have undertaken the valuation acting as an External Valuer, qualified for the purpose of the valuation. We confirm that we have no current, anticipated or previous recent involvement (such as property/asset management or investment agency) and with any of the subject properties other than in connection with the provision of valuation reports as described below.
5 Purpose of the Valuation We understand that the valuations are required for IFRS purposes as at 30 June 2015. Therefore, we have made certain disclosures in connection with this valuation instruction and our relationship with the Client. These are included in item 6 below.
6 Disclosures 6.1 DTZ's relationship with client
DTZ has previously provided Valuation Reports for the Client in respect of the properties for financial reporting purposes and DTZ has also previously provided valuation reports to financial institutions in respect of some of the properties for secured lending purposes.
6.2 Instruction Management Since October 2013, Karel Klečka MRICS is the signatory of the Valuation Reports provided to the Client. DTZ Czech Republic supported by DTZ International Valuation Team based in London has been carrying out this valuation instruction for the Client for a continuous period since 2011. The overall management and coordination of the valuation process in terms of provision of information and reporting was undertaken by DTZ Valuation in Prague.
6.3 Fee income from the Client DTZ Debenham Tie Leung was a UGL Company until 5 November 2014. In UGL's financial year ending 30 June 2014, the proportion of fees payable by the Client to the total fee income of UGL was less than 5%. DTZ became a stand alone, private global property services company on 5 November 2014, following the sale to TPG Capital Management. DTZ's financial year end is 30 June. We anticipate that the proportion of fees payable by the Client to DTZ in the financial year to 30 June 2015 will remain at less than 5%.
6.4 DTZ involvement in any of the properties in the previous 12 months DTZ has received no introductory fee/acquisition fee in respect of any of the properties during the 12 months prior to the date of valuation.
7 Report format The appendices to this Valuation Report comprise details of the properties and our valuations as well as detailed Argus calculations for each of the property.
8 Basis of valuation In accordance with Client’s instructions, we have undertaken our valuation on the basis of Market Value of the Property.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 4
We have set out the definition of the Market Value in the current Section (‘Assumptions and definitions’) of this Valuation Report. Our opinion of the Market Value of the Property has been primarily derived using the investment, residential and comparable methods of valuation. Our Valuation Report is subject to our standard Valuation Conditions and Assumptions. In the event that any of our Assumptions prove to be incorrect then our valuation should be reviewed.
8.1 Market Value The value of each of the properties has been assessed in accordance with the relevant parts of the RICS Valuation – Professional Standards January 2014 ("the Red Book"). In particular, we have assessed Market Value in accordance with Valuation Practice Statement 4.1.2. Under IVS Framework paragraph 29, the term "Market Value" refers to “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."
8.2 Taxation and costs We have not made any adjustments to reflect any liability to taxation that may arise on the disposals, not for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposals.
9 VAT The capital valuations and rentals included in this Valuation Report are net of value added tax at the prevailing rate.
10 Assumptions and definitions 10.1 Valuation conditions and Assumptions
These are the conditions and Assumptions upon which our valuations and reports are normally prepared and form an integral part of our appointment together with our related Engagement Letter and DTZ Terms and Conditions. Unless otherwise referred to in this Valuation Report these conditions and Assumptions apply to the valuation that is the subject of this Valuation Report. We have made certain Assumptions in relation to facts, conditions or situations affecting the subject of, or approach to, our valuation that we have not verified as part of the valuation process but rather, as referred to in the Glossary to the RICS Valuation – Professional Standards 2014 ("the Red Book"), have treated as “a supposition taken to be true”. In the event that any of these Assumptions prove to be incorrect then our valuation will need to be reviewed. For some of the properties within the portfolio we have been instructed by the Client to use a Special Assumption. All Special Assumptions are clearly stated in the individual property reports.
10.1.1 Condition of structure and services
It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 5
Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services. Due regard has been paid to the apparent state of repair and condition of the Property, but a condition survey has not been undertaken, nor have woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the Property is structurally sound or are free from any defects. We have made an Assumption that the Property is free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may have been mentioned in the body of our Valuation Report. We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious materials have been used in the construction or any alterations, and therefore we cannot confirm that the Property are free from risk in this regard. For the purposes of this valuation, we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition in any of the above. We have not carried out an asbestos inspection while completing the valuation inspection of the Property. No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the sites where the Property are located are sufficient to support the buildings constructed thereon. We have also made an Assumption that there are no services on, or crossing the sites in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of the Property. No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage, are provided and are functioning satisfactorily. It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinions as to value, that the Client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services.
10.1.2 Plant and Machinery
No allowance has been made for any items of plant or machinery not forming part of the service installations of the building. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with any of the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools.
10.1.3 Goodwill
No account has been taken in our valuation of any business goodwill that may arise from the present occupation of the Property.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 6
10.1.4 Floor areas and inspections
Where we were not instructed to measure and calculate the floor areas, we have applied floor areas provided. We have made an Assumption that these areas have been measured and calculated in accordance with the current Code of Measuring Practice prepared by the Royal Institution of Chartered Surveyors.
10.1.5 Statutory requirements and planning
We have made an Assumption that the building has been constructed in full compliance with valid town planning and building regulations approvals. Similarly, we have also made an Assumption that the Property is not subject to any outstanding statutory notices as to its construction, use or occupation. Unless our enquiries have revealed to the contrary, we have made a further Assumption that the existing use of the Property is duly authorised or established and that no adverse planning condition or restriction applies.
10.1.6 Leasing
We have not reviewed leases or related documents with regard to the tenants in this building. However, a tenancy schedule has been provided to us. We have made an Assumption that all information within the tenancy schedule is correct. We have not undertaken investigations into the financial strength of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise advised, we have also made an Assumption that there are no material arrears of rent or service charges or breaches of covenants, current or anticipated tenant disputes. However, our valuation reflects the type of tenants actually in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market's general perception of their creditworthiness.
10.1.7 Information
We have made the Assumption that the information provided and respective professional advisers in respect of the Property we have valued is both full and correct. We have made the Assumption that details of all matters relevant to value within your and their collective knowledge, such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions, have been made available to us, and that such information is up to date.
10.1.8 Taxation and VAT
No adjustment has been made to reflect any non-tax costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal. Our valuation figure for the Property is that receivable by the willing seller excluding stamp duty, if applicable.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 7
10.2 Definitions of bases of valuations
10.2.1 Market value
Market Value as defined in the Valuation Practice Statement 4.1.2 of the RICS Valuation – Professional Standards 2014 ("the Red Book") and applying the conceptual framework which has been settled by the International Valuation Standards Council (IVSC). Under IVS Framework paragraph 29, the term "Market Value" The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."
The conceptual framework settled by the IVSC is set out in paragraphs 30-35 of the IVS Framework and is reproduced below:-
"31. The definition of market value shall be applied in accordance with the following conceptual framework: (a) "the estimated amount" refers to a price expressed in terms of money payable for the asset in an arm's length market transaction. Market value is the most probable price reasonably obtainable in the market on the valuation date in keeping with the market value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of special value; (b) "an asset should exchange" refers to the fact that the value of an asset is an estimated amount rather than a predetermined amount or actual sale price. It is the price in a transaction that meets all the elements of the market value definition at the valuation date; (c) "on the valuation date" requires that the value is time-specific as of a given date. Because markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made; (d) "between a willing buyer" refers to one who is motivated, but not compelled to buy. This buyer is neither over eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than in relation to an imaginary or hypothetical market that cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present owner is included among those who constitute "the market"; (e) "and a willing seller" is neither an over eager or a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the asset at market terms for the best price attainable in the open market after proper marketing, whatever that price may be. The factual circumstances of the actual owner are not a part of this consideration because the willing seller is a hypothetical owner; (f) "in an arm's length transaction" is one between parties who do not have a particular or special relationship, eg parent and subsidiary companies or landlord and tenant, that may make the price level
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 8
uncharacteristic of the market or inflated because of an element of special value. The market value transaction is presumed to be between unrelated parties, each acting independently; (g) "after proper marketing" means that the asset would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonable obtainable in accordance with the market value definition. The method of sale is deemed to be that most appropriate to obtain the best price in the market to which the seller has access. The length of exposure time is not a fixed period but will vary according to the type of asset and market conditions. The only criterion is that there must have been sufficient time to allow the asset to be brought to the attention of an adequate number of market participants. The exposure period occurs prior to the valuation date; (h) "where the parties had each acted knowledgeably, prudently" presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the asset, its actual and potential uses and the state of the market as of the valuation date. Each is further presumed to use that knowledge prudently to seek the price that is most favourable for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the valuation date, not with benefit of hindsight at some later date. For example, it is not necessarily imprudent for a seller to sell assets in a market with falling prices at a price that is lower than previous market levels. In such cases, as is true for other exchanges in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time; (i) "and without compulsion" establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it. 32. The concept of market value presumes a price negotiated in an open and competitive market where the participants are acting freely. The market for an asset could be an international market or a local market. The market could consist of numerous buyers and sellers, or could be one characterised by a limited number of market participants. The market in which the asset is exposed for sale is the one in which the asset being exchanged is normally exchanged (see paras 16 to 20 above). 33. The market value of an asset will reflect its highest and best use. The highest and best use is the use of an asset that maximises its productivity and that is possible, legally permissible and financially feasible. The highest and best use may be for continuation of an asset's existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. 34. The highest and best use of an asset valued on a stand-alone basis may be different from its highest and best use as part of a group, when its contribution to the overall value of the group must be considered. 35. The determination of the highest and best use involves consideration of the following: (a) to establish whether a use is possible, regard will be had to what would be considered reasonable by market participants, (b) to reflect the requirement to be legally permissible, any legal restrictions on the use of the asset, eg zoning designations, need to be taken into account, (e) the requirement that the use be financially feasible takes into account whether an alternative use that is physically possible and legally permissible will generate sufficient return to a typical market
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 9
participant, after taking into account the costs of conversion to that use, over and above the return on the existing use.
10.2.2 Market Rent
Market Rent as defined in Valuation Professional Standard January 2014 of the Red Book. Under Valuation Practice Statement 4.1.3 the term "Market Rent" means "The estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion". Whenever Market Rent is provided the "appropriate lease terms" which it reflects should also be stated. The commentary from the Red Book is reproduced below.
"1. The definition of market rent is a modified definition of market value; paragraphs C10 and C11 in IVS 230 provide additional commentary. 2. Market rent will vary significantly according to the terms of the assumed lease contract. The appropriate lease terms will normally reflect current practice in the market in which the property is situated, although for certain purposes unusual terms may need to be stipulated. Matters such as the duration of the lease, the frequency of rent reviews and the responsibilities of the parties for maintenance and outgoings will all impact the market rent. In certain states, statutory factors may either restrict the terms that may be agreed, or influence the impact of terms in the contract. These need to be taken into account were appropriate. 3. Valuers must therefore take care to set out clearly the principal lease terms that are assumed when providing market rent. If it is the market norm for lettings to include a payment or concession by one party to the other as an incentive to enter into a lease, and this is reflected in the general level of rents agreed, the market rent should also be expressed on this basis. The nature of the incentive assumed must be stated by the valuer, along with the assumed lease terms. 4. Market rent will normally be used to indicate the amount for which a vacant property may be let, or for which a let property be may relet when the existing lease terminates. Market rent is not a suitable basis for settling the amount of rent payable under a rent review provision in a lease, where the actual definitions and assumptions have to be used."
10.3 Equivalent yields There are references in this Valuation Report to both NEY (Ann in arr) and TEY (Qly in adv). These terms are defined as follows:- NEY (Ann in arr) = Nominal equivalent yield (annually in arrears). In order to calculate a NEY (Ann in arr) it is assumed that the rental is paid annually in arrears, even though this is not actually the case. TEY (Qly in adv) = True equivalent yield (quarterly in advance). In order to calculate a TEY the actual timing of the rental payments is reflected, so that if rent is payable quarterly in advance the term TEY (Qly in adv) is used.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 10
11 Market commentary 11.1 Czech Republic
11.1.1 Economic Overview
The Czech economy grew by 2% in 2014 mainly driven by the export-oriented processing industry helped by strengthening external demand. Last year’s industrial production as well as retail sales volumes surpassed the peak levels from 2008 for the first time. Consumer confidence also exceeded the levels recorded in 2008. Strengthening domestic demand significantly contributed to growth aided by looser monetary and fiscal policy as well as improvements on the labour market. In Q1 2015 GDP growth accelerated to 3.9% y-o-y, which is the fastest annual growth since 2008. The rise is partially influenced by a change in methodology, but key economic prospects remain favourable. The Czech GDP should grow by 2.6% this year. Increasing public investments will be the main drivers of growth. Private consumption should be boosted by lower oil prices and low inflation, which will support households’ real incomes and spending.
GDP Growth at constant prices, %
Source: Oxford Economics
External demand will continue to be supportive of Czech growth in 2015/16, helped by recovering demand in Germany. However, there are downside risks to this view. After very strong growth in 2014, German imports from the Czech Republic decelerated in Q1 2015, driven in turn by China’s slowing demand for German exports. Czech exports to Russia and Ukraine, although only 5% of total exports prior to the crisis, are also serving as a drag, having decreased by 48% and 57% y/y respectively in Q1 due to recession in these countries and sharp depreciation of their currencies compared to the same period last year. The impacts of a default and a potential “Grexit” from the Eurozone could negatively affect economic development, it is however too early to estimate the extent of the negative influence. Direct impact should be marginal as the Czech banking sector is healthy with almost no exposure to Greek debt and could cope with some short-term turbulence on the financial markets. The Czech currency could be weakened temporarily as a result of increased risk awareness of investors. Around 80% of Czech exports are directed to the Eurozone, therefore any longer term economic repercussions resulting in a decrease in external demand would affect the Czech export-oriented economy.
-6
-4
-2
0
2
4
Czech Republic Eurozone
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 11
CPI Inflation and ILO unemployment, %
Source: Oxford Economics
CPI Inflation reached 0.7% in May 2015 and is forecast to stay close to zero in 2015 (0.2%) compared to 0.3% recorded in 2014, while adjusted inflation excluding fuels remains well within the 1% lower bound of the Czech National Bank’s inflation target. The Central Bank indicated that it will continue with exchange rate controls at least until the second half of 2016. Consumer expenditure should grow by 2.7 % this year in comparison with 1.7 % last year thanks to low inflation and a projected 2.8 % increase in wages. The unemployment rate should continue decreasing during 2015 to 6.7 % down by one percentage point year on year.
11.1.2 Czech Republic Office Market Overview
New supply & Take-up
Total stock exceeded the threshold of 3 million sq m, made up of 68% A class and 32% B class properties, top quality AAA class offices represent 11% of the total stock. After decreases in annual supply in the years 2009-2013, a renewed construction boom was seen in the last two years, whereby annual supply in 2015 should reach the highest level since 2008 with projected new supply of 183,500 sq m.
Annual supply, sq m
Source: DTZ, PRF
0123456789
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015f 2016f
Unemployment rate Inflation
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 12
Gross take-up last year reached a record level with 331,800 sq m, while net take-up totaled 200,000 sq m. Gross take-up (including renegotiations and subleases) reached 70,800 sq m in Q1 2015, down by 37% on the previous quarter and 3% more than in the same period last year. Net take-up reached 42,400 sq m in the first three months of 2015, 44% down on the previous quarter and 8% on the same period last year.
Gross and net take-up by quarter, sq m
Source: DTZ, PRF
Demand continues to focus on established office zones such as Prague 4, 5 and 8 as can be seen on the chart below showing historical allocation of new leases in Prague districts. The highest new leasing activity in Q1 2015 was recorded in Prague 4 (61%) followed by Prague 5 (19%) and Prague 7 (8%). Renegotiation represent on average around 40% of total leasing activity.
Net take-up by Prague district in 2005-Q1 2015, sq m
Source: DTZ, PRF
0
20,000
40,000
60,000
80,000
100,000
120,000
Gross take-up Net take-up
14%
2%3%
29%
17%
5%
6%
16%
5% 3%Prague 1
Prague 2
Prague 3
Prague 4
Prague 5
Prague 6
Prague 7
Prague 8
Prague 9
Prague 10
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 13
Net absorption was negative in Q1 2015 (-36,100 sq m), meaning that more space was vacated than occupied. Last year the Prague office market absorbed around 100,000 sq m.
Vacancy & Rents
In Q1 2015 the vacancy rate continued increasing, as a result of new additions to office stock and increasing vacancies in older offices, to 17.1% from 15.3% in the previous quarter. This represents 521,800 sq m of vacant office space.
Vacancy rate by district, %
Source: DTZ, Prague Research Forum
The vacancy rate increased most markedly in Prague 10 by 10 percentage points due to the relocation of Vodafone and in Prague 5 by 4.9 percentage points mainly due to the newly completed project Metronom (29,900 sq m) which was added to stock without secured pre-leases. The highest vacancy rate can still be found in Prague 7 (35.9%), followed by Prague 2 (23.6%). Net absorption was negative (-36,100 sq m), meaning that more space was vacated than occupied.
0%
5%
10%
15%
20%
25%
30%
35%
40%
Q1 2014 Q1 2015
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 14
Prime headline office rents in the Prague districts, €/sq m/month
Source: DTZ Prime headline rents in the city centre stand at €18.50-19.50 per sq m per month. Rents stand at €15.00-17.00 in the inner city and at €13.00-14.50 in the outer city.
Pipeline
There was ca. 206,300 sq m of office space in various stages of active construction or refurbishment. Additionally, ca. 34,000 sq m are on hold and awaiting pre-leases. In Q1 2015 construction was launched on Classic 7 Phase III (6,300 sq m) in Prague 7, Park Radlice (6,400 sq m) in Prague 5 and City Deco (13,200 sq m) in Prague 4. The highest amount of office space under construction can be found in Prague 4 (101,400 sq m), followed by Prague 8 (37,700 sq m) and Prague 5 (33,400 sq m). Of the supply under construction, 33% was pre-leased. In 2015 up to 183,700 sq m could be completed; the highest post-crisis annual new supply.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 15
Supply pipeline, sq m
Source: DTZ, Prague Research Forum
Prague - projects under construction
Building Planned delivery
Area (sq m) Developer
Space available (sq m)
Asking office Rents sq
m/month (€)
BB Centrum Delta 2015 32,535 Passerinvest Group 2,927 13,90-14,25
Enterprise OC 2015 29,069 Erste Group Immorent 17,961 14,90-15,50
Aviatica 2015 27,000 Penta Investments 27,000 13,50
Corso Court 2015 17,266 Skanska 7,653 15,00
Nová Palmovka 2016 16,687 Metrostav Alfa 10,932 13,50
Green Line 2015 13,682 Karimpol 13,682 14,80-15,50
Crystal 2015 12,828 GES REAL 7,745 14,50-15,90
Park Radlice 2016 6,400 Red Group 2,238 Not yet
Palác Národní 2016 7,655 Sebre 7,655 Not yet
Classic 7 phase III 2016 6,300 AFI 6,300 13,50
City Deco 2017 13,216 S+B Gruppe 13,216 15,50-16,50
Source: DTZ, Prague Research Forum
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 16
11.1.3 Czech Republic Residential Market Overview
The recent evolution of the CEE residential markets can be separated into four stages of development. The EU accession of most countries in the region between 2004 and 2007 generated confidence in both domestic and foreign demand and thus determined banks’ lending attitudes - leading to an initial housing boom. Secondly, as early as May 2007, the subprime crisis had its first impact on the CEE markets and caused an out-flow of foreign investment capital. Thirdly, starting in October 2008, the credit crunch started to affect the region leading to a decline in domestic demand. Finally, we have seen a continuous recovery of the residential sector after September 2010 onwards and recently supported by historically low interest and improving economic prospects strong demand for residential purchases. In terms of economic factors, there is a clear distinction between the development prospects of the CEE countries in the years to come. The Czech Republic is forecast to see positive GDP figures in 2015 (2.6%) followed by 2.9% in 2016. This should boost demand for housing in the coming years. The proportion of privately owned housing in the Czech Republic is already high and it has surpassed 75%. One key indicator that shows the level of interest in the residential market is the mortgage market. The demand for residential housing has been decreasing since 2009. A decreased interest in the purchase of residential housing was clearly demonstrated by the annual decrease in the volume of mortgage loans and overall loans granted into the residential sector. The Czech Republic has experienced a significant increase in the volume of mortgage loans granted in 2011–2013. The volume of mortgages in 2014 accounted for 143 billion CZK, representing a 4% decrease on 2013, however still above the long term average. Around 80% of customers still purchase their property through mortgage loans. On the other hand, it is questionable what percentage of these mortgages represents refinancing from previous years as they are included in the total volume. According to Czech National Bank data refinancing represents 23% of the total.
The volume of granted mortgage loans and residential loans (CZK billion)
Source: MMR, Hypoteční banka There are three possible reasons for the stabilization of the total volume level of mortgage loans: (i) a continual decline in the interest rates of mortgage loans; (ii) refinancing of older mortgage loans from the peak period (2006-2008); (iii) intensive marketing activity of developers.
0
20
40
60
80
100
120
140
160
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 17
Average mortgage interest rates 2003 – 2015
Source: Hypoindex
At the end of 2008 mortgage loans as a financial tool were impacted by an increase in interest rates attached to the loans. The average mortgage rate at the end of 2008 was about 5.8% and during 2009 decreased to 5.5%. Since the beginning of 2010 there has been an accelerated decrease of the interest rate to slightly above 2% in 2014. When compared to other nearby countries the Czech mortgage market is reasonably strong. The price remains the main decisive factor when buying residential property. The crisis significantly contributed to the lack of confidence of domestic buyers and the excess of supply over demand. This has taught buyers to be more selective, more insistent on their demands and to negotiate on price. Although buyers were increasingly considering quality, price and related value for money, if the property was in a good location, had practical interior design, an appropriate level of standard and set a realistic price, it faced no difficulties in finding buyers. Supported by historically low interest rates, favourable lending conditions with higher LTV ratios, the willingness of banks to finance and positive economic outlook demand for residential purchases has accelerated. Recent data from Q1 2015 on granted mortgages show that 38.5 billion CZK were granted on mortgages, which is a historical record.
Supply
There were 23,900 dwellings completed in the Czech Republic in 2014 (the lowest number since 2001). The decrease in residential supply is mainly caused by a decline in household demand; a lack of bank financing for development and relative saturation of the residential markets in terms of supply.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 18
Residential construction in the Czech Republic
Source: CSO, DTZ
According to the Population and Housing Census from 2001 there were 551,243 dwelling units in Prague. In 2011 496,911 apartments were permanently occupied. Within this category 63,642 apartments were found in family houses and 430,234 in apartment houses. Since 2001 Prague has experienced strong residential development with 63,948 apartments completed in 2002–2010. Construction activity started dropping at the end of 2009 to its low in 2011, the lowest since the 2001 census. In 2012 construction activity slightly increased but again saw a drop in 2013. During 2014 4,725 apartments were completed in Prague, up by 23% y-o-y, and 4,480 apartments were started, representing an increase of 34% on 2013. This translates into 3.6 apartments completed per 1,000 inhabitants.
Apartments completed per 1,000 inhabitants in Prague
Source: CSO, DTZ In the last few years, most developments in Prague have concentrated on locations such as Prague 4, Prague 5, Prague 9 and Prague 10. Recently, Prague 8 has entered the residential market with 2,300 apartments planned, representing 10,6% of the new supply pipeline and closely following Prague 5.
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
Dwellings completed Dwellings started
0
1
2
3
4
5
6
7
8
9
2006 2007 2008 2009 2010 2011 2012 2013 2014
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 19
The residential market in other urban areas consists mainly of smaller new projects, renovated housing (panelaks) and stand alone family houses. The largest projects concentrate in decentralized areas such as Barrandov (Ekospol), Stodůlky (FINEP) and Nové Butovice (Trigema) in Prague 5, Kyje (Ekospol) and Letňany (Trigema) in Prague 9, Hostivař (FINEP) and Nové Měcholupy (Ekospol, Central Group) in Prague 10, and Újezd in Prague 11 (Skanska Reality). Central Group intends to launch a new project in Žižkov, Prague 3 and in Kamýk, Prague 4. Skanska Reality will launch another phase of a larger project in Modřany, Prague 4 (121 apartments). According to Ekospol the total pipeline in Prague amounts to over 22,000 apartments.
Sales Prices
Residential sales prices in Prague have experienced a significant decrease in the last five years. Prices grew until mid-2008 followed by a sober 2009. In 2010, new projects and increasing competition resulted in downward pressure on residential prices; this trend has continued until today. According to Lexxus, prices have dropped between 2008 and 2010 by around 20%. According to information by the Czech Statistical Office sales prices of older apartments reached an average of CZK 48,214/ sq m excluding VAT in Prague during 2008–2010, while new flats reached an average price of CZK 52,743/sq m during the same period. During 2011 residential prices decreased at a slower pace by only around 3% and recorded an increase in 2012 of ca. 5-10% caused primarily by the increase of the VAT rate and artificial increases in certain projects. Prices grew slightly during 2014 in all segments, most of all in the family house segment. The engine of the price growth is Prague, Brno, Pilsen, the Olomouc Region and the South Bohemian Region. A very slight year-on-year drop was recorded in the Zlin Region and the Usti nad Labem Region according to the ARTN Trend report 2015. Annual sales climbed to 5 950 new flats. This is a year-on-year increase of 18% in comparison with 2013. The stock of available apartments was 6,750 units as of December 2014. Current average prices of new apartments in Prague stand at ca. CZK 50,000-52,000 per sq m excluding VAT for good quality projects in attractive locations. For the lower segment, prices stand at around CZK 40,000 – 50,000/ sq m. The most expensive projects target prices over CZK 200,000 per sq m.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 20
Indices of realised prices of new apartments
Source: Czech Statistical Office; * 2010 = 100
The average price of available apartments grew in Q4 2014 by 0.5% in comparison with Q3 2014, and it currently is CZK 61,857 including VAT/sq m. The market has shown long-term sales growth, and the same trend can be seen when looking at the development of the average price for sq m. The price was 1% higher at the end of 2014 than the price calculated in the end of the previous year according to statistics provided by Trigema.
11.1.4 Czech Republic Industrial Market Overview
Stock
In Q1 2015 39,900 sq m of storage space were completed, the total industrial stock thus increased to 5.14 million sq m. Out of that 2 million sq m were situated in the Greater Prague Area. There were more than 411,000 sq m of storage space under construction, of that around 90% were pre-leased at the end of Q1 2015. More than half of the space is under construction in the Greater Prague area, followed by the Plzeň and Hradec Králové region. In Q1 2015 construction was launched among others on Building HR4 in CTPark Hranice (12,500 sq m), Building BP16 in CTPark Plzeň for MOL Logistics (10,200 sq m) and Building H6 for Nika Chrudim in P3 Liberec (7,600 sq m).
95.0
96.0
97.0
98.0
99.0
100.0
101.0
102.0
103.0
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 21
Annual new supply, sq m
Source: DTZ, Industrial Research Forum
Take-up
Gross take-up (including renegotiations) amounted to 238,100 sq m in Q1 2015, this represents a decrease of 45% compared to the previous quarter, when however a record leasing transaction was concluded by Amazon (133,000 sq m). In an annual comparison gross take-up dropped by 13%. Net take-up amounted to 190,900 sq m, 50% down on Q4 2014 but 40% up on Q1 2014. Expansions of existing, operating companies accounted for 29% of gross take-up, new leases in existing space recorded a share of 27%. Pre-leased space accounted for 24% and renegotiations took a 20% share. Manufacturing companies had the highest share on net take-up with a share of 63%, followed by 3PLs (23%) and distribution companies (14%). Largest volumes of new leases were recorded in the Greater Prague area and the surrounding of Plzeň and Ostrava.
Gross and net take-up, sq m
Source: DTZ, Industrial Research Forum
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
050,000
100,000150,000200,000250,000300,000350,000400,000450,000500,000
Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015
Gross take-up Net take-up
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 22
Net take-up by owner in Q1 2015, sq m
Source: DTZ, Industrial Research Forum
Net take-up by region in Q1 2015, sq m
Source: DTZ, Industrial Research Forum
39%
13%11%
11%
11%
9%6%
CTP Invest
P3
VGP
Contera
Prologis
Uno
Other
23%
16%
14%14%
9%
9%
7%4%
3% 1% Greater Prague
Plzeň region
Moravia-Silesia region
South Moravia region
Central BohemiaregionÚstí nad Labem region
Liberec region
Olomouc region
Vysočina region
Pardubice region
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 23
Major deals in Q1 2015
Property Region Size (sq m) Tenant Sector Deal Type
VGP Park Plzeň Pilsen region 21,800 Confidential Production Pre-lease
CTPark Ostrava Moravia-Silesia 20,300 Grupo Antolin Production Renegotiation,
expansion Uno Park Mladá Boleslav
Central Bohemia 13,000 Confidential 3PL New
occupation Business Park Ostrava
Moravia-Silesia 11,900 Adler Czech Distribution Pre-lease
CTPark Kadaň Ústí nad Labem 8,800 Bilka Production New
occupation
Source: DTZ, Industrial Research Forum
Vacancy & Rents
The vacancy rate in the Czech Republic registered a quarterly decrease of 50 bps to 7.8% reflecting 402,500 sq m of vacant modern industrial space. The Hradec Králové region (15.9%) and Pardubice region (14.3%) count among the regions with highest vacancy rates. The Greater Prague area recorded a vacancy rate of close to the country average at 8.0%.
Vacancy rate, %
Source: DTZ, Industrial Research Forum
Prime headline rents for modern logistics space have remained static at €3.80-4.25 per sq m per month. The effective rent including the rent free period ranged from €3.20 to €3.90 per sq m per month.
4
5
6
7
8
9
10
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 24
Czech Republic industrial stock, vacancy and asking rents in Q1 2015
Source: DTZ
11.1.5 Investment Market
The key driver of investment activity in the region and the Czech Republic is the weight of capital. Amid low interest rates and close to zero yields on non-risky assets, investors turn to real estate in the search for yields, supported by favourable financing conditions. Thanks to the strong start of the year and the pipeline of investment transactions we anticipate another successful year. Investment volumes could approach a new record, if all deals in negotiations will complete. The retail sector is likely to continue to be attractive. Investors also increasingly look at value - add investment opportunities as a result of yield compression in the core plus and core segment
Investment volume by sector, € m
Source: DTZ
0100200300400500600700800900
1,000
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2013 2014 2015
Office Retail Mixed use Industrial Hotel Residential
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 25
The Q1 total investment volume of €915 million was the second highest quarterly result ever recorded in the market and the strongest ever first quarter. Compared with Q1 2014 this was three times higher and almost twice the level of Q4 2014. The strong result was largely influenced by the sale of Palladium shopping and office centre (€570 m), the largest transaction volume ever recorded on a single property sale. The investment activity was thus dominated by retail and mixed use investments with a 78% share of the total volume. Additional notable retail transactions include the acquisition of the portfolio of 72 retail assets by Peakside Capital Advisors and Campus Square Brno by CBRE GI. The hotel investment market is also reviving with Diplomat Center in Plzeň and Europort Airport Centre in Prague anchored by Marriott Courtyard hotels and complementary office and retail space sold by CA Immo, and hotel Jury´s Inn in Prague 8 sold by Avestus Real Estate. The only industrial transaction was the acquisition of Panattoni Park Prague Airport by AEW Europe.
Investment volume by source of capital in Q1 2015, € m
Source: DTZ
Continued strong investment activity has pushed yields further down and capital values up. Prime industrial properties yield 7% (-50bps). Prime office properties achieve yields of 5.75% (-25bps). Prime yields for high street retail have compressed sharply already in 2014 and thus remained stable in Q1 2015. Further yield compression is likely during the remainder of the year.
Major investment deals in Q1 2015
Property Vendor Vendor Nationality
Purchaser Purchaser Nationality
Price (€ m)
Palladium Hannover Leasing
Germany Union Investment Real Estate
Germany 570
Panattoni Park Prague Airport
Panattoni United States
AEW Europe European 150
Portfolio of 72 retail assets
Atrium European Real Estate
Austria Peakside Capital Advisors
European 70
Campus Square Brno
AIG Lincoln United Kingdom
CBRE Global Investors
International Confidential
Source: DTZ
62%
24%
6%6%
2%
Germany
European
Czech Republic
International
Undisclosed
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 26
11.2 Hungary
11.2.1 Economic Overview
The preliminary estimate indicated that real GDP growth slowed to 0.6% on the quarter in Q1, a result that confounded our and most others’ more optimistic estimates. However, historical revisions to growth during H2 2014 meant that the overall implication of the new figures for growth this year was neutral. No detail on the expenditure breakdown is yet available, but separate data from the Central Statistics Office suggests that investment is likely to have been the key drag on growth. The public sector accounted for most of the recorded decline, reflecting a reduction in EU-funded projects. Looking ahead, we have become marginally more upbeat regarding growth prospects this year. Recent trade and industrial production data have consistently surprised on the upside, perhaps indicating a greater than- expected impact from the upturn in Eurozone activity. As a result, we have raised our GDP growth forecast for this year to 3% from 2.8% before.
Main economic indicators for Hungary
Source: Oxford Economics, DTZ
Finally, the government’s unorthodox economic strategy received a further boost this month due to an upgraded outlook for Hungarian sovereign debt by Fitch. The move paves the way for Hungarian bonds to be returned to investment grade over the next 18 months.
Forecast for Hungary (Annual percentage changes unless specified)
2013 2014 2015 2016 2017 2018 Domestic Demand 1.1 4.3 4.8 3.3 2.3 2.1
Private Consumption -0.1 1.6 3.1 3.2 2.0 1.8 Fixed Investment 5.2 11.7 1.2 3.5 3.1 2.8 Stockbuilding (% of GDP) -2.5 -2.3 -0.1 0.3 0.4 0.5 Government Consumption 3.2 2.4 1.5 1.2 1.5 1.6
Exports of Goods and Services 5.9 8.7 5.7 5.1 5.2 4.9 Imports of Goods and Services 5.9 10.0 7.5 6.0 5.7 5.3 GDP 1.7 3.6 3.0 2.6 1.9 1.8 Industrial Production 1.4 7.1 5.7 3.0 3.6 3.2 Consumer Prices 1.7 -0.2 0.2 2.5 3.2 2.9 Current Balance (% of GDP) 4.0 4.1 4.2 3.7 3.1 2.3 Government Budget (% of GDP) -2.5 -2.6 -2.7 -2.8 -2.7 -2.6 Current Account ($bn) 5.39 5.69 5.09 4.59 4.12 3.32 Trade Balance ($bn) 4.67 3.59 4.82 4.97 4.81 4.64 Short-Term Interest Rates (%) 4.32 2.41 1.85 2.39 3.63 4.43 Exchange rate (Per Euro) 297.0 308.7 305.1 300.1 293.8 287.1
Source: Oxford Economics
-20
-15
-10
-5
0
5
10
15
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015F
2016F
GDP CPI Industrial production Unemployment rate
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 27
In a widely-anticipated move, the Monetary Policy Council (MPC) cut interest rates by a further 15bp at its May meeting. We have retained our forecast for a further cut of 15bp in June, followed by a pause for the remainder of the year. But recent communication has fueled speculation of further cuts. However, inflation has begun to pick up with recent prints having surprised on the upside. In our view, with the economy now operating close to full capacity, it is a stretch to argue that the current monetary policy stance is too tight to allow inflation to return to target in the medium term. However, the risk of further cuts this year has risen in the past month.
11.2.2 Office Market Overview
Office market Q4 2014 Q1 2015 Directional outlook New supply (sq m) 19,000 -
Demand (sq m) 117,000 64,010
Vacancy rate (%°) 16.2 15.7
Prime rents (€/sq m/month) 14-16
Source: BRF, DTZ
Supply
no new completion in Q1 2015 two office projects in the pipeline for 2015 over 3 million sq m modern office stock
Development activity remains low, 95,000 sq m is currently in the pipeline to be delivered in the next two years. Nearly 80% of the office new supply is located on Váci út corridor. Modern office stock in Budapest stands at 3.23 million sq m, including 2,587,800 sq m of rental stock and 642,300 sq m of owner-occupied stock. Budapest Research Forum, where DTZ is a member, has carried out an annual review of the office stock resulting in a negative correction totalling nearly 8,000 sq m.
Office stock by completion year, in sq m
Source: BRF, DTZ
Supply of larger areas within modern office schemes is becoming scarce. Due to the time required to complete new office centres and a general reluctance of developers to launch projects on speculative basis, occupiers increasingly need to take a long term view when commencing a relocation or major expansion project. They shall take into account the lead in time for property selection, negotiation and delivery of the project as well.
0
200,000
400,000
600,000
800,000
1,000,000
1990-1995 1996-2000 2001-2005 2006-2010 2011-2015
Available Occupied
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 28
Demand
64,000 sq m was let in Q1 2015 share of new deals was the highest relatively small average deal size
Demand in Q1 2015 was slightly less (by 5%) than the 5-year average of the first quarters’ lettings. 64,010 sq m was transacted, only half of the record level registered previous quarter. New deals comprised over 27,000 sq m, out of which 8,000 sq m was signed by companies relocating within stock. Renewals made up 31% of the take-up, while expansions took 19% of the quarterly demand. Net take-up (new deals, relocations from outside stock and expansions) totaled 31,200 sq m, 49% of the total demand. One owner-occupied deal was registered for 4,680 sq m, 7% of the demand. 165 deals were closed with an average size of 388 sq m. This equals to the level of Q1 2014. The business services sector retained its leading position in terms of take-up, with an outstanding 37% market share. Companies in the IT/hi-tech/telecom sector followed with 20% share, while the industrial sector represented 12% of the total demand. The highest share of demand was registered on the largest office sub-market, Váci út corridor, representing 24% of the demand in Q1 2015. Inner Pest followed with 20% market share and Central Buda with 12%. Net absorption totalled 13,960 sq m, with Váci út corridor accounting for 9,220 sq m.
Major office indicators
Source: DTZ
Vacancy
competitive rents in the CEE region average grade A headline at €10.5 – €12.5
Grade A office buildings with excellent technical specifications and in prime locations offer office spaces at headline rents ranging between €14 and €16 per sq m per month. From a global point of view, Budapest is one of the most affordable office locations in Europe. Rental levels are below the European market average, and good infrastructure and excellent human resources make Budapest a favorable choice in the region.
0%
5%
10%
15%
20%
25%
30%
0
40,000
80,000
120,000
160,000
200,000
2012 Q1 2012 Q3 2013 Q1 2013 Q3 2014 Q1 2014 Q3 2015 Q1
New supply Demand Rental vacancy rate Overall vacancy rate
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 29
Rents
the market is stabilizing average grade A headline at €10.5 – €12.5
Grade A office buildings with excellent technical specifications and in prime locations offer office spaces at headline rents ranging between €14 and €16 per sq m per month. From a global point of view, Budapest is one of the most affordable office locations in Europe. Rental levels are below the European market average, and good infrastructure and excellent human resources make Budapest a favourable choice in the region.
Budapest office sub-markets
Source: DTZ Research
11.2.3 Investment market
Volume
2014 was characterized by turbulent investment activity, with several larger deals closed in addition to numerous smaller transactions. Investment volume in Hungary totalled €480 million, 70% above 2013 figure.
28 investment transactions were closed, the highest number recorded during the past 5 years. 2014 was characterized by turbulent investment activity, with several larger deals closed in addition to numerous smaller transactions. Investment volume in Hungary totaled €480 million, 70% above the 2013 figure.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 30
Investment volume in Hungary, € million
Source: DTZ Research
Owner occupied deals added an additional €50 million to the total volume, while off-market, market and opportunistic deals accounted for a further €69 million. The largest transaction was the sale of a 50% share in Allee shopping and office center to Nationale Nederlanden for about €95 million. This was followed by the Hotel Intercontinental deal sold to Al Habtoor group for €65 million and the recently completed landmark office building Eiffel Palace, bought by the National Bank for over €45 million. The trend towards smaller transactions continues as the average transaction size reached €17 million in 2014. Only 7 out of 28 investment transactions were closed for over €20 million. Hotel transactions totalled in average of €24 million, office and industrial transactions were close to the total average with €18 and €19 million. Several smaller retail units were transacted during the year resulting in an average deal size of €14 million. The office and retail sectors had an almost equal share in terms of both value and number of transactions in 2014, however only one large retail transaction gave 54% of the value in the retail sector. There are few large retail properties in Hungary suitable for investment, therefore, office properties are expected to dominate the investment pipeline, which is also supported by growing occupier demand and potential development in the sector. Market activity was dominated primarily by Hungarian Investors and a smaller number of larger German investors. Hungary has a number of locally active asset managers, who typically team up with international investors, integrating local knowledge whilst sharing the risks of sourcing capital. In addition, capital continues to flow into the major local property funds, thus creating liquidity that can target large lot sizes. The 100-150 bps yield premium on quality assets and the opportunity to realize an IRR close to 20% on good performing, but management intensive secondary assets will continue to make Hungary an attractive destination. That said however, the number of available quality products needs to increase to drive up transaction volume. We are aware that a number of international institutional investors are already scanning the Hungarian market for suitable products.
0
500
1,000
1,500
2,000
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 31
Investment share by sector
Source: DTZ
Yields
Converging pricing expectations of vendors and purchasers have led to transactions, providing valuable benchmarks for the market. Prime yields in Hungary have reached 7.0-7.25% in the office and retail sector, whilst the industrial market is experiencing yields of around 9%. This translates into a yield premium of 100-150 bps over the Czech Republic and Poland.
Prime yields
Source: DTZ Research
Forecast
We expect that investors will continue to prefer the CEE region in order to realize higher returns, as increases in bond yields make Western European markets less attractive on a relative pricing basis. Some larger products are in the pipeline, mainly single office properties and cross-border industrial portfolios with Hungarian components. Vacancy rates on the Budapest office and industrial markets show significant declines, this coupled with a modest construction volume indicates a shift towards a landlord market. The office and industrial markets show a strong trend towards recovery, while prime retail displays a steady performance. With these positive notes on the market, we expect increasing investment activity over the next two years as well-positioned and well-managed properties will be able to create added value for today’s buyers.
0%
20%
40%
60%
80%
100%
2010 2011 2012 2013 2014
Office Retail Industrial Hotel
5%6%6%7%7%8%8%9%9%
10%10%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Office Retail Industrial
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 32
11.2.4 Office Investment Transactions
Address Description
Size Date and type of transaction Tenancy
Purchase price million
€ Yield
Vision Towers North Budapest XIII 11,100 sq m – Class A+
Q3 2014 core
100% leased to KPMG 25.0 7.30%
Green House Budapest XIII 17,800 sq m – Class A+
Q3 2014 core+
96% leased asking rent: €13/sqm/month 36.0 8.00%
Kálmán Imre - Regus Budapest V 3,200 sq m – Class A
Q4 2014 core+
100% leased to Regus 6.5 8.40%
Stefánia Park Budapest XIV 4,800 sq m – Class A
Q2 2014 core+
94% leased asking rent: €13/sqm/month
9.2 8.75%
Buda Business Center Budapest II 6,000 sq m – Class B
Q4 2014 value-added
55% occupancy asking rent: €9-10/sqm/month 6.0 9.40%
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 33
11.3 Poland
11.3.1 Economic overview
Economic growth and inflation
In Q1 2015, the Polish economy has continued to grow steadily, achieving a GDP increase of 3.6% y-o-y, compared to 3.4% registered in Q1 2014. This was driven mainly by the further rise of domestic demand, bolstered by the increase in private consumption levels by 3.1% and a dynamic surge in enterprises’ investment of 11.4%. The Polish Purchasing Managers Index grew in June 2015 by 1.9% and amounted to 54.3%, which resulted from the increase in industrial production output, the amount of new orders as well as higher consumer demand. Also, as a consequence of lower unemployment and rising purchasing power, the Consumer Confidence Index published by the Central Statistical Office surged by 3.2 percentage points in June 2015 and amounted to –10.4, which was the best result since September 2008. Another factor which significantly influenced the GDP growth in Poland is the ongoing economic recovery in EU member countries, which traditionally are the biggest recipients of goods and services produced in Poland. In H1 2015, a substantially larger share of Polish exports were sold to the EU; a consequence of the Russian embargo. Furthermore, a significant increase in Polish exports to China has been reported in 2015. The GDP growth is expected to continue growing in H2 2015. However, due to some external factors, such as the uncertainty of the Greek bailout program and Russian embargo on some of the EU products, the forecasts for 2015 fluctuate around 3.4 – 3.5%. According to the National Bank of Poland (NBP), the pace of GDP growth will be sustained in the coming years and will amount to 3.5% in 2016 and 3.4% in 2017. Due to a significant decrease in food and oil prices in Poland, deflation of 1.5% in Q1 2015 has been noted. In order to further stimulate lending and consumption in the economy, the Polish Monetary Policy Council decreased interest rates by 0.5 percentage points to the record low levels (deposit rate: 0.5%, lombard rate: 2.5%, rediscount rate: 1.75% and reference rate: 1.5%). The decrease of interest rates resulted from a prolonged period of deflation in the Polish economy and the intention to lowering the disparity in the interest rate levels between Poland and neighbouring markets. No further interest rate reductions are expected in the coming months.
Trade balance
In Q1 2015, Polish exports grew by 5.2% y-o-y and amounted to EUR 42.5 billion. At the same time the level of imports decreased by 1.0% and equaled EUR 40.4 billion. The trade balance amounted to EUR 2.1 billion, which constituted an increase of EUR 2.5 billion, compared to Q1 2014. The majority of goods and services produced in Poland were sold to the EU, mainly Germany, which accounts for almost 30% of the Polish exports. As a consequence of the Russian embargo, a repositioning of Polish exports has taken place in H1 2015. A decrease in exports to CEE countries has been noted (Belarus by 40%, Russia by 32% and Ukraine by 16%) with a sharp growth of exports to Western Europe and China (22%). According to the Polish Ministry of Economy, the value of Polish exports in 2015 will amount to EUR 176.1 billion, while the value of imports will equal EUR 176.4 billion. The forecasted trade balance for 2015 is expected to be at the level of –EUR 0.3 billion.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 34
Foreign direct investments
Positive economic outlook and relative political stability encourage foreign investment in the Polish market, which is reflected in the growing FDI inflow. The investment transaction volume, in which the Polish Information and Foreign Investments Agency (PAIiIZ) was involved in Q1 2015, was estimated at approximately EUR 300 million. A great deal of projects involved American, French and German companies. According to PAIiIZ, the main factors which attracted foreign investors to Poland were the Polish membership in the EU, a large labour base of skilled professionals and high education levels.
Currency exchange
In H1 2015, the Polish zloty depreciated against the euro and the US dollar, achieving the level of 4.16 PLN/EUR and 3.76 PLN/USD as of 30 June 2015. The weakening of the Polish currency resulted to a large extent from external factors such as the removal of the currency peg between the Swiss franc and the euro by the Swiss National Bank and the quantitative easing program introduced by the European Central Bank in January 2015. Additionally, the expected increase of interest rates in the US and the political tensions in the Polish economic environment, and the potentially negative outcome of the Greek bailout program can further negatively influence the currency exchange level of the Polish zloty in H2 2015.
Retail sales
In Q1 2015, retail sales at constant prices grew by 4.4% y-o-y, which constituted an increase compared with 2.9% y-o-y in 2014. This growth was a consequence of improved consumer sentiment, which resulted from the decrease of unemployment and rising salaries. Additionally, the growth of retail sales in Poland in Q1 2015 was fuelled by the decline of prices of many products and services, which in turn increased consumer purchasing power.
Industrial production
Industrial production increased in Poland in the first three months of 2015, on average by 5.3% y-o-y, compared to 3.3% y-o-y in 2014. The increase in industrial production levels was accompanied by an increase in output, which grew on average by 3.4% y-o-y. The Polish Ministry of Economy estimates that the increase in industrial production in 2015 will amount to 3.7%.
Labour market
Compared to the end of 2014, the unemployment rate decreased by 0.7 percentage points and amounted to 10.8% as of 31 May 2015. This was followed by an increase in average salary levels in the enterprise sector, which rose in nominal terms by 4.0% y-o-y and equaled PLN 4,054 gross as of the end of Q1 2015. Due to deflation, the purchasing power of the average salary was 5.7% higher than in the corresponding period of 2014. Nonetheless, the unemployment level in Poland still remains relatively high, which limits the pace of further growth of salaries as well as the inflationary processes in the economy. According to the NBP forecasts, the unemployment rate is expected to decrease in 2015 to the level of 10.5%, which will be triggered mainly by an increase of economic activity in the second half of the year.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 35
11.3.2 Warsaw office occupational market
Warsaw is the largest and most mature office market in Poland, with a total modern office stock of 4.5 million sq m located in 450 buildings. Q1 2015 ended with the completion of 8 new schemes, delivering 59,000 sq m to the market.
New supply in Warsaw by location (2006 – 2015)
Source: DTZ, PORF, * – forecast 75% of the total modern office stock in Warsaw is located within the four largest zones including Upper South, Fringe, South West and Core. It should be noted that a vast majority of new schemes scheduled for 2015 and 2016 will also be situated in these districts, which will strengthen their position as the major business clusters in the city. Currently, 37 office buildings with an area of 660,000 sq m are under construction and scheduled for delivery in 2015 and 2016. According to estimations, the next two years will be record-breaking in terms of volumes of annual new supply. It should be mentioned, however, that due to strong competition on the market, completion of some schemes may be delayed or put on hold.
Existing office stock and planned new supply in Warsaw by location (Q1 2015)
Source: DTZ, PORF
In Q1 2015, the Upper South was the most popular zone among developers, with 17,600 sq m of office space completed, followed by the South West (14,600 sq m).
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015*0
50
100
150
200
250
300
35000
0s s
q m
Central Non-central
Upp
erS
outh
Frin
ge
Sou
thW
est
Cor
e
Wes
t
Sou
thE
ast
Nor
th
Eas
t
Low
erS
outh
0
200
400
600
800
1,000
1,200
1,400
000s
sq
m
Existing stock Planned new supply 2015/16
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 36
New supply in Warsaw by location (Q1 2015)
Source: DTZ, PORF Compared to the previous year, the demand for modern office space in Q1 2015 remained at a similar stable level. Net take-up (volume of transactions excluding renegotiations) registered during the last quarter amounted to 121,000 sq m, whereas the total amount of leased space exceeded 169,000 sq m and was higher by 10% than the 2014 quarterly average.
Take-up in Warsaw by location (2006 – Q1 2015)
Source: DTZ, PORF The Upper South zone again proved to be the most popular location among tenants, with a 37% share in the total volume of lease transactions concluded in Q1 2015. It outnumbered the second most popular destination, Fringe (20% share in the total volume of lease transactions). Renegotiations and renewals still accounted for a substantial share of the take-up volume, reaching 29%, which was a similar level to those recorded in the previous two years (31% in 2014 and 30% in 2013). Like in 2014, pre-lets were not a popular market practice (14% of the take-up volume), which is due to high availability of space within existing buildings.
30%
25%16%
11%
18%
Upper South West South East North Other
2006 2007 2008 2009 2010 2011 2012 2013 2014 Q12015
0
50
100
150
200
250
300
350
400
450
500
000s
sq
m
Central Non-central
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 37
Take-up in Warsaw by type of transaction (2006 – Q1 2015)
Source: DTZ, PORF The strong demand on the market results less from the expansion of occupied space, being instead rather more optimisation-led. Occupiers take advantage of their improved negotiating position and relocate to new premises. This trend will continue towards the year 2015 as a result of growing competition among landlords and downward pressure on effective rents. At the end of Q1 2015, the vacancy rate in Warsaw stood at 13.0%, which represents a decrease by 0.3 percentage points compared to Q4 2014. This was the second quarter in a row when the availability ratio fell, which may be attributed to strong demand for modern office space. The vacancy rate for the central zones was 14.5%, indicating a fall from 15.2% at the end of 2014. The availability ratio in non-central locations reached 12.4% and remained stable in the last quarters. Similarly to the previous quarters, the highest vacancy rate was recorded in the North zone (19.6%), which translated into 41,000 sq m of vacant space. Below-average values were noted in the Upper South, East, South East and Lower South zones.
Vacancy rates in Warsaw by location (2006 – 2015)
Source: DTZ, PORF, * – forecast
2006 2007 2008 2009 2010 2011 2012 2013 2014 Q12015
0%
20%
40%
60%
80%
100%
New Pre-let Renegotiations and renewals
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015*0%
2%
4%
6%
8%
10%
12%
14%
16%
Central Non-central Warsaw
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 38
Vacancy rates in Warsaw by location (Q1 2015)
Source: DTZ, PORF Vacancy rates in 2015 and 2016 are likely to increase due to strong pipeline supply. During Q1 2015, rental levels remained relatively stable and currently prime asking rates in the central zones range from EUR 22 to EUR 25 per sq m per month, whereas in non-central locations they are at the level of EUR 14 – 15 per sq m per month.
Quoting rents in Warsaw by location (2006 – 2015)
Source: DTZ, PORF, * – forecast High levels of new supply and increasing availability ratios recorded over the last 2 – 3 years resulted in strong competition among landlords and favourable negotiation position of tenants. Consequently, occupiers may count on attractive incentive packages including fit-out contributions and rent free periods, which exert a downward pressure on effective rents. Taking into consideration the strong pipeline supply scheduled for the next two years, we are of the opinion that this trend is likely to continue, which may lead to a further decrease of effective rents, especially in buildings characterised by inferior location and/or quality.
Nor
th
Wes
t
Cor
e
Sou
thW
est
Frin
ge
Upp
erS
outh
Eas
t
Sou
thE
ast
Low
erS
outh
0%
5%
10%
15%
20%
25%
Warsaw
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015*0
5
10
15
20
25
30
35
EU
R p
er s
q m
per
mon
th
Central Non-central
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 39
11.3.3 Industrial occupational market
Supply
The total supply of modern warehouse space in Poland at the end of 2014 amounted to 8.8 m sq m and increased by almost 14 per cent compared to 2013. Similar to previous years, almost 90 per cent of the modern warehouse space was located in the five biggest logistics hubs in Poland: Greater Warsaw, Upper and Lower Silesia, the Poznań region and central Poland (Łódź / Stryków area). At the end of 2014 the majority of warehouse space was located in greater Warsaw (2.8 m sq m), Upper Silesia (1.6 m sq m), Lower Silesia (1.2 m sq m), the Poznań region (1.2 m sq m) and central Poland (1.1 m sq m).
Stock by regions in Poland, 2014 (%)
Source: DTZ The high attractiveness of these locations stems from their close proximity to relatively big markets (Warsaw, Silesia, Poznań) and their well-established positions as warehouse hubs, as well as the large number of existing buildings, which attracts further warehouse investment. On the other hand, we still observe an increasing amount of new warehouse projects in locations such as the Tricity area, Szczecin, Kraków, Lublin and Bydgoszcz. These markets are increasingly attractive due to new investments in infrastructure, access to seaports and container terminals (Tricity, Szczecin), convenient connections to new markets (Tricity – Scandinavia, Lublin – Ukraine, Eastern markets) and lower labour costs (Lublin, Szczecin). The total amount of modern warehouse space in these locations, as of at the end of 2014, was 900,000 sq m and increased by more than 200,000 sq m (by approximately 30 per cent) compared to 2013. This increase in the amount of warehouse space results from the delivery of several new projects (e.g. Logistic & Business Park Bydgoszcz, Kowale 3 in Gdańsk), as well as the expansion of existing ones (PPL Omega Pilzno, Panattoni Park Gdańsk, North-West Logistics Park). Moreover, an additional 170,000 sq m of warehouse space is currently being developed in the aforementioned locations.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 40
Selected projects delivered in H2 2014
Project Region Area (sq m) Developer
Panattoni Wrocław Lower Silesia 123 000 Panattoni
Goodman Wrocław South Logistics Centre Lower Silesia 123 500 Goodman
Panattoni Poznań Poznań Region 123 000 Panattoni
Goodman Konin Poznań Region 39 700 Goodman
Clip Poznań Poznań Region 20 800 CLIP
Source: DTZ
Developers’ activity
In the second half of 2014 approximately 740,000 sq m of new warehouse space was delivered, which shows an increase of approximately 117 per cent compared to the first half of the year. The total amount of new supply in Poland in 2014 equalled 1.1 m sq m, the highest amount since 2008 (1.6 m sq m). The majority of new supply in the second half of 2014 was delivered in Lower Silesia (approximately 350,000 sq m) and the Poznań Region (approximately 280,000 sq m). Almost all of the newly delivered warehouse space was located outside the Greater Warsaw. The largest projects delivered to the Polish market in the second half of 2014 included Panattoni Poznań, Panattoni Wrocław and Goodman Wrocław South Logistics Centre, the sum total of which amounted to almost 370,000 sq m. At the end of the fourth quarter of 2014 an additional 630,000 sq m of warehouse space was under construction, the majority of which was located in the Poznań area (214,000 sq m) and Upper Silesia (122,000 sq m).
New supply by regions (000 sq m)
Source: DTZ Approximately 70 per cent of the warehouse space under construction has been pre-let, which constitutes a decrease from the more than 90 per cent of space being pre-let at the end of the first half of 2014. This indicates an increase in speculative warehouse space delivered to the market.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 41
Speculative warehouse space is usually only a part of larger logistics and industrial projects; standalone speculative warehouses remain rare on the market. Developers still focus on pre-let projects or built-to-suit schemes, which are adjusted to tenants’ specific requirements. DTZ expects that in the first half of 2015 an additional 400,000 - 500,000 sq m of new supply will be delivered and that the total stock in Poland will exceed 9 m sq m.
Major warehouse schemes under construction
Project Region Area (sq m) Developer
Goodman Poznań II Logistics Centre Poznań Region 82 400 Goodman
Panattoni BTS Bielsko-Biała Upper Silesia 45 000 Panattoni
Panattoni Park Sosnowiec Upper Silesia 43 300 Panattoni
North-West Logistics Park Other regions (Szczecin Region)
42 550 Waimea
Segro Logistics Park Poznań Komorniki Poznań Region 40 800 Segro
Goodman Pomeranian Logistics Centre Tricity Region 39 350 Goodman
Panattoni Park Poznań IV Poznań Region 35 000 Panattoni
Panattoni Busness Centre Łódź II Central Poland 31 500 Panattoni
Source: DTZ
Demand
A further strengthening of demand for modern warehouse space in Poland was observed in the second half of 2014. Take-up during this period amounted to 1.6 m sq m, which represented an increase of 30 per cent as compared with the first half of 2014 and an increase of 18 per cent as compared with to the second half of 2013. Total take-up volume in 2014 equalled 2.8 m sq m. The increase in the take-up volume results from the arrival of new key tenants (e.g., Amazon) and strong demand for warehouse space generated by e-commerce, logistics and FMCG tenants. Approximately 70 per cent of take-up related to new leases, while 30 per cent fell to renewals and 1 per cent to expansions. In H2 2014 the highest volume of take-up was recorded in Lower Silesia (approximately. 280,000 sq m), Warsaw Zone 3 (approximately 240,000 sq m) and in Upper Silesia (approximately 235,000 sq m). These three locations accounted for almost 47 per cent of the total take-up volume recorded in Poland during this period.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 42
Take-up split, 2014 (%)
Source: DTZ The average (leased) unit size remained comparable to previous periods and amounted to 5,000 sq m. A significant demand for small business units (SBU, units up to 600 sq m) has also been observed in greater Warsaw. Lease agreements relating to these types of units corresponded to approximately 24 per cent of the total take-up volume in all three Warsaw zones in the second half of 2014 and resulted from strong demand for SBUs. Another factor that helped result in increased take-up in 2014 was the further expansion of companies providing logistics outsourcing services. This, in turn, led to several relocations to new BTS schemes. DTZ expects that in 2015 demand will be driven by both new ecommerce tenants and existing tenants, who will likely introduce new services and require additional warehouse space. DTZ predicts that the upward trend in take-up will continue in 2015, and will exceed 1 m sq m of modern warehouse space in the first half of the year.
Vacancy
In the second half of 2014 vacancy rates in Poland fell to the record-low of 5,8 per cent (at the end of 2014). The vacancy rate at the end of 2014 was lower by 3.2 pp as compared to the result from the end of H1 2014, and almost two times lower than the rate from the end of 2013 (11.1 per cent). A further reduction of the vacancy rate resulted from the higher number of new tenants in 2014 (mainly from the e-commerce and FMCG industries) and the fact that the majority of new warehouse projects were built based on pre-let or BTS arrangements. At the end of 2014 the lowest vacancy rates were recorded in central Poland (4.4 per cent), Warsaw zone 3 (5.4 per cent) and the Poznań region, where the vacancy rate amounted to 0.6 per cent. The Poznań region was also characterized by the highest amount of space under construction. On the other hand, the highest vacancy rate was recorded in Warsaw Zone 1 (11.8 per cent, a decrease of 9.1 pp as compared with the end of 2013) and other locations (e.g., Toruń), where the vacancy rate rose by 3.7 pp to 11.8 per cent at the end of 2014.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 43
Vacancy rates 2008-2014, Poland (%)
Source: DTZ
Rents
Despite falling vacancy rates, strong competition between developers on the market resulted in stable rent levels. Prime rents – compared with those noted in preceding years - did not change significantly in the second half of 2014. Highest rent levels were recorded in Warsaw Zone 1 (EUR 4.0 - 5.5 per sq m per month). High rent levels were also recorded in the Kraków Region (EUR 3.3 – 4.3 / sq m / month, on average), Upper Silesia (EUR 3.0 – 3.8 / sq m / month) and Tricity (EUR 3.2 – 3.7 / sq m / month). The lowest rent levels were observed in Warsaw Zone 3, where they varied between EUR 2.3 and EUR 3.2 / sq m / month. Given the decreasing vacancy rates, DTZ expects slight upward pressure on the rent levels in some locations (e.g. the Poznań Region, Lower Silesia), while in locations such as Warsaw Zones 2 and 3 asking rents may decrease insignificantly.
Headline rents by regions, 2014 (EUR per sq m per month)
Source: DTZ
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 44
11.3.4 Investment market
In H1 2015, the commercial real estate investment volume in Poland amounted to EUR 801 million and was considerably lower compared to the same period in the past two years (EUR 1.4 billion in H1 2014 and EUR 1.3 billion in H1 2013). Lower investment volume recorded in H1 2015 was a result of the lack of large transactions which took place in the first 6 months in the previous years. For instance, in H1 2013 New City/NC2, Senator and Złote Tarasy (23% stake) changed hands, while in H1 2014 properties such as Lipowy Office Park, Poznań City Centre, Rondo 1 and a portfolio of warehouse units built by Panattoni Europe were sold. In terms of the number of transactions concluded, the investment activity in H1 2015 was, however, only slightly below that of H1 2014 and H1 2013. H1 2015 saw 20 completed transactions compared to 23 in H1 2014 and 29 in H1 2013.
Investment activity in Poland (2006 – H1 2015)
Source: DTZ Office properties accounted for 45% of total investment volume, remaining the most popular asset class among investors. Compared to previous years, small transactions under EUR 50 million dominated the Polish market, with the largest transactions being Avestus selling Enterprise Park in Kraków to Tristan Capital Partners (EUR 65 million), Skanska selling Infosys Green Horizon in Łódź to the Griffin Group (EUR 65 million) and Akron selling Europlex in Warsaw to Lone Star (EUR 61 million). 50% of total investment volume involved office properties located in Warsaw, which results mainly from the general availability of investment product and maturity of this market. On the other hand, considerable amount of space under construction combined with increasing vacancy rates in Warsaw (13.5% in Q2 2015) encourage investors to seek opportunities in main regional cities such as Kraków, Tricity and Wrocław. The most attractive investments in these areas are the best assets let to strong covenants on long leases. Overall, the number of transactions in regional office markets is expected to increase further in the short to medium term along with their ongoing maturity. The investment activity in the retail sector reached EUR 260 million in H1 2015, accounting for 32% of total investment volume. This represents a decrease of 28% on the same period of the previous year.
0
20
40
60
80
100
2006 2007 2008 2009 2010 2011 2012 2013 2014 H12015
0
1
2
3
4
5
EU
R b
n
Investment activity No. of transactions
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 45
In the first 6 months of this year, almost all significant retail investment transactions took place in medium-sized cities, which is a consequence of the growing importance of these markets and limited number of retail properties available for sale in Warsaw and other large cities. The retail sector was also dominated by small transactions of less than EUR 100 million, with the largest deal being Union Investment’s purchase of Sarni Stok in Bielsko-Biała from CBRE GI. The second largest transaction of H1 2015 was the purchase of Factory Ursus in Warsaw and Factory/Futura Park in Kraków (50% stake) by TH Real Estate from Neinver (EUR 60 million). The investment volume in the retail sector will be strong again in H2 2015 as a few large shopping centres are expected to be sold by the end of December 2015, including Riviera in Gdynia (EUR 291 million). After a strong growth in 2013/14, transactional activity in the industrial sector fell during H1 2015. In the period between January and June 2015, the investment turnover was EUR 149 million and only 3 significant transactions were reported. The largest transaction was the sale of Europolis Park Błonie in Błonie and Europolis Park Poland Central in Wola Bykowska to P3 Logistic Parks by CA Immo/EBRD (EUR 80 million). This was followed by the sale-and-leaseback of FM Logistic’s warehouse units in Mszczonów and Tomaszów Mazowiecki. WP Carey is the new owner of the properties. Despite the limited number of investment opportunities currently available in the industrial sector, some further acquisitions have been made in Q3 2015 including Ideal Idea Park III in Warsaw and Prologis Park Wrocław III & V in Wrocław.
Investment activity in Poland by sector (2006 – H1 2015)
Source: DTZ Similarly to 2014, foreign investors were responsible for the majority of transactions concluded in H1 2015. American, British and German investors such as the Griffin Group, P3 Logistic Parks, Tristan Capital Partners and Union Investment were the most active in the first 6 months of this year. In addition, positive results of the Polish economy along with good economic forecasts continue to attract new global players who have not invested in Poland before. Among new investors are Loan Star, Rockcastle and TH Real Estate. Further new investors, mainly from Asia and Scandinavia, are expected to appear in the Polish market in the short to medium term. Polish investors took over 3 office properties in H1 2015.
2006 2007 2008 2009 2010 2011 2012 2013 2014 H12015
0%
20%
40%
60%
80%
100%
Office Retail Industrial Other
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 46
Prime yields for office properties in central and non-central Warsaw have remained static during H1 2015 at 6.00 – 6.25% and 7.50 – 7.75% respectively. Yields for the best assets in major regional office markets are still 7.25 – 7.50%.
Prime office yields in Poland (2006 – H1 2015)
Source: DTZ
Prime industrial yields in Poland (2006 – H1 2015)
Source: DTZ Prime and secondary retail yields have compressed by 25 bps in H1 2015 and now stand at an average of 5.50 – 5.75% and 7.25 – 7.50% respectively. Prime industrial yields were also flat in H1 2015 at 7.00 – 7.25% in case of single-let properties. In case of multi-let logistics facilities yields are in excess of 7.50%. Because of considerable development pipeline, growing vacancy rates and concerns about rents, prime office yields in Warsaw are anticipated to remain unchanged in the short to medium term. Further yield compression is, however, expected over the coming months in the industrial and retail sectors. The largest yield movements will be seen in medium-sized cities, largely as a result of the growing investors' appetite for shopping centres in such locations. Secondary retail yields may fall to as low as 7.00%.
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 H12015
0%
2%
4%
6%
8%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 H12015
0%
2%
4%
6%
8%
10%
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 47
12 Valuation We are of the opinion that the Market Value of the freehold or leasehold interests in the Property as at 30 June 2015, subject to assumptions and comments in this report and appendices is:- Location Property Market Value Local Currency EUR
CZ
Benice 1B 22,741,000 CZK 835,000 Benice 1C 7,303,000 CZK 268,000 Benice 2-5 149,400,000 CZK 5,484,000 Bubenská 1 256,300,000 CZK 9,407,000 Bubny 1,415,240,000 CZK 51,945,000 Děčín 6,895,000 CZK 253,000 Doupovská 35,200,000 CZK 1,290,000 Grand Hotel Špindlerův Mlýn 43,657,000 CZK 1,602,000 Industrial Park Stříbro 29,970,000 CZK 1,100,000 Košík I a II 3,130,000 CZK 110,000 Košík IIIA 550,000 CZK 20,000 Košík IIIB 330,440,000 CZK 12,130,000 Košík IIIC 82,490,000 CZK 3,030,000 Nupaky 102,010,000 CZK 3,744,000 Office Center Praha - Hradčanská 367,750,000 CZK 13,498,000 Palác Archa Praha 1,084,000,000 CZK 39,790,000 Praga 248,782,000 CZK 9,131,000
Czech republic OPG assets in total 4,185,858,000 CZK 153,637,000
HU V188 Offices 2,141,864,000 HUF 6,800,000 V190 Offices 440,972,000 HUF 1,400,000
Hungary OPG assets in total 2,582,836,000 HUF 8,200,000 LUX Capellen Office Building 21,930,000 EUR 21,930,000 Luxembourg OPG assets in total 21,930,000 EUR 21,930,000
PL
Diana property 19,840,000 PLN 4,730,000 Klonowa Aleja 1,430,000 PLN 340,000 Krakow 14,230,000 PLN 3,390,000 Marki - Excess Land 13,550,000 PLN 3,232,000 Marki property 10,150,000 PLN 2,420,000 Szczeczin 13,940,000 PLN 3,320,000
Poland OPG assets in total 73,140,000 PLN 17,432,000 OPG portfolio 201,199,000
For the Properties where the majority of income is denominated in Euro’s we have used Euro as the valuation currency. As agreed with the Client we have applied an exchange rate of 27.245 CZK to 1 Euro, 314.98 HUF to 1 Euro and 4.1944 PLN to 1 Euro in order to provide the final value either in Local currencies and Euros. Please see the notes for individual Properties. Detailed Summary Table is attached at the Appendix A of this report. Property proformas of individual Property valuations are attached at the Appendix B of this report.
PRIVATE & CONFIDENTIAL
VALU ATIO N REPORT | Pag e 48
13 Confidentiality and disclosure The contents of this Valuation Report and Appendices are confidential to Orco Property Group SA and Orco Prague for the specific purpose to which they refer and are for their use only. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of their contents. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer's written approval as to the form and context of such publication or disclosure must first be obtained. For the avoidance of doubt, such approval is required whether or not DTZ is referred to by name and whether or not the contents of our Valuation Report are combined with others. Yours faithfully,
Karel Klečka MRICS Associate Director, Head of Valuation For and on behalf of DTZ Czech Republic
VALU ATIO N REPORT | APPENDICES
APPENDIX A
Summary Table
Sum
mar
y Ta
ble
Valu
atio
n D
ate:
30 J
une
2015
Loca
tion
Prop
erty
Nam
ePr
oper
ty A
ddre
ssTo
tal F
loor
Are
aIn
spec
tion
Dat
eLo
cal c
urre
ncy
EUR
CZ
Bub
ensk
á 1
Bub
ensk
á 1,
Pra
gue
717
447
sq
m87
.48
5.21
9.18
10.5
9Ju
ly 2
015
256
300
000
CZK
9 40
7 00
0C
ZIn
dust
rial P
ark
Stří
bro
Plz
eňsk
á 38
7, S
tříbr
o8
801
sq m
68.6
911
.02
13.0
014
.63
Oct
ober
201
429
970
000
CZK
1
100
000
CZ
Offi
ce C
ente
r Pra
ha -
Hra
dčan
ská
Mila
dy H
orák
ové
116,
Pra
gue
12 8
98 s
q m
80.1
57.
478.
509.
05Ju
ly 2
015
367
750
000
CZK
13 4
98 0
00C
ZP
alác
Arc
ha P
raha
Na
Poř
íčí 2
4-26
, Pra
gue
122
017
sq
m84
.23
6.88
7.31
7.79
July
201
51
084
000
000
CZK
39
790
000
HUV
188
Offi
ces
Vác
i út 1
88, B
udap
est,
1138
13 8
77 s
q m
12.1
1(3
.05)
11.4
814
.43
Sep
tem
ber 2
014
2 14
1 86
4 00
0H
UF
6 80
0 00
0LU
XC
apel
len
Offi
ce B
uild
ing
Rue
Paf
ebru
ch, M
amer
7 69
5 sq
m90
.78
7.63
8.00
8.49
July
201
521
930
000
EU
R
21
930
000
PLD
iana
pro
perty
Chm
ieln
a 13
A, W
arsa
w1
400
sq m
100.
006.
906.
757.
07Ju
ly 2
015
19 8
40 0
00P
LN
4
730
000
PLM
arki
pro
perty
ul. O
kóln
a 45
a, M
arki
35 1
99 s
q m
91.8
716
.90
15.0
018
.82
July
201
510
150
000
PLN
2 42
0 00
099
675
000
Exc
hang
e ra
te C
ZK/E
UR
:27
.245
Exc
hang
e ra
te H
UF/
EU
R:
314.
98
Exc
hang
e ra
te P
LN/E
UR
:4.
1944
Loca
tion
Prop
erty
Nam
ePr
oper
ty A
ddre
ssSi
te A
rea
Insp
ectio
n da
te
CZ
Ben
ice
1BB
enic
e17
041
sq
mJu
ly 2
015
CZ
Ben
ice
1CB
enic
e9
832
sq m
July
201
5C
ZB
enic
e 2-
5B
enic
e49
8 00
0 sq
mJu
ly 2
015
CZ
Bub
nyA
rgen
tinsk
á, P
ragu
e-H
oleš
ovic
e20
2 17
7 sq
mJu
ne 2
015
CZ
Děč
ínB
eneš
ovsk
á, Děč
ín19
152
sq
mJu
ly 2
015
CZ
Dou
povs
káD
oupo
vská
, Pra
gue
175
975
sq m
June
201
5C
ZG
rand
Hot
el Š
pind
lerů
v M
lýn
Špi
ndle
rův
Mlý
n 16
4, Š
pind
lerů
v M
lýn
15 1
61 s
q m
July
201
5C
ZK
ošík
I a
IID
oupo
vská
, Pra
gue
10N
/AJu
ly 2
015
CZ
Koš
ík II
IAK
Hor
kám
, Pra
gue
10N
/AJu
ly 2
015
CZ
Koš
ík II
IBB
ratis
lavs
ká, P
ragu
e 10
9 81
5 sq
mJu
ly 2
015
CZ
Koš
ík II
ICR
ižsk
á, P
ragu
e 10
8 26
6 sq
mJu
ly 2
015
CZ
Nup
aky
Nup
aky
340
041
sq m
July
201
5C
ZP
raga
Pra
gue
Zábě
hlic
e/ H
ostiv
ař64
119
sq
mD
ecem
ber 2
014
HUV
190
Offi
ces
Vác
i út 1
90, B
udap
est X
III4
583
sq m
Sep
tem
ber 2
014
PLK
lono
wa
Ale
jaul
. Św
. Win
cent
ego
128,
War
saw
18 5
35 s
q m
July
201
5PL
Kra
kow
ul. P
iltza
, Kra
ków
35 5
73 s
q m
Sep
tem
ber 2
014
61 2
00 s
q m
10 3
21 s
q m
59 6
09 s
q m
PLS
zcze
czin
ul. S
zosa
Pol
ska,
Szc
zeci
n69
681
sq
mO
ctob
er 2
014
Exc
hang
e ra
te C
ZK/E
UR
:27
.245
Exc
hang
e ra
te H
UF/
EU
R:
314.
98
Exc
hang
e ra
te P
LN/E
UR
:4.
1944
Mar
ket V
alue
Inve
stm
ent p
rope
rtie
s su
mm
ary
Yiel
d (%
)
Dev
elop
men
t pro
pert
ies
sum
mar
y
Equi
vale
nt Y
ield
22 7
41 0
00C
ZK
Lo
cal c
urre
ncy
Occ
upan
cy ra
te (%
)In
itial
Yie
ldR
ever
sion
ary
Yiel
d
EUR
Mas
ter p
lan
(MP)
, Pl
anni
ng p
erm
issi
on (P
P),
Bui
ldin
g pe
rmis
sion
(BP)
Com
plet
ed
Mar
ket V
alue
PLM
arki
- E
xces
s La
ndul
. Okó
lna
45a,
Mar
kiJu
ly 2
015
248
782
000
CZK
10
2 01
0 00
0C
ZK
82
490
000
CZK
330
440
000
CZK
550
000
CZK
3
130
000
CZK
43 6
57 0
00C
ZK
13
940
000
PLN
13
550
000
PLN
14
230
000
PLN
1 43
0 00
0P
LN
440
972
000
HU
F
35 2
00 0
00C
ZK
6
895
000
CZK
1
415
240
000
CZK
14
9 40
0 00
0C
ZK
7
303
000
CZK
101
524
000
3 32
0 00
0
3 23
2 00
0
3 39
0 00
034
0 00
01
400
000
9 13
1 00
03
744
000
3 03
0 00
012
130
000
20 0
0011
0 00
01
602
000
1 29
0 00
025
3 00
051
945
000
5 48
4 00
026
8 00
083
5 00
0
MP
MP
Non
eM
PM
P, P
PM
PN
one
befo
re c
ompl
etio
nbe
fore
com
plet
ion
Com
plet
edC
ompl
eted
MP
, PP
Non
e - S
peci
al A
ssum
ptio
nM
PN
one
- Spe
cial
Ass
umpt
ion
Non
eM
P, P
P, B
P
VALU ATIO N REPORT | APPENDICES
APPENDIX B
Property Proformas
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZK
Mar
ket V
alue
Unso
ld F
loor
Are
a in
cl. c
ella
rsC
onst
ruct
ion
date
Tenu
re
Free
hold
MAR
KET
VAL
UE
in E
uros
Valu
er
Mar
ket V
alue
in E
URLo
catio
n M
ap &
Pho
togr
aph
Des
crip
tion
Mar
ket V
alue
Com
men
ts
Met
hodo
logy
SWO
T AN
ALYS
ISM
ARK
ET V
ALU
E An
alys
is
Stre
ngth
sB
uild
ings
Mai
n us
eTo
tal f
loor
ar
eas
sq m
%
Apa
rtmen
ts33
3.1
51.7
%O
ppor
tuni
ties
Com
mer
cial
(Kin
derg
arde
n)45
3.8
48.3
%TO
TAL
786.
910
0.0%
Mar
ket V
alue
21 5
96 2
50
Plot
s of
land
NoAr
ea s
q m
Pric
e /s
q m
Ris
ks31
2/17
2
862
400
A
gric
ultu
re
312/
70 &
312
/69
3 2
76 &
584
Mar
ket V
alue
1 14
4 80
0
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Zoni
ng1
144
800
2013
Natu
reTh
e pr
oper
ty is
a p
art o
f a re
side
ntia
l pro
ject
whi
ch is
loca
ted
in B
enic
e, a
villa
ge
whi
ch is
situ
ated
app
roxi
mat
ely
13 k
m to
the
sout
h-ea
st o
f Pra
gue
city
cen
tre.
The
prop
erty
is s
ituat
ed in
the
sout
hern
par
t of t
he v
illage
and
can
be
easi
ly a
cces
sed
by e
xit 6
from
the
D1
high
way
. The
exi
t als
o le
ads
to th
e m
ajor
out
let a
nd s
hopp
ing
zone
, Prů
honi
ce. T
o th
e no
rth, t
here
is a
long
road
whi
ch p
rovi
des
acce
ss to
Pra
gue
dist
ricts
Uhř
íněv
es a
nd H
orní
Měc
holu
py.
Site
are
a17
041
sqm
786.
9 sq
m
Cze
ch R
epub
licR
esid
entia
l Inv
ento
ryEx
chan
ge ra
te (€
)27
.25
Com
mer
cial
pre
mis
es re
nted
by
OR
CO
are
act
ive
as k
inde
rgar
den.
A p
lot n
umbe
r 312
/17
(2,8
62 s
q m
), 31
2/70
(3,2
76 s
q m
) an
d 31
2/69
(584
sq
m) a
re s
ubje
ct o
f val
uatio
n.
21 5
96 2
50• P
ublic
tran
spor
t ext
ensi
on in
the
futu
re
Ther
e ar
e fiv
e ph
ases
of t
he B
enic
e pr
ojec
t, co
mpr
isin
g ap
prox
imat
ely
68 h
ecta
res
of
land
. The
pro
ject
sta
rted
in 2
007.
Ben
ice
1B is
con
ceiv
ed a
s a
luxu
rious
and
com
forta
ble
livin
g in
sep
arat
e an
d du
plex
ho
uses
. Ind
ivid
ual h
ouse
s ar
e co
mpl
eted
acc
ordi
ng to
the
requ
irem
ents
of t
he c
lient
s.
Con
stru
ctio
n of
the
fam
ily h
ouse
s an
d ap
artm
ents
has
bee
n co
mpl
eted
and
they
are
re
ady
for s
ale
or re
nt. D
etai
ls o
f uns
old
unit
are
in M
arke
t Val
ue a
naly
ses
sect
ion.
We
unde
rsta
nd th
at th
ere
are
two
plot
of l
ands
bei
ng a
par
t of B
enic
e 1B
. A p
lot o
f la
nd n
umbe
r 312
/17
(2 8
62 s
q m
) whi
ch is
zon
ed a
s ag
ricul
ture
land
has
com
mer
cial
us
e an
d a
plot
s of
land
312
/70
(3 2
76 s
q m
) & 3
12/6
9 (5
84 s
q m
) whi
ch d
o no
t hav
e co
mm
erci
al u
se.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Prop
erty
add
ress
: Ben
ice,
Cze
ch R
epub
lic
Addr
ess
Tow
nB
enic
e 1B
Ben
ice
Prop
erty
nam
e: B
enic
e IB
(apa
rtm
ents
and
com
mer
cial
pre
mis
es)
CO
MP
AR
ISO
N A
PP
RO
AC
H -
an a
ppro
pria
te m
etho
d fo
r com
plet
ed b
uild
ings
Cou
ntry
DTZ
Wea
knes
ses
Mar
ket V
alue
CZK
• Lim
ited
dem
and
for l
ivin
g in
loca
tions
with
out c
ivic
am
eniti
esno
com
mer
cial
use
- lo
cate
d in
hig
ht v
olta
ge a
nd g
as d
istru
butio
n zo
nes
CZK
33 5
00
27 4
45
Valu
atio
n
• The
re a
re o
nly
two
bus
stop
ava
ilabl
e in
Ben
ice
• All
publ
ic a
men
ities
onl
y av
aila
ble
in P
ragu
e• T
rend
of s
atel
lite
livin
g on
dec
line
• Com
forta
ble
livin
g cl
ose
to th
e gr
eene
ry• P
roxi
mity
to lo
catio
ns U
hříněv
es a
nd P
růho
nice
, with
in re
ach
of th
e D
1 hi
ghw
ay a
nd
the
shop
ping
are
a• A
spo
rt an
d w
elln
ess
cent
er is
loca
ted
near
by th
e re
side
ntia
l com
plex
Pric
e/sq
m
11 1
58 8
5010
437
400G
DV
CZK
23 0
00
835
000
CZK
EU
R
22 7
41 0
00
30/0
6/20
15Va
luat
ion
PRO
PER
TY
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKPr
ague
Cze
ch R
epub
licD
evel
opm
ent
CZK
CZK
/ sqm
Mar
ket V
alue
7 30
3 00
0
743
MA
RK
ET V
ALU
E in
Eur
os
Mar
ket V
alue
in E
UR
Loca
tion
Map
& P
hoto
grap
hD
escr
iptio
nEU
REU
R/ s
qm
Mar
ket V
alue
268
000
27.3
Com
men
ts
SWO
T A
NA
LYSI
SM
etho
dolo
gy
Stre
ngth
s• T
echn
ical
infra
stru
ctur
e on
the
bord
er o
f the
site
.
DEV
ELO
PMEN
T A
PPR
ISA
L
Net
Are
a in
cl. c
ella
rs
1 4
43 s
q m
Opp
ortu
nitie
sU
nita
ry R
atio
for h
ouse
s
44 0
00 C
ZK/s
q m
• Pub
lic tr
ansp
ort e
xten
tion
in th
e fu
ture
Gro
ss D
evel
opm
ent V
alue
6
3 49
2 00
0 C
ZKC
ontin
genc
ies
4.00
%To
tal C
osts
55
210
000
CZK
Prof
essi
onal
cos
ts5.
00%
• A p
art o
f the
gar
dens
is s
ituat
ed in
the
prot
ecte
d zo
ne o
f hig
h vo
ltage
line
sC
onst
ruct
ion
Cos
ts
3
7 11
0 00
0 C
ZKM
arke
ting
1.00
%• T
here
are
onl
y tw
o bu
s st
ops
avai
labl
e in
Ben
ice
Selli
ng fe
es3.
50%
• Mis
sing
loca
l pub
lic a
men
ities
Fina
ncin
g 4.
00%
Mar
ket V
alue
7 30
3 00
0C
ZKPr
ofit
on G
DV
13.0
4%R
isks
• Del
ays
in b
uild
ing
proc
ess
Prof
it on
cos
ts15
.00%
• Cos
t inc
reas
e
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Bui
ldin
g Pe
rmit
Free
hold
Valu
erTe
nure
YES
Plan
ning
Per
mit
Ther
e ar
e fiv
e ph
ases
of t
he B
enic
e pr
ojec
t, co
mpr
isin
g ap
prox
imat
ely
68 h
ecta
res
of
land
. The
pro
ject
sta
rted
in 2
007.
Beni
ce 1
C c
ompr
ises
9 8
32 m
2 an
d ha
s th
e in
frast
ruct
ure
at th
e bo
rder
of t
he s
ite. T
he
zoni
ng is
for r
esid
entia
l use
and
the
clie
nt a
ssum
es to
sta
rt co
nstru
ctio
n in
Sep
tem
ber
2015
(fin
ish
june
201
6). T
he p
roje
ct c
ompr
ises
a c
onst
ruct
ion
of 8
sem
i-det
ache
d 4+
kk/5
+kk
hous
es (i
nter
ior a
rea
of a
hou
se in
clud
ing
gara
ge is
156
sq
m) a
nd o
ne
deta
ched
6+
kk h
ouse
(int
erio
r are
a of
195
sq
m).
Part
of th
e si
te a
rea
plan
ned
as g
arde
ns is
situ
ated
in th
e pr
otec
ted
zone
of h
igh
volta
ge li
nes
and
no c
onst
ruct
ion
is
poss
ible
in th
e pr
otec
ted
area
. Con
stru
ctio
n is
due
to s
tart
in S
epte
mbe
r 201
5.
Dev
elop
men
t App
rais
al (c
ross
che
ck w
ith c
ompa
rabl
e m
etho
d) -
Con
stru
ctio
n is
due
to s
tart
in S
epte
mbe
r 201
5.
Wea
knes
ses
27.2
5
Add
ress
Tow
nBe
nice
1C
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Prop
erty
nam
e: B
enic
e 1C
(res
iden
tial d
evel
opm
ent)
The
prop
erty
is a
par
t of a
resi
dent
ial p
roje
ct w
hich
is lo
cate
d in
Ben
ice,
a v
illag
e w
hich
is s
ituat
ed a
ppro
xim
atel
y 13
km
to th
e so
uth-
east
of P
ragu
e ci
ty c
entre
.
The
prop
erty
is s
ituat
ed in
the
sout
hern
par
t of t
he v
illag
e an
d ca
n be
eas
ily a
cces
sed
by e
xit 6
from
the
D1
high
way
. The
exi
t als
o le
ads
to th
e m
ajor
out
let a
nd s
hopp
ing
zone
, Prů
honi
ce. T
o th
e no
rth, t
here
is a
long
road
whi
ch p
rovi
des
acce
ss to
Pra
gue
dist
ricts
Uhř
íněv
es a
nd H
orní
Měc
holu
py.
Site
are
a
YES
9 83
2 sq
m
Mas
ter P
lan
DTZ
YES
• Low
dem
and
on li
ving
in a
reas
with
lim
ited
civi
c am
eniti
es
• Com
forta
ble
livin
g cl
ose
to th
e gr
eene
ry• P
roxi
mity
to lo
catio
ns U
hříněv
es a
nd P
růho
nice
, with
in re
ach
of th
e D
1 hi
ghw
ay a
nd th
e sh
oppi
ng a
rea
• A s
port
and
wel
lnes
s ce
nter
is lo
cate
d ne
arby
the
resi
dent
ial c
ompl
ex
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15Va
luat
ion
Prop
erty
add
ress
: Ben
ice,
Cze
ch R
epub
lic
30/0
6/20
15Va
luat
ion
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKBe
nice
Cze
ch R
epub
licAg
ricul
tura
l lan
dC
ZKC
ZK/ s
qm
Mar
ket V
alue
149
400
000
30
0
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
Mar
ket V
alue
in E
UR
EUR
EUR
/sq
m
Mar
ket V
alue
5 48
4 00
0
11
.01
SWO
T AN
ALYS
ISC
omm
ents
Stre
ngth
s
Opp
ortu
nitie
s
Wea
knes
ses
Met
hodo
logy
Ris
ks
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Plan
ning
Per
mit
NO
NO
498
000
sqm
The
prop
erty
is a
par
t of a
resi
dent
ial p
roje
ct w
hich
is lo
cate
d in
Ben
ice,
a
villa
ge w
hich
is s
ituat
ed a
ppro
xim
atel
y 13
km
to th
e so
uth-
east
of P
ragu
e ci
ty c
entre
.
The
prop
erty
is s
ituat
ed in
the
east
ern
part
of th
e vi
llage
and
can
be
easi
ly a
cces
sed
by e
xit 6
from
the
D1
high
way
. The
exi
t als
o le
ads
to th
e m
ajor
out
let a
nd s
hopp
ing
zone
, Prů
honi
ce. T
o th
e no
rth, t
here
is a
long
ro
ad w
hich
pro
vide
s ac
cess
to P
ragu
e di
stric
ts U
hříněv
es a
nd H
orní
Měc
holu
py.
Free
hold
DTZ
Ther
e ar
e fiv
e ph
ases
of t
he B
enic
e pr
ojec
t, co
mpr
isin
g ap
prox
imat
ely
68
hect
ares
of l
and.
The
pro
ject
sta
rted
in 2
007.
Beni
ce 2
-5 c
ompr
ises
app
roxi
mat
ely
607
004
sq m
(60.
7 he
ctar
es) o
f la
nd. T
he in
frast
ruct
ure
is a
t the
bor
der o
f the
site
. The
zon
ing
for P
hase
s 2-
5 is
agr
icul
tura
l use
thou
gh th
e cl
ient
is in
the
proc
ess
of tr
ying
to
chan
ge th
e m
aste
r pla
n.
With
the
dedu
ctio
n of
the
stre
ets,
land
for t
ank
rete
ntio
n an
d la
nd fo
r a
high
vol
tage
dis
tribu
tion
line,
the
land
for r
esid
entia
l dev
elop
men
t re
pres
ents
498
000
sq
m.
• Low
er d
eman
d on
urb
an a
reas
with
no
civi
c am
eniti
es
• Neg
otia
tions
abo
ut c
hang
e to
the
mas
terp
lan
repe
ated
ly fa
iled
• Pub
lic tr
ansp
ort e
xten
tion
in th
e fu
ture
• Com
forta
ble
livin
g cl
ose
to th
e gr
eene
ry
30/0
6/20
15Va
luat
ion
The
site
is a
n gr
icul
ture
land
sui
tabl
e fo
r lar
ge s
cale
pro
ject
with
long
term
per
spec
tive.
Rec
ent m
aste
r pla
n ch
ange
dis
cuss
ion
faile
d.Prop
erty
add
ress
: Ben
ice,
Cze
ch R
epub
lic
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15Va
luat
ion
• Lan
d is
zon
ed a
s ag
ricul
tura
l
• Pos
sibi
lity
of g
ettin
g a
chan
ge to
the
mas
ter p
lan
• Im
med
iate
vic
inity
of r
esid
entia
l are
a
CO
MPA
RIS
ON
APP
RO
ACH
- an
ade
quat
e m
etho
d fo
r lan
d w
ithou
t Val
id p
lann
ing/
build
ing
perm
it.
27.2
5
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Bui
ldin
g Pe
rmit
Tenu
re
Valu
er
Mas
ter P
lan
Site
are
a
Beni
ce 2
-5
Prop
erty
nam
e: B
enic
e 2-
5 (a
gric
ultu
re la
nd)
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleTe
nure
Bui
ldin
g E
xcha
nge
rate
use
dVa
luat
ion
Cur
renc
yC
ZKC
ZK/s
q m
EUR
EUR
/sq
m
Val
uatio
n m
etho
d ad
opte
dV
alue
rC
ondi
tion
Dat
e of
last
insp
ectio
nG
ross
Mar
ket V
alue
256
300
000
14 6
909
407
000
539
Map
- M
acro
CZK
p.a
.C
ZK/s
q m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)14
843
844
973
54
4 82
836
Net
cur
rent
rent
13 9
66 3
4491
5
512
620
34
G
ross
Mar
ket r
ent
29 2
50 0
001
677
1 07
3 59
162
Cap
italis
atio
n ra
te9.
00%
9.00
%C
apita
lisat
ion
rate
on
Vaca
nt10
.00%
10.0
0%
Equi
vale
nt Y
ield
9.18
%9.
18%
Initi
al Y
ield
5.21
%5.
21%
Rev
ersi
onar
y Yi
eld
10.5
9%10
.59%
Phot
o - o
utsi
dePh
oto
- Ins
ide
Initi
al v
oid
(if a
pplic
able
)12
mon
ths
12m
onth
sEx
piry
voi
d6
to 1
2m
onth
s6
to 1
2m
onth
sN
ew le
ase
leng
th5
year
s5
year
s
Non
-rec
over
able
s p.
a.3.
00%
of E
RV
3.00
%of
ER
VLe
tting
fees
10.0
0%of
ER
V10
.00%
of E
RV
CAP
EX
11 5
73 3
69C
ZK42
4 78
9EU
R
Tota
l flo
or a
rea
17 4
47sq
m17
447
sqm
Let a
reas
15 2
63sq
m15
263
sqm
Loca
tion
Stru
ctur
al v
acan
cy-
sqm
- sq
m
Occ
upan
cy ra
te
Num
ber o
f car
par
king
spa
ces
- un
its-
units
WAU
LT (w
eigh
ted
by in
com
e)-
year
s-
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Free
hold
27.2
5
Offi
ce 119
35N
/A 8Fr
eeho
ldLi
ens
of c
oven
ant,
ease
men
t
87.4
8%87
.48%
The
Pro
perty
is s
ituat
ed in
Pra
gue
7, a
cen
trally
loca
ted
dist
rict o
n th
e op
posi
te b
ank
of th
e V
ltava
Riv
er to
the
city
cen
tre (P
ragu
e 1
and
Pra
gue
8). P
ragu
e 7
has
an a
ppro
xim
ate
popu
latio
n of
40,
700
inha
bita
nts.
Bub
ensk
a 1
is lo
cate
d cl
ose
to V
ltavs
ká M
etro
Sta
tion
(line
C
), tra
in s
tatio
n B
ubny
and
Hlá
vkův
Brid
ge. B
uben
ska
Stre
et le
ads
over
the
brid
ge w
here
the
road
bec
omes
Wils
onov
a, a
lso
know
n as
th
e M
agis
trala
, Pra
gue'
s ar
teria
l roa
d. T
he P
rope
rty is
opp
osite
to th
e la
rge
Bub
ny d
evel
opm
ent s
ite. T
he H
oleš
ovic
e di
stric
t has
see
n so
me
new
dev
elop
men
t in
rece
nt y
ears
. The
mos
t sig
nific
ant d
evel
opm
ents
are
the
Toko
vo (1
3,40
0 sq
m) a
nd L
ight
hous
e (2
1,00
0 sq
m)
offic
e bu
ildin
gs, b
oth
of w
hich
are
loca
ted
clos
e to
the
Libe
nsky
Brid
ge in
the
Hol
esov
ice
Por
t are
a. In
201
4 an
ext
ensi
ve a
dmin
istra
tive
sche
me
ArtG
en (2
3,00
0 sq
m) w
as d
eliv
ered
by
PP
F in
the
prox
imity
of t
he P
rope
rty.
As
an In
vest
men
t pro
duct
the
Por
perty
wou
ld a
ppea
l opp
ortu
nist
ic b
uyer
who
wou
ld p
roba
bly
re-d
evel
op th
e P
rope
rty. T
he P
rope
rty s
uffe
rs fr
om
high
vac
ancy
and
poo
r con
ditio
n (h
igh
oper
atin
g co
sts
and
CA
PE
X).
DTZ
Pra
gue
The
Pro
perty
was
con
stru
cted
dur
ing
the
1930
s an
d co
mpr
ises
nea
rly 1
7,50
0 sq
m o
f offi
ce a
nd re
tail
letta
ble
area
. It b
elon
gs to
the
mos
t di
stin
guis
hed
func
tiona
list b
uild
ings
in P
ragu
e. T
he P
rope
rty is
list
ed w
hich
mak
es a
ny re
-dev
elop
men
t cha
lleng
ing.
The
tena
nt m
ix
incl
udes
arti
sts,
thea
tres,
exh
ibiti
on h
alls
and
dan
ce s
tudi
os. A
dditi
onal
ly th
e bu
ildin
g ac
com
mod
ates
the
ambu
lanc
e se
rvic
e fo
r Pra
gue
7. M
ajor
ity o
f the
tena
nts
have
inde
finite
leas
e te
rm.
Ther
e ar
e sm
all r
etai
l/com
mer
cial
uni
ts lo
cate
d al
ong
the
front
of t
he P
rope
rty a
nd a
lso
two
smal
l cou
rtyar
ds fo
r par
king
. The
offi
ce ro
oms
rang
e fro
m 1
0 sq
m to
50
sq m
, with
mos
t of t
hem
hav
ing
ca. 3
0 sq
m.
Inve
stm
ent
July
201
5C
cla
ss
Prop
erty
nam
e: B
uben
ská
1
7 99
6Holešovice
946
Prop
erty
add
ress
: Bub
ensk
á 1,
Pra
gue
7
30 J
une
2015
Valu
atio
n D
ate:
30 J
une
2015
Cur
rent
Val
uatio
nC
urre
nt V
alua
tion
30 J
une
2015
Bube
nskáBu
bens
ká 1
Bube
nská
1
PRO
PER
TY
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKP
ragu
e-H
oleš
ovic
eC
zech
Rep
ublic
CZK
CZK
/sq
m
Mar
ket V
alue
1 41
5 24
0 00
0
7 00
0
Des
crip
tion
MA
RK
ET V
ALU
E in
Eur
os
Mar
ket V
alue
in E
UR
EU
RE
UR
/sq
m
Mar
ket V
alue
51 9
45 0
00
25
6.93
SWO
T A
NA
LYSI
SC
omm
ents
Stre
ngth
s• C
lose
to a
n es
tabl
ishe
d re
side
ntia
l are
a • V
ery
good
acc
essi
bilit
y an
d lo
catio
n cl
ose
to th
e ci
ty c
entre
Opp
urtu
nitie
s• P
ossi
bilit
y of
the
chan
ge o
f zon
ing
• Lar
ge s
cale
dev
elop
men
t clo
se to
the
city
cen
tre
Wea
knes
ses
• Cur
rent
ly th
e la
nd is
not
com
mer
cial
ly d
evel
opab
le
• The
dis
trict
suf
fers
from
hig
h of
fice
vaca
ncy
and
fallin
g re
nts
Met
hodo
logy
• Pos
sibl
e co
ntam
inat
ion
on th
e pl
ots
• Som
e of
the
build
ings
on
the
site
are
list
ed
Ris
ks• T
he m
aste
r pla
n ch
ange
in th
e ne
xt y
ears
is v
ery
unlik
ely
• Pos
sibi
lity
of lo
ss o
f the
inte
rrest
to c
ontin
ue n
egot
iatio
ns a
bout
th
e ch
ange
of t
he M
aste
r pla
n on
the
Clie
t's s
ide
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
27.2
5
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: B
ubny
Dev
elop
men
t
NO
Arg
entin
ská
NO
The
prop
erty
com
pris
es a
n ex
tens
ive
site
loca
ted
in P
ragu
e - H
oleš
ovic
e,
a di
stric
t whi
ch d
irect
ly n
eigh
bour
s w
ith P
ragu
e ci
ty c
entre
on
the
north
. Th
e si
te e
xten
ds to
202
177
sq
m. M
ost o
f the
site
is c
urre
ntly
unu
sed
and
seve
ral d
ated
bui
ldin
gs in
det
erio
ratin
g st
ate
of re
pair
are
loca
ted
on
it. S
ome
thes
e bu
ildin
gs a
re li
sted
. Con
tam
inat
ion
of th
e si
te is
exp
ecte
d.
The
deve
lopm
ent a
nd m
aste
r pla
n ch
ange
in th
e ne
xt y
ears
is v
ery
unlik
ely.
In
the
futu
re th
e de
velo
pmen
t of m
ix re
side
ntia
l, re
tail
and
offic
e us
e is
ex
pect
ed.
Cur
rent
Val
uatio
n
At t
he d
ate
of v
alua
tion
the
land
is n
ot c
omm
erci
ally
dev
elop
able
. Pot
entia
l cha
nge
of th
e m
aste
r pla
n in
the
futu
re.
We
have
add
opte
d th
e va
lue
of th
e P
rope
rty u
nder
ass
umpt
ion
that
ther
e is
mas
ter p
lan
chan
ge in
pla
ce a
nd th
at
ther
e ar
e no
dem
oliti
on a
nd d
econ
tam
inat
ion
cost
s ne
eded
.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15C
urre
nt V
alua
tion
Prop
erty
add
ress
: Ar
gent
insk
á, P
ragu
e-H
oleš
ovic
e, C
zech
Rep
ublic
30/0
6/20
15
Mas
ter P
lan
Site
are
a
The
site
occ
upie
s a
larg
e pa
rt of
the
Hol
ešov
ice
dist
rict,
Pra
gue
7. T
he
river
Vlta
va d
ivid
es th
e di
stric
t fro
m o
ther
s, n
amel
y Li
beň
(to th
e ea
st),
Kar
lín (t
o th
e so
uth)
and
Tró
ja (t
o th
e no
rth-w
est).
Hol
ešov
ice
offe
rs
suffi
cien
t pub
lic a
men
ities
as
wel
l as
larg
e S
trom
ovka
and
Let
ná p
arks
. Th
ere
is a
n ex
tens
ive
area
of P
ragu
e m
arke
t (P
ražs
ká tr
žnic
e) a
long
the
sout
h-ea
ster
m b
ound
ary
and
Pra
gue
Exp
o ar
ea n
eigh
bour
s w
ith th
e no
rth-w
este
rn c
orne
r of t
he p
rope
rty.
Arg
entin
ská
Stre
et p
rovi
des
conn
ectio
n w
ith th
e ci
ty c
entre
as
wel
l as
with
the
D8
high
way
(Úst
í na
Labe
m d
irect
ion)
.Fr
eeho
ldD
TZ
Plan
ning
Per
mit
202
177
sqm
Bro
wnf
ield
clo
se to
the
cent
re
CO
MP
AR
ISO
N A
PP
RO
AC
H -
an a
dequ
ate
met
hod
for l
and
with
out V
alid
pla
nnin
g/bu
ildin
g pe
rmit.
Prop
erty
add
ress
: B
eneš
ovsk
á, Děč
ín, C
zech
Rep
ublic
Loca
tion
Mar
ket V
alue
in C
ZKDěč
ínC
zech
Rep
ublic
Dev
elop
men
tC
ZKC
ZK/s
q m
Mar
ket V
alue
6 89
5 00
0
36
0
Des
crip
tion
Mar
ket V
alue
in E
UR
EUR
EUR
/sq
m
Mar
ket V
alue
253
000
13
Com
men
ts
Stre
ngth
s• C
onve
nien
t com
mer
cial
loca
tion
• Ver
y go
od a
cces
sibi
lity
via
the
road
262
Opp
urtu
nitie
s• F
utur
e de
velo
pmen
t pot
entia
l• P
lann
ing
perm
it ex
tens
ion
Wea
knes
ses
Met
hodo
logy
• B
row
nfie
ld w
hich
nee
ds e
xten
sive
dem
oliti
on a
nd re
vita
lisat
ion
• Con
cret
e pl
ant o
n th
e si
te -
plot
ow
ned
by C
EMEX
Ris
ks• U
ncer
tain
ty in
the
curr
ent e
cono
mic
clim
ate
- reg
ion
• Mai
ntan
ance
and
dem
oliti
on c
osts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in E
uros
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
27.2
5
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Cur
rent
Val
uatio
n
CO
MPA
RIS
ON
APP
RO
ACH
- an
ade
quat
e m
etho
d fo
r lan
d w
ithou
t Val
id b
uild
ing
perm
it.
Red
evel
opm
ent o
f the
pro
perty
in te
rms
of re
tail
or in
dust
rial u
se is
fitti
ng th
e si
te. P
rope
rty is
left
with
out
mai
ntan
ance
. W
e un
ders
tand
that
the
plan
ning
per
mis
sion
has
rece
ntly
exp
ired.
30/0
6/20
15
SWO
T AN
ALYS
IS
The
subj
ect p
rope
rty is
a fl
at c
omm
erci
al s
ite w
hich
com
pris
es m
ainl
y un
mai
ntai
ned
land
and
der
elic
t bui
ldin
gs w
hich
wer
e pr
evio
usly
use
d as
a
part
of fo
rmer
frei
ght t
rain
sta
tion.
Th
e si
te c
ompr
ises
19
152
sq m
. With
in th
e im
med
iate
vic
inity
of t
he s
ite
ther
e is
Děč
ín-W
est r
ailw
ay s
tatio
n, s
ome
indu
stria
l are
as a
nd re
side
ntia
l dw
ellin
gs.
On
the
ajac
ent p
lot t
here
is a
con
cret
e pl
ant,
situ
ated
in th
e m
iddl
e of
the
site
, whi
ch is
in o
wne
rshi
p of
diff
eren
t ow
ner.
Orc
o pl
an to
rede
velo
p th
is s
ite fo
r ret
ail u
se, h
owev
er, n
egot
iatio
ns w
ith
OBI
war
ehou
se fa
iled
in th
e pa
st.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Mas
ter P
lan
Site
are
a
Děč
ín h
as a
ppro
xim
atel
y 49
000
inha
bita
nts
and
is lo
cate
d 75
km
to th
e no
rth fr
om P
ragu
e, 3
0 km
to th
e no
rth fr
om Ú
sti n
ad L
abem
, 35
km to
no
rth w
est f
rom
Čes
ká L
ípa
and
14 k
m to
the
north
eas
t fro
m T
eplic
e.
The
site
is lo
cate
d on
the
east
edg
e of
the
city
2 k
m to
the
sout
h ea
st
from
the
Děč
ín´s
city
cen
tre a
long
the
maj
or ra
ilroa
d tra
cks
num
ber 2
62
on B
eneš
ovsk
á St
reet
.
Free
hold
DTZ
Plan
ning
Per
mit
NO
Bene
šovs
ká
YES
19 1
52 s
qm
Cur
rent
Val
uatio
n
Prop
erty
nam
e: D
evel
opm
ent l
and
Děč
ín
Prop
erty
add
ress
: D
oupo
vská
, Pra
gue,
Cze
ch R
epub
lic
Loca
tion
Mar
ket V
alue
in C
ZKPr
ague
C
zech
Rep
ublic
Orc
hard
, gar
dens
CZK
CZK
/sq
m
Mar
ket V
alue
35 2
00 0
00
20
0
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
Mar
ket V
alue
in E
UR
EUR
EUR
/sq
m
Mar
ket V
alue
1 29
0 00
0
7.
34
Com
men
ts
Stre
ngth
s• E
stab
lishe
d re
side
ntia
l are
a• P
roxi
mity
of H
ostiv
ar p
ark
• Ver
y go
od a
cces
sibi
lity
eith
er b
y ca
r or p
ublic
tran
spor
t
Opp
urtu
nitie
s• L
etta
ble
for p
ublic
eve
nts
• Pos
sibi
lity
to e
stab
lish
urba
n ga
rden
s
Wea
knes
ses
Met
hodo
logy
• A
ny d
evel
opm
ent i
n th
e fu
ture
is v
ery
unlik
ely
Ris
ks• M
aint
anan
ce c
osts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
30 J
une
2015
Valu
atio
n D
ate:
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y AS
SET
PRES
ENTA
TIO
N
Dou
povs
ká
NO
175
975
sqm
Cur
rent
Val
uatio
n
The
Prop
erty
is lo
cate
d on
Dou
povs
ká S
treet
in th
e m
unic
ipal
dis
trict
of
Prag
ue 1
5 - H
ostiv
ař c
a. 1
2 km
sou
thea
st o
f Pra
gue´
s ci
ty c
entre
.
The
surr
ound
ing
area
is p
redo
min
antly
resi
dent
ial w
ith a
few
hig
h ris
e bu
ildin
gs o
f var
ying
age
and
qua
lity,
ther
e ar
e al
so a
few
sm
all r
etai
l uni
ts
incl
udin
g a
supe
rmar
ket.
Ther
e ar
e al
so n
umer
ous
serv
ices
and
recr
eatio
nal
faci
litie
s ne
arby
, inc
ludi
ng a
hor
se ri
ding
sch
ool.
Imm
edia
te tr
ansp
ort
faci
litie
s in
clud
e a
bus
stop
ser
vici
ng a
num
ber o
f rou
tes
is lo
cate
d to
the
sout
h of
the
site
.
Free
hold
DTZ
30/0
6/20
15
Plan
ning
Per
mit
NO
SWO
T AN
ALYS
IS
30/0
6/20
15C
urre
nt V
alua
tion
The
site
repr
esen
ts a
flat
plo
t of l
and
in w
ider
city
cen
tre o
f Pra
gue,
The
site
is
und
evel
oped
cov
ered
by
wild
veg
etat
ion
The
site
are
a eq
uals
nea
rly 1
7.6
ha a
nd w
as p
revi
ousl
y us
ed a
s an
orc
hard
. W
e un
ders
tand
from
the
owne
r tha
t any
dev
elop
men
t on
site
in th
e fu
ture
is
very
unl
ikel
y.
CO
MPA
RIS
ON
APP
RO
ACH
- an
ade
quat
e m
etho
d fo
r lan
d w
ithou
t Val
id p
lann
ing/
build
ing
perm
it.
Cur
rent
ly th
ere
is n
o m
aste
r pla
n fo
r the
sub
ject
site
and
no
chan
ge is
exp
ecte
d. A
ny d
evel
opm
ent i
n th
e fu
ture
is
ver
y un
likel
y.As
the
clie
nt re
ques
ted
we
have
app
lied
an a
ssum
ptio
n th
at th
e la
nd c
an n
ot b
e de
velo
ped
in th
e fu
ture
.
27.2
5
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: D
oupo
vská
Mas
ter P
lan
Site
are
a
PRO
PER
TY
Loca
tion
Mar
ket V
alue
in C
ZKŠp
indl
erův
Mlý
nC
zech
Rep
ublic
CZK
CZK
/sq
m
Mar
ket V
alue
43 6
57 0
00
14
400
Plan
ning
Per
mit
YES
Biu
ldin
g Pe
rmit
NO
Tenu
re
Free
hold
Free
hold
Valu
erD
TZ
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
Mar
ket V
alue
in E
UR
EUR
EUR
/sq
m
Mar
ket V
alue
1 60
2 00
0
52
9
Com
men
ts
Stre
ngth
• Goo
d tra
nspo
rt ac
cess
• Uni
que
loca
tion
surr
ound
ed b
y na
ture
and
clo
se to
the
ski a
reas
Opp
urtu
nitie
s• R
edev
elop
men
t of t
he p
rope
rty in
to a
goo
d st
anda
rd h
otel
Wea
knes
ses
• Pro
perty
is in
bad
con
ditio
n w
ithou
t mai
nten
ance
- C
APEX
nee
ded
• C
ity c
ounc
il re
quire
a h
otel
use
- no
oth
er u
se is
pos
sibl
e�• D
eman
ding
clim
ate
cond
ition
sM
etho
dolo
gy
Ris
ks• T
he p
rope
rty h
as a
lread
y be
en c
lose
d fo
r sev
eral
yea
rs• U
ncer
tain
ty in
cur
rent
eco
nom
ic c
limat
e an
d ch
alle
ngin
g ho
tel
mar
ket i
n th
e ar
ea
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
3 03
2 sq
m
30 J
une
2015
Valu
atio
n D
ate:
Prop
erty
add
ress
: Špi
ndle
rův
Mlý
n 16
4, Š
pind
lerů
v M
lýn,
Cze
ch R
epub
lic
ASSE
T PR
ESEN
TATI
ON
Hot
el re
deve
lopm
ent
15 1
61 s
qm
30/0
6/20
15
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Cur
rent
Val
uatio
n
SWO
T AN
ALYS
IS
30/0
6/20
15Th
e pr
oper
ty w
as o
rigin
ally
use
d as
a h
igh
clas
s ho
tel.
Ther
e is
a
plan
ning
per
mis
sion
for t
he re
cons
truct
ion
and
exte
nsio
n of
the
hote
l va
lid ti
ll 11
/201
6.
Acco
rdin
g to
the
info
rmat
ion
from
the
Clie
nt d
evel
opm
ent p
lan
is n
ot
final
ised
. The
cur
rent
Gro
ss In
tern
al F
loor
Are
a of
the
prop
erty
is 3
03
1.76
sq
m.
The
prop
erty
is in
poo
r con
ditio
n le
ft w
ithou
t mai
nten
ance
. H
igh
hum
idity
oc
cure
d du
e to
repe
titio
us b
reak
s of
pip
e lin
es w
hich
cau
ses
flood
s in
un
derg
roun
d flo
ors.
Cur
rent
Val
uatio
n
Valu
e pe
r sq
m h
as b
een
appl
ied
at th
e le
vel o
f CZK
14
400
per s
q m
of G
IFA.
H
otel
mar
ket i
n Šp
indl
erův
Mlý
n is
ver
y ch
alle
ngin
g. T
he p
rope
ry is
in d
eter
iora
ting
stat
e of
repa
ir le
ft w
ithou
t m
aint
enan
ce. H
otel
rede
velo
pmet
nl w
ould
nee
d hi
gh v
olum
e of
inve
stm
ents
to b
e ca
rrie
d ou
t. Va
lidity
term
of
plan
ning
per
mis
sion
has
bee
n ex
tend
ed.
At th
e m
omen
t we
unde
rsta
nd th
at th
e pr
oper
ty is
in p
oor s
tate
and
that
the
Clie
nt p
lann
s an
ext
ensi
on o
f the
ho
tel.
CO
MPA
RIS
ON
APP
RO
ACH
- Th
e Pr
oper
ty h
as b
een
valu
ed u
sing
a c
ompa
rabl
e m
etho
d.
27.2
5
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
nC
ount
ryN
atur
eEx
chan
ge ra
te (€
)
Mas
ter P
lan
Site
are
a
Špin
dlerův
Mlý
n 16
4
Prop
erty
nam
e: G
rand
Hot
el Š
pind
lerů
v M
lýn
PRO
PER
TY
Špin
dlerův
Mlý
n is
the
wel
l-kno
wn
and
frequ
ente
d m
ount
ain
reso
rt in
the
Cze
ch R
epub
lic. L
ocat
ed in
Krk
onoš
e M
ount
ains
this
tow
n ha
s be
com
e a
popu
lar d
estin
atio
n bo
th fo
r loc
al a
nd fo
reig
n to
uris
ts.
The
Prop
erty
is s
ituat
ed o
n th
e rig
ht s
ide
of th
e m
ain
road
lead
ing
thro
ugh
Špin
dlerův
Mlý
n to
the
Med
vedi
n sk
i res
ort a
nd th
e Šp
indl
erov
ka
cabi
n. T
here
are
sev
eral
hot
els
and
cabi
ns lo
cate
d on
the
slo
pes.
The
Pr
oper
ty is
situ
ated
at a
woo
ded
area
.YE
S
Gro
ss in
tern
al a
rea
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleTe
nure
Bui
ldin
g E
xcha
nge
rate
use
dM
arke
t Val
ueC
ZKC
ZK/s
q m
EUR
EUR
/sq
m
Val
uatio
n m
etho
d ad
opte
dV
alue
rC
ondi
tion
Dat
e of
last
insp
ectio
nG
ross
Mar
ket V
alue
29 9
70 0
003
405
1 10
0 00
012
5
Map
- M
acro
Map
- M
icro
CZK
p.a
.C
ZK/s
q m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)3
727
770
617
136
824
23N
et c
urre
nt re
nt3
436
657
569
126
139
21G
ross
Mar
ket r
ent
4 85
1 79
055
117
8 08
020
Cap
italis
atio
n ra
te13
.00%
13.0
0%C
apita
lisat
ion
rate
on
Vaca
nt13
.00%
13.0
0%
Equi
vale
nt Y
ield
13.0
0%13
.00%
Initi
al Y
ield
11.0
2%11
.02%
Rev
ersi
onar
y Yi
eld
14.6
3%14
.63%
Phot
o - o
utsi
dePh
oto
- Ins
ide
Initi
al v
oid
(if a
pplic
able
)12
mon
ths
12m
onth
sEx
piry
voi
d9
- 12
mon
ths
9 - 1
2m
onth
sN
ew le
ase
leng
th5
year
s5
year
s
Non
-rec
over
able
s p.
a.0.
50%
of E
RV
0.50
%of
ER
VLe
tting
fees
10.0
0%of
ER
V10
.00%
of E
RV
CAP
EX
1 32
1 79
1C
ZK48
515
EUR
Tota
l flo
or a
rea
8 80
1sq
m8
801
sqm
Let a
reas
6 04
5sq
m6
045
sqm
Stru
ctur
al V
acan
cy1
000
sqm
1 00
0sq
mLo
catio
nO
ccup
ancy
rate
Num
ber o
f car
par
king
spa
ces
- un
its-
units
WAU
LT (w
eigh
ted
by in
com
e)3.
3ye
ars
3.3
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Prop
erty
add
ress
: Pl
zeňs
ká 3
87, S
tříb
ro
Free
hold
27.2
5
30 J
une
2015
68.6
9%68
.69%
Cur
rent
Val
uatio
n
DTZ
Pra
gue
The
Pro
perty
com
pris
es a
pur
pose
bui
lt in
dust
rial p
ark
desi
gnat
ed o
rigin
ally
for l
ight
indu
stria
l pro
duct
ion.
The
par
k w
as re
cons
truct
ed in
th
e 19
90's
to m
atch
the
dem
and
for h
igh
qual
ity s
pace
s, fe
atur
ing
conc
rete
floo
rs a
nd la
rge
acce
ss a
reas
. Site
are
a of
60,
753
sq m
co
mpr
ises
11
sepa
rate
mul
ti pu
rpos
e bu
ildin
gs a
nd e
xter
nal c
ar p
arki
ng. M
ultip
le w
areh
ouse
acc
ess
supp
ortin
g lo
gist
ics
with
wid
e ro
ads
for h
eavy
goo
ds.
Cur
rent
ly th
e P
rope
rty is
par
tly le
ased
to o
ne te
nant
(Ide
al A
utom
otiv
e) a
nd th
e re
nt is
den
omin
ated
in E
UR
. Rem
aini
ng p
art o
f the
pr
emis
es re
mai
ns v
acan
t.
Prop
erty
nam
e: S
tříb
ro In
dust
rial P
ark
60 7
53Stříbro
1910
30 J
une
2015
Cur
rent
Val
uatio
n
The
prop
erty
wou
ld p
roba
bly
appe
al o
wne
r occ
upie
rs o
r opp
ortu
nist
ic in
vest
ors
who
wou
ld b
e co
mfo
rtabl
e w
ith B
-cla
ss p
rodu
ct w
ith li
mite
d ac
cess
to th
e hi
ghw
ay n
etw
ork.
The
Pro
perty
is d
ated
with
nee
d of
ann
ual m
aint
anan
ce c
osts
and
furth
er C
AP
EX.
30 J
une
2015
Valu
atio
n D
ate:
Free
hold
Inve
stm
ent
N/A
Indu
stria
l17 N/A
1990
s3
The
Pro
perty
is lo
cate
d in
the
Plz
en R
egio
n in
the
Wes
t of t
he C
zech
Rep
ublic
, bet
wee
n th
e ci
ty o
f Pils
en (3
3 km
) and
the
Ger
man
bo
rder
(48
km).
The
tow
n of
Stří
bro
has
a po
pula
tion
of a
ppro
xim
atel
y 7,
900
peop
le. T
he P
rope
rty h
as g
ood
trans
port
links
to m
ajor
G
erm
an c
ities
, inc
ludi
ng N
urem
burg
, Mun
ich,
Stu
ttgar
t and
Fra
nkfu
rt, w
hils
t the
nea
rby
D5
Hig
hway
pro
vide
s di
rect
tran
spor
tatio
n to
P
ilsen
and
Pra
gue
and
the
rest
of t
he C
zech
Rep
ublic
.
Oct
ober
201
4B
cla
ss
Stříb
ro In
dust
rial P
ark
Stříb
ro In
dust
rial P
ark
Stříb
ro In
dust
rial P
ark
Stříb
ro In
dust
rial P
ark
Stříb
ro In
dust
rial P
ark
Prop
erty
nam
e: K
ošík
I&II
Prop
erty
add
ress
: D
oupo
vská
, Pra
gue
10, C
zech
Rep
ublic
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZK
Mar
ket V
alue
Tenu
re
Free
hold
Free
hold
Valu
erD
escr
iptio
n
MAR
KET
VAL
UE
in E
uros
Loca
tion
Map
& P
hoto
grap
h
Mar
ket V
alue
in €
Mar
ket V
alue
Met
hodo
logy
Stre
ngth
s
Com
men
ts
Opp
urtu
nitie
sM
ARK
ET V
ALU
E An
alys
is
Tota
l flo
or a
reas
Pric
e/sq
msq
m/ u
nits
CZK
%%
Com
mer
cial
uni
t10
4.0
28 0
0093
.0%
Park
ing
spac
es2.
011
0 00
07.
0%R
isks
TOTA
L10
4.00
- 10
0.0%
Rem
aini
ng C
onst
ruct
ion
Cos
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Exch
ange
rate
(€)
27.2
5
Mai
n us
e
The
proj
ect S
lune
čný
vrše
k co
mpr
ises
thre
e co
mpl
eted
pha
ses
I, II,
IIIA
and
two
unde
velo
ped
phas
es II
I B&C
.
Phas
e I,
whi
ch w
as c
ompl
eted
in Q
4 20
06, c
ompr
ises
571
apa
rtmen
ts, 2
26 c
ella
rs a
nd
7 co
mm
erci
al u
nits
. Pha
se II
, whi
ch w
as c
ompl
eted
in Q
4 20
08, c
ompr
ises
125
ap
artm
ents
, 91
cella
rs a
nd 1
2 co
mm
erci
al u
nits
.
Cur
rent
ly, o
nly
one
com
mer
cial
uni
t (10
4.2
sq m
) and
two
park
ing
spac
es re
mai
n un
sold
. The
com
mer
cial
uni
t is
used
by
the
owne
r as
a sa
les
poin
t for
the
phas
es II
I B&
C w
hich
are
cur
rent
ly u
nder
con
stru
ctio
n.
Dis
tanc
e fro
m a
met
ro s
tatio
n, a
cces
sibl
e by
bus
es w
ithin
15
min
utes
.Th
e pr
ojec
t is
exte
nsiv
e an
d ha
s on
ly li
mite
d ci
vic
amen
ities
.
Larg
e re
side
ntia
l sup
ply
in P
ragu
e 10
and
sim
ilar l
ocat
ions
(Byt
y M
aleš
ice,
Ek
ospo
l, Sk
ansk
a, J
RD
, YIT
etc
.).
Cur
rent
Val
uatio
n
Wea
knes
ses
220
000
3 13
2 00
0
CZK
2 91
2 00
0
Valu
e
Cou
ntry
Nat
ure
Uns
old
Floo
r Are
a10
4.0
sqm
DTZ
Site
are
aN
/A
Con
stru
ctio
n da
te20
06 &
200
8
Cze
ch R
epub
licR
esid
entia
l inv
ento
ry
Add
ress
Tow
n
PRO
PER
TY
Dou
povs
ká, B
ratis
lavs
káPr
ague
10
30/0
6/20
15
SWO
T AN
ALYS
IS
Valu
e de
crea
se is
just
ified
by
a de
crea
se in
the
unso
ld u
nits
(one
par
king
spa
ce le
ss th
an in
Dec
embe
r 201
4).
CO
MPA
RIS
ON
APP
RO
ACH
RET
AIN
ED -
an a
ppro
pria
te m
etho
d fo
r com
plet
ed re
side
ntia
l bui
ldin
gs.
Esta
blis
hed
resi
dent
ial a
rea.
Loca
tion
clos
e to
the
gree
nery
nea
r the
Hos
tivař
dam
.W
ide
rang
e of
ser
vice
s an
d sp
ort f
acilit
ies
in th
e ne
ighb
ourh
ood.
Park
ing
in th
e un
derg
roun
d ga
rage
s.
Goo
d lo
catio
n fo
r you
ng fa
milie
s an
d pe
rson
s w
ith a
n ac
tive
lifes
tyle
.Sa
le o
f the
pro
ject
is a
lmos
t com
plet
ed.
CZK
0.0
0
EUR
110
000
The
Prop
erty
Koš
ík -
Slun
ečný
vrš
ek is
loca
ted
in th
e m
unic
ipal
dis
trict
of P
ragu
e 10
- H
ostiv
ař c
a 12
km
sou
th-e
ast o
f the
Pra
gue
city
cen
tre. T
he im
med
iate
vic
inity
co
mpr
ises
pre
dom
inan
tly re
side
ntia
l use
of v
ario
us ty
pes,
pub
lic a
men
ities
and
a la
rge
gree
nery
nea
rby,
adj
acen
t to
the
Dou
povs
ká ro
ad. V
ehic
ular
acc
ess
to th
e Pr
oper
ty is
go
od. P
ublic
tran
spor
t con
nect
ion
is li
mite
d to
a n
umbe
r of b
us li
nes
runn
ing
alon
g D
oupo
vská
and
K H
orká
m S
treet
s.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15C
urre
nt V
alua
tion
CZK
3 13
0 00
0
Prop
erty
nam
e: K
ošík
IIIa
Prop
erty
add
ress
: K
Hor
kám
, Pra
gue
10, C
zech
Rep
ublic
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZK
Mar
ket V
alue
Tenu
re
Free
hold
Free
hold
Valu
er
Des
crip
tion
MA
RK
ET V
ALU
E in
Eur
osLo
catio
n M
ap &
Pho
togr
aph
Mar
ket V
alue
in €
Mar
ket V
alue
Met
hodo
logy
Stre
ngth
s
Com
men
ts
Opp
urtu
nitie
sM
AR
KET
VA
LUE
Ana
lysi
s
Gro
ss D
evel
opm
ent V
alue
Tota
l flo
or a
reas
sq m
/ uni
tsC
ZK%
%
Park
ing
spac
es5.
011
0 00
010
0%
Ris
ksTO
TAL
- -
100.
0%
Rem
aini
ng C
onst
ruct
ion
Cos
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
CZK
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15C
urre
nt V
alua
tion
30/0
6/20
15
SWO
T A
NA
LYSI
S
Mar
ket v
alue
rem
ain
unch
ange
d si
nce
no s
ales
hav
e be
en c
ompl
eted
sin
ce D
ecem
ber 2
014.
CO
MPA
RIS
ON
APP
RO
ACH
RET
AIN
ED -
an a
ppro
pria
te m
etho
d fo
r com
plet
ed re
side
ntia
l bui
ldin
gs.
Esta
blis
hed
resi
dent
ial a
rea.
Loca
tion
clos
e to
the
gree
nery
nea
r the
Hos
tivař
dam
.W
ide
rang
e of
ser
vice
s an
d sp
ort f
acili
ties
in th
e ne
ighb
ourh
ood.
Park
ing
in th
e un
derg
roun
d ga
rage
s.
CZK
0.0
0
Wea
knes
ses
EUR
550
000
Add
ress
Tow
n
PRO
PER
TY
K H
orká
m, B
ratis
lavs
káPr
ague
10
Cur
rent
Val
uatio
n
Pric
e/sq
m
Cou
ntry
Nat
ure
Uns
old
Floo
r Are
a in
cl. c
ella
rsN
/A
DTZ
Site
are
aN
/A
Con
stru
ctio
n da
te20
09
Cze
ch R
epub
licR
esid
entia
l inv
ento
ryTh
e Pr
oper
ty K
ošík
- Sl
uneč
ný v
ršek
is lo
cate
d in
the
mun
icip
al d
istri
ct o
f Pra
gue
10 -
Hos
tivař
ca
12 k
m s
outh
-eas
t of t
he P
ragu
e ci
ty c
entre
. The
imm
edia
te v
icin
ity
com
pris
es p
redo
min
antly
resi
dent
ial u
se o
f var
ious
type
s, p
ublic
am
eniti
es a
nd a
larg
e gr
eene
ry n
earb
y, a
djac
ent t
o th
e D
oupo
vská
road
. Veh
icul
ar a
cces
s to
the
Prop
erty
is
good
. Pub
lic tr
ansp
ort c
onne
ctio
n is
lim
ited
to a
num
ber o
f bus
line
s ru
nnin
g al
ong
Dou
povs
ká a
nd K
Hor
kám
Stre
ets.
550
000
Mai
n us
e
20 0
00
CZK
550
000
GD
V
Exch
ange
rate
(€)
27.2
5
The
proj
ect S
lune
čný
vrše
k co
mpr
ises
thre
e co
mpl
eted
pha
ses
I, II,
IIIA
and
two
unde
velo
ped
phas
es II
I B&C
.
Phas
e I,
whi
ch w
as c
ompl
eted
in Q
4 20
06, c
ompr
ises
571
apa
rtmen
ts, 2
26 c
ella
rs a
nd
7 co
mm
erci
al u
nits
. Pha
se II
, whi
ch w
as c
ompl
eted
in Q
4 20
08, c
ompr
ises
125
ap
artm
ents
, 91
cella
rs a
nd 1
2 co
mm
erci
al u
nits
.
Cur
rent
ly, f
ive
park
ing
spac
es re
mai
n un
sold
in th
e ph
ase
IIIA.
Dis
tanc
e fro
m a
met
ro s
tatio
n, a
cces
sibl
e by
bus
es w
ithin
15
min
utes
.Th
e pr
ojec
t is
exte
nsiv
e an
d ha
s on
ly li
mite
d ci
vic
amen
ities
.
Larg
e re
side
ntia
l sup
ply
in P
ragu
e 10
and
sim
ilar l
ocat
ions
(ByT
y M
aleš
ice,
Ek
ospo
l, Sk
ansk
a, J
RD
, YIT
etc
.).
Goo
d lo
catio
n fo
r you
ng fa
mili
es a
nd p
erso
ns w
ith a
n ac
tive
lifes
tyle
.Sa
le o
f the
pro
ject
is a
lmos
t com
plet
ed.
Prop
erty
nam
e: K
ošík
IIIb
Prop
erty
add
ress
: B
ratis
lavs
ká, P
ragu
e 10
, Cze
ch R
epub
lic
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKPr
ague
C
zech
Rep
ublic
Res
iden
tial
CZK
CZK
/sq
m
Mar
ket V
alue
330
440
000
33 6
67
Loca
tion
Map
& P
hoto
grap
hD
escr
iptio
nM
AR
KET
VA
LUE
in E
uros
Mar
ket V
alue
in €
EUR
EUR
/sq
m
Mar
ket V
alue
12 1
30 0
00
1 23
6
Com
men
ts
Met
hodo
logy
Stre
ngth
s• G
reen
ery
area
s an
d H
ostiv
ař d
am in
the
vici
nity
.
• Par
king
in th
e un
derg
roun
d ga
rage
s.• V
ario
us p
ublic
am
eniti
es in
the
neig
hbou
rhoo
d.
Opp
urtu
nitie
sD
EVEL
OPM
ENT
APP
RIS
AL
• Ver
y go
od lo
catio
n fo
r you
ng fa
mili
es a
nd p
erso
ns w
ith a
n ac
tive
lifes
tyle
.• S
ales
of t
he a
partm
ents
alm
ost c
ompl
eted
.
12 0
73 s
q m
(gar
dens
not
inlc
uded
)U
nita
ry R
atio
for a
ppar
tmen
ts
40 0
00 C
ZK/s
q m
Wea
knes
ses
No.
Of p
arki
ng u
nits
166
• Dis
tanc
e fro
m th
e m
etro
; pub
lic tr
ansp
orta
tion
prov
ided
onl
y by
bus
es.
Con
tinge
ncie
s5.
00%
• Lim
ited
civi
c am
eniti
es in
the
imm
edia
te p
roxi
mity
.
46
4 58
8 30
0 C
ZKPr
ofes
sion
al c
osts
7.00
%To
tal C
osts
91
912
718
CZK
Proj
ect m
anag
er8.
00%
Con
stru
ctio
n C
osts
61
450
000
CZK
Selli
ng fe
es2.
00%
Ris
ksFi
nanc
ing
4.00
%• L
arge
resi
dent
ial s
uppl
y in
Pra
gue
10 a
nd s
imila
r loc
atio
ns (B
yTy
Mal
ešic
e,Ek
ospo
l, Sk
ansk
a, J
RD
, YIT
etc
.)M
arke
t Val
ue33
0 44
0 00
0C
ZKPr
ofit
on G
DV
9.09
%Pr
ofit
on c
osts
10.0
0%
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Cur
rent
Val
uatio
n
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15C
urre
nt V
alua
tion
Tenu
re
Valu
er
30/0
6/20
15
SWO
T A
NA
LYSI
S
The
Prop
erty
Koš
ík -
Slun
ečný
vrš
ek is
loca
ted
in th
e m
unic
ipal
dis
trict
of P
ragu
e 10
- H
ostiv
ař c
a 12
km
sou
th-e
ast o
f the
Pra
gue
city
cen
tre. T
he im
med
iate
vic
inity
co
mpr
ises
pre
dom
inan
tly re
side
ntia
l use
of v
ario
us ty
pes,
pub
lic a
men
ities
and
a la
rge
gree
nery
nea
rby,
adj
acen
t to
the
Dou
povs
ká ro
ad. V
ehic
ular
acc
ess
to th
e Pr
oper
ty is
go
od. P
ublic
tran
spor
t con
nect
ion
is li
mite
d to
a n
umbe
r of b
us li
nes
runn
ing
alon
g D
oupo
vská
and
K H
orká
m S
treet
s.
Free
hold
DTZ
Plan
ning
Per
mit
YES
27.2
45
Add
ress
Tow
n
YES
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Mas
ter P
lan
Site
are
a
PRO
PER
TY
Dou
povs
ká/ B
ratis
lavs
ká
YES
9 81
5 sq
m
Phas
e III
com
pris
es p
arts
A, B
and
C. C
onst
ruct
ion
at P
hase
III A
com
men
ced
in M
ay
2008
and
was
com
plet
ed in
Oct
ober
200
9.
Con
stru
ctio
n of
the
phas
e III
B ha
s st
arte
d in
201
4 an
d is
due
to b
e co
mpl
eted
in H
2 20
15. O
n co
mpl
etio
n th
e sc
hem
e w
ill p
rovi
de 1
51 a
partm
ents
with
in 3
apa
rtmen
t bu
ildin
gs (J
, K, L
). At
the
date
of v
alua
tion
136
resi
dent
ial u
nits
wer
e pr
e-so
ld a
nd 1
5 un
its re
mai
n fo
r sal
e. T
he p
roje
ct a
lso
com
pris
es e
ight
com
mer
cial
uni
ts o
ut o
f whi
ch
thre
e ar
e pr
e-so
ld. R
emai
ning
con
stru
ctio
n co
sts
are
estim
ated
at t
he le
vel o
f 61
450
000
CZK
.
Gro
ss D
evel
opm
ent V
alue
DEV
ELO
PM
ENT
APP
RAI
SAL
(cro
ss c
heck
ed w
ith c
ompa
rison
app
roac
h) -
an a
dequ
ate
met
hod
for d
evel
opm
ent
proj
ects
und
er c
onst
ruct
ion.
Net
Are
a in
cl. C
ella
rs
Prag
ue re
side
ntia
l mar
ket r
emai
ns v
ery
stro
ng. T
he c
onst
ruct
ion
is in
an
adva
nced
sta
ge a
nd 9
0% o
f the
apa
rtmen
ts
are
curr
ently
pre
-sol
d.
Prop
erty
nam
e: K
ošík
IIIc
Prop
erty
add
ress
: R
ižsk
á, P
ragu
e 10
, Cze
ch R
epub
lic
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKPr
ague
C
zech
Rep
ublic
Res
iden
tial
CZK
CZK
/sq
m
Mar
ket V
alue
82 4
90 0
00
9 97
9
Loca
tion
Map
& P
hoto
grap
hD
escr
iptio
nM
AR
KET
VA
LUE
in E
uros
Mar
ket V
alue
in €
EUR
EUR
/sq
m
Mar
ket V
alue
3 03
0 00
0
366
Met
hodo
logy
Stre
ngth
sC
omm
ents
• Par
king
in th
e un
derg
roun
d ga
rage
s.• V
ario
us p
ublic
am
eniti
es in
the
neig
hbou
rhoo
d.
Opp
urtu
nitie
s• P
oten
tial e
xten
tion
of th
e pr
ojec
t in
the
futu
reD
EVEL
OPM
ENT
APP
RIS
AL
7
086
sq
mW
eakn
esse
s U
nita
ry R
atio
for a
ppar
tmen
ts
40 0
00 C
ZK/s
q m
• Dis
tanc
e fro
m th
e m
etro
; pub
lic tr
ansp
orta
tion
prov
ided
onl
y by
bus
es.
No.
Of p
arki
ng u
nits
107
• Lim
ited
civi
c am
eniti
es in
the
imm
edia
te p
roxi
mity
.C
ontin
genc
ies
4.00
%
27
0 13
7 40
0 C
ZKPr
ofes
sion
al c
osts
3.00
%To
tal C
osts
152
408
718
CZK
Proj
ect m
anag
er2.
50%
Ris
ksC
onst
ruct
ion
Cos
ts
12
4 82
7 30
0 C
ZKSe
lling
fees
2.00
%• L
arge
resi
dent
ial s
uppl
y in
Pra
gue
10 a
nd s
imila
r loc
atio
ns (B
yTy
Mal
ešic
e,Fi
nanc
ing
4.00
%Ek
ospo
l, Sk
ansk
a, J
RD
, YIT
etc
.)M
arke
t Val
ue82
490
000
CZK
Prof
it on
GD
V 13
.04%
Prof
it on
cos
ts15
.00%
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Cur
rent
Val
uatio
n
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15C
urre
nt V
alua
tion
Tenu
re
Valu
er
30/0
6/20
15
SWO
T A
NA
LYSI
S
The
Prop
erty
Koš
ík -
Slun
ečný
vrš
ek is
loca
ted
in th
e m
unic
ipal
dis
trict
of P
ragu
e 10
- H
ostiv
ař c
a 12
km
sou
th-e
ast o
f the
Pra
gue
city
cen
tre. T
he im
med
iate
vic
inity
co
mpr
ises
pre
dom
inan
tly re
side
ntia
l use
of v
ario
us ty
pes,
pub
lic a
men
ities
and
a la
rge
gree
nery
nea
rby,
adj
acen
t to
the
Dou
povs
ká ro
ad. V
ehic
ular
acc
ess
to th
e Pr
oper
ty is
go
od. P
ublic
tran
spor
t con
nect
ion
is li
mite
d to
a n
umbe
r of b
us li
nes
runn
ing
alon
g D
oupo
vská
and
K H
orká
m S
treet
s.
Free
hold
DTZ
Plan
ning
Per
mit
YES
27.2
45
Add
ress
Tow
n
YES
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Mas
ter P
lan
Site
are
a
PRO
PER
TY
Dou
povs
ká/ R
ižsk
á
YES
8 26
6 sq
m
Phas
e III
com
pris
es p
arts
A, B
and
C. C
onst
ruct
ion
at P
hase
III A
com
men
ced
in M
ay
2008
and
was
com
plet
ed in
Oct
ober
200
9.
Con
stru
ctio
n of
the
phas
e III
C h
as s
tarte
d in
Q1
2015
and
the
com
plet
ion
is p
lann
ed
for Q
3 20
16. O
n co
mpl
etio
n th
e sc
hem
e w
ill p
rovi
de 8
0 ap
artm
ents
with
in 2
apa
rtmen
t bu
ildin
gs (M
, N).
At th
e da
te o
f val
uatio
n 45
uni
ts w
ere
pre-
sold
and
35
units
rem
ain
for s
ale.
Rem
aini
ng c
onst
ruct
ion
cost
s ar
e es
timat
ed a
t the
leve
l of c
a. 1
25 0
00 0
00
CZK
.
Gro
ss D
evel
opm
ent V
alue
• Gre
ener
y ar
eas
and
Hos
tivař
dam
in th
e vi
cini
ty.
DEV
ELO
PM
ENT
APP
RAI
SAL
(cro
ss c
heck
ed w
ith c
ompa
rison
app
roac
h) -
an a
dequ
ate
met
hod
for
deve
lopm
ent
proj
ects
und
er c
onst
ruct
ion.
Prag
ue re
side
ntia
l mar
ket r
emai
ns v
ery
ston
g. C
onst
ruct
ion
of th
e sc
hem
e ha
s be
en in
itiat
ed a
nd o
ver 5
0% o
f the
re
side
ntia
l uni
ts w
ere
pre-
sold
at t
he d
ate
of v
alua
tion.
Net
Are
a in
cl. C
ella
rs
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKPr
ague
C
zech
Rep
ublic
Agric
ultu
ral l
and
CZK
CZK
/sq
m
Mar
ket V
alue
102
010
000
30
0
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
Mar
ket V
alue
in E
UR
EUR
EUR
/sq
m
Mar
ket V
alue
3 74
4 00
0
11
.01
SWO
T AN
ALYS
ISC
omm
ents
Stre
ngth
s• C
lose
to a
n es
tabl
ishe
d re
side
ntia
l are
a
Opp
urtu
nitie
s• P
ossi
bilit
y of
the
chan
ge o
f zon
ing
• Lar
ge s
cale
dev
elop
men
t
Wea
knes
ses
• Lan
d is
zon
ed a
s ag
ricul
tura
lM
etho
dolo
gy
• Lar
ge p
lot w
ithou
t inf
rast
ruct
ure
• No
publ
ic a
men
ities
Ris
ks• T
rend
of c
omm
ing
back
to lo
catio
ns w
ith c
ivic
am
eniti
es
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
27.2
5
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: N
upak
y
NO
Nup
aky
NO
30/0
6/20
15
The
Prop
erty
is c
urre
ntly
agr
icul
tura
l lan
d an
d is
loca
ted
near
by th
e Be
nice
site
. The
re is
cur
rent
ly n
o zo
ning
or p
lann
ing
perm
issi
on o
n si
te.
The
Clie
nt is
in a
pro
cess
of m
aste
r pla
n ch
ange
.
Acco
rdin
g to
the
Clie
nt p
lann
ed d
evel
opm
ent p
roje
ct in
clud
es u
p to
255
te
rrac
ed a
nd fa
mily
hou
ses.
CO
MPA
RIS
ON
APP
RO
ACH
- an
ade
quat
e m
etho
d fo
r lan
d w
ithou
t Val
id b
uild
ing
perm
it.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Prop
erty
add
ress
: N
upak
y, P
ragu
e, C
zech
Rep
ublic
Cur
rent
Val
uatio
n
Cur
rent
ly th
e su
bjec
t site
is z
oned
as
an a
gric
ultu
ral l
and
with
no
mas
ter p
lan.
The
clie
nt is
am
ing
to c
hang
e th
e m
aste
r pla
n si
nce
the
last
5 y
ears
.
Cur
rent
Val
uatio
n
Mas
ter P
lan
Site
are
a
The
Nup
aky
site
ext
ends
to 3
4 ha
and
is s
ituat
ed to
the
north
wes
t of t
he
villa
ge o
f Nup
aky,
alo
ng th
e ro
ad II
I/333
6 to
Ben
ice.
The
city
cen
tre o
f Pr
ague
is c
a. 1
6 km
aw
ay.
Acco
rdin
g to
the
curr
ently
val
id m
aste
r pla
n th
e si
te is
zon
ed fo
r ag
ricul
ture
pur
pose
s. T
he u
sage
of t
he s
ite is
lim
ited
by th
e pr
otec
tive
zone
of t
he w
aste
trea
tmen
t pla
nt, h
igh-
pres
sure
gas
and
hig
h vo
ltage
22
kV.
Free
hold
DTZ
Plan
ning
Per
mit
340
041
sqm
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)
Num
ber o
f bui
ldin
gsC
adas
tral D
istri
ct
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleVa
luat
ion
Cur
renc
yC
ZKC
ZK/s
q m
EUR
EUR
/sq
m
Tenu
re B
uild
ing
Exc
hang
e ra
te u
sed
Val
uatio
n m
etho
d ad
opte
dV
alue
rG
ross
Mar
ket V
alue
367
750
000
28 5
1313
498
000
1 04
7
Con
ditio
nD
ate
of la
st in
spec
tion
CZK
p.a
.C
ZK/s
q m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)31
129
632
3 01
1
1 14
2 58
111
1
N
et c
urre
nt re
nt30
002
685
2 90
2
1 10
1 21
810
7
G
ross
Mar
ket r
ent
37 5
64 9
082
913
1
378
782
107
Cap
italis
atio
n ra
te9.
00%
9.00
%C
apita
lisat
ion
rate
on
Vaca
nt9.
00%
9.00
%
Equi
vale
nt Y
ield
9.00
%9.
00%
Initi
al Y
ield
7.92
%7.
92%
Rev
ersi
onar
y Yi
eld
9.62
%9.
62%
Initi
al v
oid
(if a
pplic
able
)6
mon
ths
6m
onth
sEx
piry
voi
d0
to 6
mon
ths
0 to
6m
onth
sN
ew le
ase
leng
th5
year
s5
year
s
Non
-rec
over
able
s p.
a.3.
00%
of E
RV
3.00
%of
ER
VLe
tting
fees
10.0
0%of
ER
V10
.00%
of E
RV
CAP
EX
11 0
59 6
76C
ZK40
5 93
4EU
R
Tota
l flo
or a
rea
12 8
98sq
m12
898
sqm
Let a
reas
10 3
38sq
m10
338
sqm
Stru
ctur
al v
acan
cy1
500
sqm
1 50
0sq
mLo
catio
nO
ccup
ancy
rate
Num
ber o
f car
par
king
spa
ces
14un
its14
units
WAU
LT (w
eigh
ted
by in
com
e)3.
9ye
ars
3.9
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
2010 7
Hra
dčan
ská
Offi
ce C
entre
is lo
cate
d ou
tsid
e of
Pra
gue
City
Cen
tre, i
n P
ragu
e 6,
apr
roxi
mat
ely
3 km
nor
th-w
est o
f the
city
cen
tre. T
here
are
m
any
serv
ices
and
civ
ic a
men
ities
in a
clo
se v
icin
ity to
the
Pro
perty
, inc
ludi
ng e
xcel
lent
pub
lic tr
ansp
ort l
inks
(tra
ms,
met
ro) c
onne
ctin
g th
e P
rope
rty w
ith o
ther
par
ts o
f Pra
gue.
Com
petit
ion
with
in th
e im
med
iate
pro
xim
ity is
lim
ited
as th
e ne
ares
t adm
inis
trativ
e pr
ojec
ts a
re lo
cate
d ar
ound
Dej
vick
á m
etro
sta
tion
(ca.
5 m
inut
es d
rive
from
the
Pro
perty
).
July
201
5
Map
- M
icro
Phot
o - o
utsi
de
80.1
5%80
.15%
As
an In
vest
men
t pro
duct
the
Pro
perty
wou
ld a
ppea
l cor
e+ o
r opp
ortu
nist
ic b
uyer
s w
ho w
ould
sea
rch
for h
igh
yiel
d pr
oper
ties
with
in w
ide
city
cen
tre.
The
Pro
perty
sho
ws
dece
nt o
ccup
ancy
and
it is
loca
ted
dire
ctly
on
the
met
ro s
tatio
n, h
owev
er, H
radč
any
is n
ot re
gare
d as
a w
ell e
stab
lishe
d of
fice
loca
tion.
DTZ
Hra
dčan
ská
Offi
ce C
ente
r is
a re
furb
ishe
d G
rade
B o
ffice
bui
ldin
g w
hich
was
orig
inal
ly b
uilt
in 1
980s
. The
Pro
perty
is m
ade
up o
f tw
o se
para
te b
uild
ings
, eac
h w
ith it
s ow
n re
cept
ion
area
, but
link
ed v
ia a
n el
evea
ted
wal
kway
. The
bui
ldin
g of
fers
flex
ible
adm
inis
trativ
e la
yout
s de
pend
ing
on th
e te
nant
s' re
quire
men
ts. T
he b
uild
ing
is in
a p
rom
inen
t pos
ition
whi
ch m
akes
for a
hig
hly
visi
ble
loca
tion.
It is
als
o di
rect
ly
abov
e th
e re
cent
ly re
cons
truce
d H
radč
ansk
á m
etro
sta
tion.
Inve
stm
ent
Free
hold
27.2
5Fr
eeho
ld
Lien
s of
cov
enan
t
Phot
o - I
nsid
e
B c
lass
Map
- M
acro
30 J
une
2015
Valu
atio
n D
ate:
30 J
une
2015
Offi
ce 2
Prop
erty
nam
e: H
radč
ansk
á O
ffice
Cen
ter
2 88
3
Hra
dčan
y
138
Prop
erty
add
ress
: M
ilady
Hor
ákov
é 11
6, P
ragu
e
1980
Cur
rent
Val
uatio
nC
urre
nt V
alua
tion
30 J
une
2015
Phot
Photho
ttPh
otPh
otPh
otPh
oPh
otPh
otPh
otPh
otPh
otPh
othhPPPPho
Phot
PPPPPPo
- --oo
- oo
-o
-o
-o
-oo
-o
--o
-oo
---oo
o
o
InInIns
InsisinsnInInsisi
Insi
Insi
Insi
Insi
Insi
InsinInsi
Insinnsnss
isiisiddededdededdededededdedeedededdddddee
Hrad
čans
ká O
ffice
Cen
tre
Hrad
čans
ká O
ffice
Cen
tre
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleTe
nure
Bui
ldin
g E
xcha
nge
rate
use
dVa
luat
ion
Cur
renc
yC
ZKC
ZK/s
q m
EUR
EUR
/sq
m
Val
uatio
n m
etho
d ad
opte
dV
alue
rC
ondi
tion
Dat
e of
last
insp
ectio
nG
ross
Mar
ket V
alue
1 08
4 00
0 00
049
235
39 7
90 0
001
807
CZK
p.a
.C
ZK/s
q m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)80
977
368
4 36
6
2 97
2 19
216
0
N
et c
urre
nt re
nt79
186
964
4 27
0
2 90
6 47
715
7
G
ross
Mar
ket r
ent
89 5
20 1
924
066
3
285
748
149
Cap
italis
atio
n ra
te7.
25%
7.25
%C
apita
lisat
ion
rate
on
Vaca
nt8.
25%
8.25
%
Equi
vale
nt Y
ield
7.36
%7.
36%
Initi
al Y
ield
7.09
%7.
09%
Rev
ersi
onar
y Yi
eld
7.85
%7.
85%
Initi
al v
oid
(if a
pplic
able
)6,
12
and
24m
onth
s6,
12
and
24m
onth
sEx
piry
voi
d0
- 12
mon
ths
0 - 1
2m
onth
sN
ew le
ase
leng
th5
year
s5
year
s
Non
-rec
over
able
s p.
a.2.
00%
of E
RV
2.00
%of
ER
VLe
tting
fees
10.0
0%of
ER
V10
.00%
of E
RV
CAP
EX33
248
169
CZK
1 22
0 34
0EU
R
Tota
l flo
or a
rea
22 0
17sq
m22
017
sqm
Let a
reas
18 5
45sq
m18
545
sqm
Loca
tion
Stru
ctur
al v
acan
cy1
200
sqm
1 20
0sq
m
Occ
upan
cy ra
te
Num
ber o
f car
par
king
spa
ces
114
units
114
units
WAU
LT (w
eigh
ted
by in
com
e)3.
7ye
ars
3.7
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Offi
ce a
nd R
etai
l4
1921
2009 6
B c
lass
July
201
5
Cur
rent
Val
uatio
n30
Jun
e 20
15
84.2
3%30 J
une
2015
84.2
3%
DTZ
Pra
gue
Phot
o - I
nsid
ePh
oto
- out
side
The
Pro
perty
is lo
cate
d be
twee
n N
a P
ořič
í and
Na
Flor
enci
Stre
ets
in P
ragu
e 1,
app
roxi
mat
ely
1km
nor
th-e
ast o
f the
his
toric
al c
ity c
entre
.Th
e P
rope
rty is
situ
ated
on
one
of th
e m
ost f
requ
ente
d st
reet
s in
the
cent
re o
f Pra
gue.
It b
enef
its fr
om b
eing
clo
se to
Nám
ěstí
Rep
ublik
y,
one
of P
ragu
e's
mai
n sq
uare
s an
d a
cent
ral p
oint
for t
rans
port
links
into
the
city
. The
re is
an
esta
blis
hed
shop
ping
cen
tre P
alla
dium
ca.
30
0 m
to th
e w
est f
rom
the
Pro
perty
.
The
hist
oric
ally
pro
tect
ed b
uild
ing
is d
esig
ned
in ro
ndoc
ubis
tic s
tyle
and
com
pris
es o
f fou
r sep
arat
e bu
ildin
gs, A
, B, C
and
D. T
he o
ldes
t pa
rt of
the
build
ing
date
s ba
ck to
192
1. T
he p
rope
rty u
nder
wen
t maj
or re
deve
lopm
ent i
n 20
09 d
ue to
whi
ch a
gra
de A
spe
cific
atio
n of
the
prem
ises
has
bee
n ac
hiev
ed. T
he b
uild
ing
com
pris
es o
ffice
pre
mis
es w
ith re
tail
units
on
the
grou
nd fl
oor i
nclu
ding
tena
nts
such
as
Sub
way
and
Sta
rbuc
ks C
afe.
Par
t of t
he p
rem
ises
is a
lso
leas
ed to
Arc
ha th
eatre
. The
bui
ldin
g al
low
s fo
r fle
xibl
e of
fice
solu
tions
in
clud
ing
dedi
catio
n of
one
of f
our m
ain
rece
ptio
ns to
a s
ingl
e te
nant
.
Inve
stm
ent
As
an In
vest
men
t pro
duct
the
Pro
perty
wou
ld a
ppea
l cor
e+ b
uyer
s w
ho w
ould
sea
rch
for m
ulti-
let p
rodu
ct w
ith d
eman
ding
ass
et m
anag
emen
t ne
eds.
The
Pro
perty
is a
his
toric
ally
pro
tect
ed b
uild
ing
situ
ated
in th
e ci
ty c
entre
with
lim
ited
layo
ut fl
exib
ility.
The
mic
ro lo
catio
n ha
s be
com
e m
ore
attra
ctiv
e af
ter c
ompl
etio
n of
the
mix
ed-u
se c
ompl
ex F
lore
ntin
um in
201
4.
Prop
erty
add
ress
: N
a Po
říčí 2
4-26
, Pra
gue
1
Free
hold
27.2
5
Cur
rent
Val
uatio
n30
Jun
e 20
15
Lien
of c
oven
ant,
ease
men
ts
Valu
atio
n D
ate:
Prop
erty
nam
e: N
a Po
říčí (
Palá
c Ar
cha)
Map
- M
acro
Map
- M
icro
6 00
1N
ové
Měs
to22
Free
hold
NaPo
říčí
NaPo
říčí
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in C
ZKP
ragu
e C
zech
Rep
ublic
Dev
elop
men
tC
ZKC
ZK/s
q m
Mar
ket V
alue
248
782
000
3 88
0
Loca
tion
Map
& P
hoto
grap
hD
escr
iptio
nM
ARK
ET V
ALU
E in
Eur
os
Mar
ket V
alue
in E
UR
EU
RE
UR
/sq
m
Mar
ket V
alue
9 13
1 00
0
142.
41
SWO
T AN
ALYS
ISC
omm
ents
Stre
ngth
s• E
stab
lishe
d re
side
ntia
l are
a in
the
grea
ter n
eigh
bour
hood
• Sup
erm
arke
t and
tram
sto
ps in
the
vici
nity
• Goo
d ac
cess
to P
ragu
e rin
g ro
ad -
Jižn
í Spo
jka
• Stro
ng re
side
ntia
l mar
ket -
ava
ilabl
e fin
anci
ng
Opp
urtu
nitie
s• A
larg
e pl
ot o
f lan
d w
hich
allo
ws
to d
evel
op a
resi
dent
ial l
ivin
g in
clud
ing
serv
ices
for r
esid
ents
Wea
knes
ses
• A s
ite w
ith a
form
er in
dust
rial u
se h
as s
ome
unde
rgro
und
stru
ctur
es
whi
ch n
eed
to b
e re
mov
ed• L
imite
d ci
vic
amen
ities
• Som
e pl
ots
unus
able
for d
evel
opm
ent (
publ
ic c
omm
unic
atio
n)M
etho
dolo
gy
Ris
ksC
OM
PAR
ISO
N A
PPR
OA
CH
- an
ade
quat
e m
etho
d fo
r lan
d w
ithou
t Val
id p
lann
ing/
build
ing
perm
it.• T
he p
lot r
equi
res
a la
rge
scal
e pr
ojec
t and
the
pool
of p
oten
tial
inve
stor
s in
suc
h a
proj
ect i
s lim
ited
• Cur
rent
eco
nom
ic c
limat
e an
d m
arke
t cha
nges
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
30 J
une
2015
Biu
ldin
g Pe
rmit
Mas
ter P
lan
27.2
5
Addr
ess
Tow
nP
ragu
e-Zá
běhl
ice
/ Pra
gue-
Hos
tivař
Prop
erty
nam
e: P
raga
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Valu
atio
n D
ate:
The
prop
erty
is lo
cate
d on
the
bord
ers
of P
ragu
e 10
Záb
ěhlic
e an
d P
ragu
e 15
Hos
tivař
ap
prox
imat
ely
10 k
m fr
om P
ragu
e’s
city
cen
tre.
The
surr
ound
ing
area
is p
rimar
ily lo
w c
ost h
igh
rise
resi
dent
ial a
nd li
ght i
ndus
trial
in th
e ge
nera
l vic
inity
. A fe
w m
id c
lass
fam
ily h
ouse
s ar
e lo
cate
d di
rect
ly s
outh
of t
he s
ite.
Ther
e ar
e nu
mer
ous
bus
and
tram
line
s ru
nnin
g in
fron
t of t
he p
rope
rty a
nd m
etro
st
atio
n lin
e A
: Ska
lka
is lo
cate
d fiv
e m
inut
es a
way
.
NO
Site
are
a
30/0
6/20
15P
rope
rty c
ompr
ises
a s
ite o
f lar
ge tr
iang
ular
sha
ped
plot
that
was
occ
upie
d by
Pra
ga -
Hos
tivař
fact
ory
who
use
d th
e pr
emis
es fo
r lig
ht in
dust
rial p
urpo
ses.
The
site
ben
efits
fro
m a
ll se
rvic
es a
vaila
ble
dire
ctly
on
the
bord
er o
f the
site
.
We
unde
rsta
nd th
at th
e si
te c
ompr
ises
two
sepa
rate
SPV
s in
ow
ners
hip
of tw
o di
ffere
nt
owne
rs O
RC
O P
raga
and
Gru
nt H
Z. B
oth
com
pani
es a
re p
art o
f the
OR
CO
pro
perty
gr
oup
wha
t low
ers
the
risk
of a
ny fu
ture
dev
elop
men
t dis
agre
emen
ts.
Acco
rdin
g to
the
Clie
nt th
e si
te a
llow
s to
dev
elop
ca.
96
664
sq m
of G
ross
Ext
erna
l Fl
oor A
rea.
Cur
rent
Val
uatio
n
30/0
6/20
15C
urre
nt V
alua
tion
Prop
erty
add
ress
: Pr
ague
Záb
ěhlic
e/ H
ostiv
ař, C
zech
Rep
ublic
The
site
is s
uita
ble
for l
arge
sca
le re
side
ntia
l dev
elop
men
t in
the
futu
re. A
ccor
ding
to th
e C
lient
's re
ques
t we
have
ap
plie
d an
ass
umpt
ion
that
ther
e ar
e no
cos
ts re
late
d to
infra
stru
ctur
e w
orks
(cap
acity
) and
that
ther
e ar
e no
cos
ts
rela
ted
to e
nviro
nmen
tal i
ssue
s an
d po
ssib
le c
onta
min
atio
n.Th
e pl
ot a
rea
as w
ell a
s co
nstru
ctib
le fl
oor a
rea
wer
e bo
th p
rovi
ded
by O
RC
O a
nd w
e ha
ve fu
lly re
lied
on th
em.
We
have
bee
n in
form
ed b
y th
e cl
ient
that
som
e of
the
land
plo
ts o
f the
Pra
ga d
evel
opm
ent s
ite a
re s
ubje
ct o
f a
rest
itutio
n di
sput
e w
ith d
esce
ndan
t of t
he p
revi
ous
owne
rs. T
he s
ubje
ct o
f thi
s re
stitu
tion
clai
m is
a s
hare
of ½
of t
he
land
plo
ts n
o. 1
761/
438,
176
1/43
9, 1
761/
440,
176
1/29
5, 1
761/
208,
176
1/15
4 (to
tal a
rea
7 03
3 sq
m, o
f whi
ch ½
sha
re
repr
esen
ts 3
516
.5 s
q m
). Th
e cl
aim
in to
tal r
epre
sent
s th
e va
lue
of s
light
ly o
ver C
ZK 9
milli
on (a
ppro
xim
atel
y 33
0 00
0 E
UR
). A
s in
stru
cted
by
the
clie
nt a
nd fo
r the
pur
pose
of t
he v
alua
tion
only
we
have
ass
umed
that
the
clai
m h
as b
een
reso
lved
not
impa
ctin
g th
e M
arke
t Val
ue.
Tenu
re
Valu
erFr
eeho
ld
64 1
19 s
qm
Plan
ning
Per
mit
DTZ
YES
NO
Valu
atio
n D
ate:
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleTe
nure
Bui
ldin
g E
xcha
nge
rate
use
dC
urre
ncy
HU
FH
UF/
sq m
EUR
EUR
/sq
m
Val
uatio
n m
etho
d ad
opte
dV
alue
rC
ondi
tion
Dat
e of
last
insp
ectio
nG
ross
Mar
ket V
alue
2 14
1 86
4 00
015
4 34
66
800
000
490
HU
F p.
a.H
UF/
sq m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)25
868
677
15 3
89
82
128
49
N
et c
urre
nt re
nt(7
7 70
1 78
6)46
224
-
(2
46 6
88)
147
-
Gro
ss M
arke
t ren
t37
9 15
1 50
527
322
1 20
3 73
287
Cap
italis
atio
n ra
te9.
00%
9.00
%C
apita
lisat
ion
rate
on
Vaca
nt12
.00%
12.0
0%
Equi
vale
nt Y
ield
11.4
8%11
.48%
Initi
al Y
ield
(3.0
5%)
(3.0
5%)
Rev
ersi
onar
y Yi
eld
14.4
3%14
.43%
Initi
al v
oid
(if a
pplic
able
)15
mon
ths
15m
onth
sEx
piry
voi
d6
mon
ths
6m
onth
sN
ew le
ase
leng
th5
year
s5
year
s
Non
-rec
over
able
s p.
a.3.
00%
of E
RV
3.00
%of
ER
VLe
tting
fees
- of
ER
V -
of E
RV
CAP
EX41
3 20
1 78
8H
UF
1 31
1 83
5EU
R
Tota
l flo
or a
rea
13 8
77sq
m13
877
sqm
Let a
reas
1 68
1sq
m1
681
sqm
Loca
tion
Stru
ctur
al v
acan
cy-
sqm
- sq
m
Occ
upan
cy ra
te
Num
ber o
f car
par
king
spa
ces
237
units
237
units
WAU
LT (w
eigh
ted
by in
com
e)-
year
s-
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Prop
erty
nam
e: V
188
Offi
ces
Map
- M
acro
Map
- M
icro
5 84
4
2595
8/5
Free
hold
30 J
une
2015
12.1
1%
DTZ
Bud
apes
t
Phot
o - I
nsid
ePh
oto
- out
side
The
Pro
perty
is s
ituat
ed in
the
13th
dis
trict
of B
udap
est o
n th
e V
áci ú
t cor
ridor
, whi
ch is
the
larg
est o
ffice
sub
-mar
ket i
n B
udap
est.
It lie
s 7
km n
orth
of B
udap
est c
ity c
entre
fron
ting
Vác
i út a
nd M
eder
utc
a, th
eref
ore
its v
isib
ility
is e
xcel
lent
. The
clo
se s
urro
undi
ng c
ompr
ises
D
una
Pla
za s
hopp
ing
cent
re a
nd a
Tes
co h
yper
mar
ket a
s w
ell a
s se
vera
l Cla
ss A
and
B o
ffice
bui
ldin
gs. T
he P
rope
rty c
an b
e ea
sily
ac
cess
ed b
y ca
r via
Vác
i út.
In te
rms
of p
ublic
tran
spor
t, th
e bu
ildin
g is
loca
ted
betw
een
two
met
ro s
tatio
ns o
f M3
line
that
link
s so
uthe
ast
parts
of P
est.
Bus
line
s pr
ovid
e ac
cess
with
Bud
a si
de.
The
prop
erty
is a
Cla
ss B
offi
ce b
uild
ing
built
in 2
001
on g
roun
d flo
or (c
ompr
isin
g a
form
er b
ank
bran
ch s
uita
ble
for r
etai
l uni
t, as
wel
l as
a ca
ntee
n) a
nd 6
offi
ce fl
oors
loca
ted
at V
áci ú
t, w
hich
is th
e m
ost d
evel
opin
g of
fice
sub-
mar
ket i
n B
udap
est.
The
prop
erty
has
2 s
treet
fro
ntag
es a
nd fl
oorp
late
s ha
ve a
U-s
hape
. The
bui
ldin
g us
ed to
hos
t Bud
apes
t Ban
k H
Q, w
hich
mov
ed o
ut a
ppro
xim
atel
y 5
year
s ag
o,
sinc
e it
has
only
one
tena
nt (1
2% o
ccup
ancy
). T
he p
rope
rty m
ay re
quire
som
e re
furb
ishm
ent b
efor
e re
leas
e. It
ben
efits
from
a to
tal o
f 23
7 pa
rkin
g sp
aces
und
ergr
ound
and
abo
ve g
roun
d.
Inve
stm
ent
The
prop
erty
was
leas
ed to
Bud
apes
t Ban
k H
Q, w
hich
mov
ed o
ut a
ppro
xim
atel
y 5
year
s ag
o. T
he b
uild
ing
is 8
8% v
acan
t, on
e te
nant
is le
asin
g of
fices
(DoC
omp
- 1 6
80 s
q m
). Th
e bu
ildin
g re
quire
s so
me
refu
rbis
hmen
t. Th
e cl
ient
's re
furb
ishm
ent b
udge
t has
bee
n ap
plie
d at
€50
0,00
0, a
nd
addt
iona
l fit
out c
osts
has
bee
n es
timat
ed to
am
ount
to a
roun
d E
UR
75
per s
q m
. The
rent
al v
alue
est
imat
ed is
7.0
EU
R /s
qm/m
onth
in c
ase
of
offic
es a
fter r
efur
bish
men
t. H
ard
Cor
e va
luat
ion
met
hod
has
been
app
lied
with
har
d co
re y
ield
of 9
.0%
for l
et a
nd 1
2.0%
for v
acan
t are
as.
Prop
erty
add
ress
: Vá
ci ú
t 188
, Bud
apes
t, 11
38 H
unga
ry
Free
hold
314.
98
Cur
rent
Val
uatio
n30
Jun
e 20
15
Yes
Cla
ss B
(may
requ
ire s
ome
refu
rb.)
Sep
tem
ber 2
014
Cur
rent
Val
uatio
n30
Jun
e 20
15
12.1
1%
Offi
ce 120
01n/
a 6
V188
Offi
ces
V188
Offi
ces
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in H
UF
Buda
pest
XIII
Hun
gary
Dev
elop
men
t lan
dH
UF
HU
F/sq
m
Mar
ket V
alue
440
972
000
96
069
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
Mar
ket V
alue
in €
EUR
EUR
/sq
m
Mar
ket V
alue
1 40
0 00
0
30
5.00
SWO
T AN
ALYS
ISC
omm
ents
Stre
ngth
s• L
ocat
ed in
the
mai
n of
fice
deve
lopm
ent l
ocat
ion
in B
udap
est
Opp
urtu
nitie
s• O
ppor
tuni
stic
dev
elop
men
t afte
r dem
oliti
on o
f exi
stin
g bu
ildin
g
Wea
knes
ses
Met
hodo
logy
• L
ocat
ed h
alfw
ay b
etw
een
two
met
ro s
tops
• Che
aper
end
of V
áci ú
t cor
ridor
Ris
ks• H
igh
com
petit
ion
on V
áci ú
t
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
314.
98
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: V
190
Offi
ces
YES
Váci
út 1
90
YES
30/0
6/20
15
The
prop
erty
com
pris
es a
bui
ldin
g of
1 7
22 s
q m
of b
asic
qua
lity
offic
e ac
com
mod
atio
n on
two
stor
eys,
whi
ch is
com
plet
ely
vaca
nt fo
r man
y ye
ars.
The
bui
ldin
g is
not
sui
tabl
e fo
r mod
ern
offic
e ac
com
odat
ion.
Ther
e ar
e pl
ans
to d
emol
ish
the
exis
ting
build
ing
and
deve
lop
a m
oder
n of
fice
build
ing.
The
usa
ble
area
of t
he s
ite is
3 8
52 s
q m
. The
pro
perty
is
zone
d as
I-XI
II-VD
, ins
titut
iona
l are
a su
itabl
e fo
r hig
h ris
e co
nstru
ctio
n.
The
zoni
ng a
llow
s pr
edom
inan
tly o
ffice
, ret
ail,
inst
itutio
nal,
park
ing
and
partl
y re
side
ntia
l use
s. 7
5% o
f the
gro
und
floor
and
40%
of t
he u
pper
flo
ors
may
be
built
-in, w
ith 2
0% la
ndsc
aped
are
as. T
he g
ross
floo
r ar
ea/s
ite a
rea
ratio
is h
igh
at 4
.0 -
4.4
m2/
m2.
The
min
imum
hei
ght i
s 18
m a
nd th
e m
axim
um h
eigh
t is
30 to
45m
, as
the
zoni
ng a
llow
s fo
r hig
h
RES
IDU
AL M
ETH
OD
- th
ere
have
bee
n ve
ry fe
w tr
ansa
ctio
ns o
f com
para
ble
prop
ertie
s in
Bud
apes
t in
the
past
yea
rs. T
he o
nes
that
sol
d ar
e no
t dire
ctly
com
para
ble
to th
e su
bjec
t pro
perty
due
to th
eir b
ette
r res
pect
ive
loca
tions
.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Prop
erty
add
ress
: Vá
ci ú
t 190
, Bud
apes
t XIII
, Hun
gary
Cur
rent
Val
uatio
n
We
have
ass
umed
a s
ingl
e ph
ase
offic
e de
velo
pmen
t pro
vidi
ng 1
6 94
9 sq
m o
ffice
s an
d re
late
d un
dreg
roun
d pa
rkin
g. T
he d
evel
opm
ent i
s as
sum
ed to
sta
rt af
ter a
12-
mon
th p
erm
ittin
g pe
riod
and
last
for 1
5 m
onth
s.
Cur
rent
Val
uatio
n
Mas
ter P
lan
Site
are
a
The
Prop
erty
is s
ituat
ed in
the
13th
dis
trict
of B
udap
est o
n th
e Vá
ci ú
t co
rrid
or, w
hich
is th
e la
rges
t offi
ce s
ub-m
arke
t in
Buda
pest
. It l
ies
7 km
no
rth o
f Bud
apes
t city
cen
tre fr
ontin
g Vá
ci ú
t and
Med
er u
tca,
ther
efor
e its
vis
ibilit
y is
exc
elle
nt. T
he c
lose
sur
roun
ding
com
pris
es D
una
Plaz
a sh
oppi
ng c
entre
and
a T
esco
hyp
erm
arke
t as
wel
l as
seve
ral C
lass
A a
nd
B of
fice
build
ings
. The
Pro
perty
can
be
easi
ly a
cces
sed
by c
ar v
ia V
áci
út. I
n te
rms
of p
ublic
tran
spor
t, th
e bu
ildin
g is
loca
ted
betw
een
two
met
ro
stat
ions
of M
3 lin
e th
at li
nks
sout
heas
t par
ts o
f Pes
t. Bu
s lin
es p
rovi
de
acce
ss w
ith B
uda
side
.
Free
hold
DTZ
Plan
ning
Per
mit
4 58
3 sq
m
Valu
atio
n D
ate:
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleTe
nure
Bui
ldin
g E
xcha
nge
rate
use
dVa
luat
ion
Cur
renc
yC
ZKC
ZK/s
q m
EUR
EUR
/sq
m
Val
uatio
n m
etho
d ad
opte
dV
alue
rC
ondi
tion
Dat
e of
last
insp
ectio
nG
ross
Mar
ket V
alue
21 9
30 0
002
850
21 9
30 0
002
850
CZK
p.a
.C
ZK/s
q m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)1
832
041
262
1 83
2 04
123
8
N
et c
urre
nt re
nt1
798
922
258
1 79
8 92
223
4
G
ross
Mar
ket r
ent
2 00
2 20
026
0
2
002
200
260
Cap
italis
atio
n ra
te8.
00%
8.00
%C
apita
lisat
ion
rate
on
Vaca
nt8.
00%
8.00
%
Equi
vale
nt Y
ield
8.00
%8.
00%
Initi
al Y
ield
7.63
%7.
63%
Rev
ersi
onar
y Yi
eld
8.49
%8.
49%
Initi
al v
oid
(if a
pplic
able
)N
/Am
onth
sN
/Am
onth
sEx
piry
voi
d0
- 12
mon
ths
0 - 1
2m
onth
sN
ew le
ase
leng
th3
year
s3
year
s
Non
-rec
over
able
s p.
a.1.
60%
of E
RV
1.60
%of
ER
VLe
tting
fees
10.0
0%of
ER
V10
.00%
of E
RV
CAP
EX0.
00%
CZK
0EU
R
Tota
l flo
or a
rea
7 69
5sq
m7
695
sqm
Let a
reas
6 98
6sq
m6
986
sqm
Loca
tion
Stru
ctur
al v
acan
cy-
sqm
- sq
m
Occ
upan
cy ra
te
Num
ber o
f car
par
king
spa
ces
324
units
324
units
WAU
LT (w
eigh
ted
by in
com
e)3.
7ye
ars
3.7
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Offi
ce 120
05N
ot a
dvis
ed3
Goo
dN
ot a
dvis
ed
Cur
rent
Val
uatio
n30
Jun
e 20
15
90.7
8%30 J
une
2015
90.7
8%
DTZ
Fra
nce
Phot
o - I
nsid
ePh
oto
- out
side
Cap
elle
n is
a d
istri
ct s
ituat
ed a
ppro
xim
atel
y 10
km n
orth
wes
t of L
uxem
bour
g ce
ntre
, and
app
roxi
mat
ely
26km
from
the
airp
ort.
The
loca
tion
is w
ithin
pro
xim
ity o
f the
Bel
gian
bor
der a
nd h
as g
ood
acce
ss fr
om th
e A
6 R
ingr
oad.
The
subj
ect p
rope
rty is
loca
ted
in th
e M
amer
Cap
elle
n B
usin
ess
park
whi
ch is
an
impo
rtant
bus
ines
s hu
b at
the
edge
of L
uxem
bour
g ci
ty.
The
area
is c
hara
cter
ised
by
offic
es a
nd a
few
sem
i-ind
ustri
al b
uild
ings
. The
Mam
er C
apel
len
Bus
ines
s pa
rk b
enef
its fr
om it
s pr
oxim
ity to
Fr
ance
and
Bel
gium
whi
ch e
nabl
es c
ompa
nies
loca
ted
ther
e to
hav
e Fr
ench
and
Bel
gian
em
ploy
ees.
The
prop
erty
con
sist
s of
an
offic
e bu
ildin
g ar
rang
ed o
ver g
roun
d an
d tw
o up
per f
loor
s un
der a
pitc
hed
roof
. Acc
ess
to th
e pr
oper
ty is
di
rect
ly o
ff th
e st
reet
from
Rue
Paf
ebru
ch.
The
exte
rnal
ele
vatio
n co
nsis
ts o
f gla
zing
and
cla
ddin
g.
The
prop
erty
is c
urre
ntly
let t
o 6
tena
nts
who
occ
upy
appr
oxim
atel
y 91
% o
f the
tota
l let
tabl
e ar
ea.
Inve
stm
ent
The
prop
erty
is a
ppro
xim
atel
y 91
% le
t, w
ith 4
20 s
q m
of o
ffice
s an
d 28
9 sq
m s
tora
ge s
pace
cur
rent
ly a
vaila
ble
to le
t. W
e ha
ve a
ssum
med
that
al
l the
tena
nts
will
rene
w th
eir l
ease
s on
exp
iry a
n ha
ve a
llow
ed 6
-mon
th re
nt fr
ee in
cent
ives
on
each
rene
wal
. We
have
reta
ined
an
ER
V o
f €22
0 pe
r ann
um (€
18.3
3 pe
r mon
th) f
or th
e of
fices
. We
have
allo
wed
for 1
5 m
onth
s to
rele
t the
vac
ant s
pace
, with
a 3
-mon
th re
nt fr
ee a
nd h
ave
reta
ined
the
non-
reco
vera
ble
void
cos
ts o
f €33
,119
per
ann
um. N
o C
AP
EX
allo
wan
ce h
as b
een
mad
e. W
e ha
ve a
pplie
d an
equ
ival
ent y
ield
of
8% to
the
rent
from
the
prop
erty
. Pur
chas
er's
cos
ts o
f 7.5
0% h
ave
been
ded
ucte
d.
Prop
erty
add
ress
: R
ue P
afeb
ruch
, Mam
er, L
uxem
bour
g
Free
hold
1.00
Cur
rent
Val
uatio
n30
Jun
e 20
15
Not
adv
ised
Prop
erty
nam
e: L
e C
apel
len
Bui
ldin
g
Map
- M
acro
Map
- M
icro
7 57
8G
rand
Duc
hé d
u Lu
xem
bour
g41
5/45
35
Free
hold
LeCapellen
LeCapellen
Valu
atio
n D
ate:
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e B
uilt
Title
list
no.
Dat
e of
Las
t Ren
ovat
ion
Tenu
re L
and
No.
of F
loor
sR
estri
ctio
ns o
n Ti
tleTe
nure
Bui
ldin
g E
xcha
nge
rate
use
dVa
luat
ion
Cur
renc
yPL
NPL
N/s
q m
EUR
EUR
/sq
m
Val
uatio
n m
etho
d ad
opte
dV
alue
rC
ondi
tion
Dat
e of
last
insp
ectio
nG
ross
Mar
ket V
alue
19 8
40 0
0014
171
4 73
0 00
03
378
PLN
p.a
.PL
N/s
q m
p.a
.EU
R p
.a.
EUR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)1
369
000
978
326
448
233
Net c
urre
nt re
nt1
369
000
978
326
448
233
Gro
ss M
arke
t ren
t1
404
000
1 00
3
334
821
239
Cap
italis
atio
n ra
te6.
75%
6.75
%C
apita
lisat
ion
rate
on
Vaca
ntN/
AN/
A
Equi
vale
nt Y
ield
6.75
%6.
75%
Initi
al Y
ield
6.90
%6.
90%
Rev
ersi
onar
y Yi
eld
7.07
%7.
07%
Initi
al v
oid
(if a
pplic
able
)0
mon
ths
0m
onth
sEx
piry
voi
d0
mon
ths
0m
onth
sNe
w le
ase
leng
th5
year
s5
year
s
Non-
reco
vera
bles
p.a
.0.
00%
of E
RV
0.00
%of
ER
VLe
tting
fees
- of
ER
V -
of E
RV
CAP
EXPL
NEU
R
Tota
l flo
or a
rea
1 40
0sq
m1
400
sqm
Let a
reas
1 40
0sq
m1
400
sqm
Loca
tion
Stru
ctur
al v
acan
cysq
msq
m
Occ
upan
cy ra
te
Num
ber o
f car
par
king
spa
ces
3un
its3
units
WAU
LT (w
eigh
ted
by in
com
e)9.
2ye
ars
9.2
year
s
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Offi
ce 120
04N
/A 4
B c
lass
July
201
5
Cur
rent
Val
uatio
n30
Jun
e 20
15
100.
00%
30 J
une
2015
100.
00%
DTZ
War
saw
Phot
o - I
nsid
ePh
oto
- out
side
The
Pro
perty
is lo
cate
d in
War
saw
city
cen
tre, a
long
Chm
ieln
a S
treet
, whi
ch fo
rms
one
of th
e w
ell r
ecog
nize
d re
tail
stre
ets
of th
e ci
ty.
The
prop
erty
adr
ess
is C
hmie
lna
13A
. In
clos
e vi
cini
ty o
f the
pro
perty
, Chm
ieln
a S
treet
inte
rsec
ts w
ith B
rack
a S
treet
whi
ch le
ads
to A
l. Je
rozo
limsk
ie S
treet
. The
latte
r for
min
g on
e of
the
mai
n tra
nspo
rtatio
n ro
ute
of th
e ci
ty.
The
subj
ect p
rope
rty b
enef
its fr
om c
onve
nien
t acc
ess
to tr
ansp
ort f
acilit
ies.
A fe
w tr
am a
nd b
us ro
utes
are
ava
ilabl
e al
ong
Al.
Jero
zolim
skie
Stre
et w
ith th
e ne
ares
t sto
p in
a d
ista
nce
of a
ppro
xim
atel
y of
300
m o
f the
sub
ject
pro
perty
. Th
e im
med
iate
nei
ghbo
urho
od o
f the
sub
ject
pro
perty
is d
omin
ated
by
com
mer
cial
and
mul
ti-fa
mily
resi
dent
ial d
evel
opm
ents
with
a
com
pone
nt o
f ser
vice
use
. In
maj
ority
the
neig
hbou
ring
build
ings
con
stitu
te h
isto
rical
tene
men
t hou
ses
with
gro
und
floor
pre
mis
es u
sed
for r
etai
l and
ser
vice
pur
pose
s.
The
Pro
perty
was
con
stru
cted
in 2
004
and
com
pris
es o
ffice
uni
t with
an
area
of 1
400
.09
sq m
. The
bui
ldin
g is
of a
rein
forc
ed c
oncr
ete
stru
ctur
e w
ith h
ip ro
of. E
leva
tions
inco
rpor
ate
a co
mbi
natio
n of
bric
ks in
sula
ted
with
foam
ed p
olys
tyre
ne, g
alss
, alu
min
ium
and
nat
ural
st
one.
Inte
rnal
Lay
out:
tiled
and
car
pete
d flo
ors.
Tec
hnic
al e
quip
men
ts: c
entra
l hea
ting
with
a g
as b
oile
r, fre
on a
s a
sour
ce o
f air-
cond
ition
ing,
one
lift,
ala
rm a
nd s
mok
e de
tect
ors.
The
bui
ldin
g is
in a
goo
d co
nditi
on, w
e no
ticed
onl
y m
inor
see
page
s on
sus
pend
ed
ceilin
gs.
Inve
stm
ent
The
prop
erty
is fu
lly le
t to
one
tena
nt. M
arke
t Val
ue in
crea
sed
in c
ompa
rison
to th
e D
ecem
ber v
alua
tion
by a
ppro
x. 4
% m
ainl
y du
e to
the
decr
ease
of c
apita
lisat
ion
rate
from
7%
to 6
.75%
. Lea
se a
gree
men
t with
Goe
the
Inst
itut h
as b
een
sign
ed. O
n th
e ot
her h
and,
ER
V a
ssum
ptio
n de
crea
sed
by 0
.50
EU
R/s
q m
from
20
EU
R/s
q m
to 1
9.50
EU
R/s
q m
rela
ted
to th
e cu
rrent
offi
ce m
arke
t situ
atio
n - h
igh
leve
l of s
uppl
y, s
tabl
e de
man
d, v
acan
cy ra
tio te
mpo
rary
sta
ble,
how
ever
it is
fore
cast
ed in
a d
irect
ion
of fu
rther
incr
ease
s, h
igh
pres
sure
on
effe
ctiv
e re
nts.
Hea
dlin
e re
nt in
line
with
the
rent
agr
eed
with
the
tena
nt. F
it-ou
t con
tribu
tion
reco
ncile
d in
H1
2015
.
Prop
erty
add
ress
: C
hmie
lna
13A,
War
saw
RP
U
4.19
Cur
rent
Val
uatio
n30
Jun
e 20
15
N/A
Prop
erty
nam
e: D
iana
offi
ce
Map
- M
acro
Map
- M
icro
1 69
1Ś
ródm
ieśc
ie (p
reci
nct 5
-03-
11)
117
Free
hold
NaPo
říčí
NaPo
říčí
PRO
PER
TY
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in Z
LOW
arsa
wP
olan
dM
ulti-
fam
ily re
side
ntia
l / R
etai
l un
its
Mar
ket V
alue
Des
crip
tion
MA
RK
ET V
ALU
E in
Eur
os
Mar
ket V
alue
in E
UR
Mar
ket V
alue
SWO
T A
NA
LYSI
S
Stre
ngth
s
• Con
veni
ent a
cces
s to
pub
lic tr
ansp
orta
tion
mea
nsC
omm
ents
• Goo
d vi
sibi
lity
and
acce
ssib
ility
of tw
o of
reta
il un
itsO
ppur
tuni
ties
• Pla
nned
sub
way
sta
tion
in th
e cl
ose
dist
ance
from
the
prop
erty
Wea
knes
ses
• Ver
y sm
all a
rea
of c
ella
rs (1
.08
sq m
and
0.9
2 sq
m)
Met
hodo
logy
Ris
ks
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
ZLO
1 43
0 00
0
EU
R
340
000
4.19
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
nC
ount
ry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: K
lono
wa
Alej
a
Św
. Win
cent
ego
128
YES
30/0
6/20
15
The
subj
ect s
ites
are
deve
lope
d w
ith a
com
plex
of f
our-s
tore
y re
side
ntia
l bu
ildin
gs d
evel
oped
in 2
009.
Thr
ee re
tail
units
(294
.60
sqm
), th
ree
park
ing
spac
es a
nd tw
o ce
llars
rem
ain
unso
ld.
CO
MP
AR
ISO
N A
PP
RO
AC
HA
list
of c
ompa
rabl
es a
ttach
ed to
the
repo
rt as
an
App
endi
x. F
or th
e pu
rpos
es o
f the
val
uatio
n, w
e ha
ve
cons
ider
ed th
e lo
cal p
rope
rty m
arke
t foc
usin
g on
com
mer
cial
uni
ts lo
cate
d in
the
prox
imity
to th
e su
bjec
t pr
oper
ty.
• Wea
k vi
sibi
lity
of o
ne o
f the
reta
il un
it (e
ntra
nce
from
the
rear
of t
he
build
ing)
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Prop
erty
add
ress
: ul
. Św
. Win
cent
ego
128,
War
saw
, Pol
and
Cur
rent
Val
uatio
n
• Inc
reas
ing
com
petit
ion
in th
e di
rect
vic
inity
Cur
rent
Val
uatio
n
Mas
ter P
lan
Site
are
a
The
subj
ect p
rope
rty is
loca
ted
with
in W
arsa
w’s
dis
trict
of T
argó
wek
, in
a di
stan
ce o
f app
roxi
mat
ely
9.5
km to
the
north
-eas
t of t
he c
ity c
entre
. It i
s si
tuat
ed a
long
Św
. Win
cent
ego
Stre
et w
hich
form
s on
e of
the
mai
n ro
ads
of T
argó
wek
dis
trict
. Acc
ess
to th
e su
bjec
t pro
perty
is p
rovi
ded
via
inte
rnal
road
s co
nnec
ted
with
Św
. Win
cent
ego
Stre
et.
The
prop
erty
ben
efits
from
con
veni
ent a
cces
s to
pub
lic tr
ansp
orta
tion
mea
ns. T
he s
urro
undi
ngs
of th
e pr
oper
ty c
onst
itute
mai
nly
mul
tifam
ily
resi
dent
ial d
evel
opm
ents
. The
sub
ject
site
s ar
e re
ason
ably
flat
and
of
irreg
ular
sha
pe. T
he s
ubje
ct s
ites
are
deve
lope
d w
ith a
com
plex
of f
our-
stor
ey re
side
ntia
l bui
ldin
gs e
rect
ed in
200
9.Fr
eeho
ldD
TZ
Plan
ning
Per
mit
18 5
35 s
qm
The
diffe
renc
e in
val
ue c
ompa
ring
to th
e la
st v
auat
ion
roun
d re
sults
from
diff
eren
t sta
te o
f the
pro
perty
as
at
the
prev
ious
val
uatio
n da
te a
nd c
urre
nt v
alua
tion
date
. Cur
rent
ly s
ubje
ct to
the
valu
atio
n ar
e: 3
com
mer
cial
un
its, 3
par
king
spa
ces
and
2 ce
llars
.
• Goo
d lo
catio
n al
ong Ś
w.W
ince
nteg
o S
treet
whi
ch fo
rms
one
of th
e m
ain
road
s of
Tar
gów
ek d
istri
ct
PRO
PER
TY
ASS
ET P
RES
ENTA
TIO
NM
AR
KET
VA
LUE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in P
LNK
rakó
wP
olan
dD
evel
opm
ent l
and
ZLO
ZLO
/sq
m
Mar
ket V
alue
14 2
30 0
00
40
0
Des
crip
tion
MA
RK
ET V
ALU
E in
Eur
os
Mar
ket V
alue
in E
UR
EU
RE
UR
/sq
m
Mar
ket V
alue
3 39
0 00
0
95
.37
SWO
T A
NA
LYSI
S
Stre
ngth
s• C
lose
to a
n es
tabl
ishe
d re
side
ntia
l are
a • F
reeh
old
as th
e tit
le to
the
prop
erty
Com
men
tsO
ppur
tuni
ties
• The
pop
ulat
ion
of K
rakó
w h
as b
een
incr
easi
ng in
rece
nt y
ears
• The
suc
cess
ful r
esid
entia
l pro
ject
s be
ing
real
ized
in th
e vi
cini
ty
Wea
knes
ses
• Lar
ge s
ize
of th
e la
nd
• Lac
k of
loca
l mas
ter p
lan/
deci
sion
on
the
site
dev
elop
men
t con
ditio
ns
Met
hodo
logy
• Lan
d w
ithou
t acc
ompl
ishe
d ac
cess
road
Ris
ks• A
hea
t pip
e ru
nnin
g th
roug
h th
e no
rther
n pa
rt of
the
site
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Prop
erty
add
ress
: ul.
Piltz
a, K
rakó
w, P
olan
d
Cur
rent
Val
uatio
n
Cur
rent
Val
uatio
n
Mas
ter P
lan
Site
are
a
The
prop
erty
is lo
cate
d w
ithin
Kra
ków
’s d
istri
ct o
f Łag
iew
niki
, in
a di
stan
ce o
f ap
prox
imat
ely
7 km
to th
e so
uth-
wes
t of t
he c
ity c
entre
. It i
s si
tuat
ed a
long
ul.
Pilt
za, b
etw
een
ul. B
obrz
yńsk
iego
and
ul.
Kob
ierz
yńsk
a w
hich
form
mai
n co
mm
unic
atio
n ar
terie
s le
adin
g to
the
city
cen
tre.
Free
hold
Mic
hał W
ielg
at, B
artło
mie
j Usz
kur
Plan
ning
Per
mit
35 5
73 s
qm
30/0
6/20
15
The
subj
ect p
rope
rty is
und
evel
oped
. The
sub
ject
pro
perty
is re
ason
ably
flat
and
of
irre
gula
r sha
pe. A
s at
the
valu
atio
n da
te th
ere
is n
o va
lid m
aste
r pla
n fo
r the
ar
ea w
here
the
subj
ect p
rope
rty is
loca
ted.
In L
and
Use
Stu
dy ("
Stu
dium
U
war
unko
wań
i K
ieru
nków
Zag
ospo
daro
wan
ia P
rzes
trzen
nego
") th
e pr
oper
ty is
de
sign
ed fo
r mul
ti-fa
mily
resi
dent
ial u
ses.
CO
MP
AR
ISO
N A
PP
RO
AC
H -
an a
dequ
ate
met
hod
for l
and
with
out v
alid
bui
ldin
g pe
rmit.
In th
e fir
st h
alf o
f 201
5 w
e re
cord
ed tw
o ve
ry c
ompa
rabl
e la
nds
whi
ch w
ere
sold
at t
he p
rice
of P
LN 5
58 a
nd
PLN
846
per
sq
m. B
oth
sold
land
s ar
e ad
jace
nt to
the
subj
ect p
rope
rty .
4.19
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: K
rakó
w R
ucza
j
NO
ul. P
iltza
NO
Prop
erty
add
ress
: ul.
Okó
lna
45a,
Mar
ki, P
olan
d
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
1)Lo
catio
n1)
Mar
ket V
alue
in Z
LO3)
Mar
ket V
alue
in Z
LOM
arki
Pol
and
Exc
ess
Land
(ind
ustri
al la
nd)
ZLO
ZLO
/sq
mZL
OZL
O/s
q m
Mar
ket V
alue
4 82
0 00
0
79
M
arke
t Val
ue7
000
000
117
2)M
arki
2)M
arke
t Val
ue in
ZLO
Pol
and
Exc
ess
Land
(lan
d oc
cupi
ed b
y el
ectri
city
com
pany
)ZL
OZL
O/s
q m
Mar
ket V
alue
1 73
0 00
0
16
8
3)
Mar
kiP
olan
dE
xces
s La
nd (d
esig
nate
d fo
r pr
oduc
tion
use
in la
nd s
tudy
)
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
1)M
arke
t Val
ue in
EU
R3)
Mar
ket V
alue
in E
UR
EUR
EU
R/s
q m
EUR
EUR
/sq
mM
arke
t Val
ueM
arke
t Val
ue1
150
000
18.7
9
1 66
9 00
0
28
.00
2)M
arke
t Val
ue in
EU
R
EUR
EU
R/s
q m
Mar
ket V
alue
413
000
40
.00
SWO
T AN
ALYS
ISC
omm
ents
Stre
ngth
s• C
lose
to W
arsa
w• V
icin
ity o
f ind
ustri
al p
rope
rties
Opp
urtu
nitie
s• S
treng
then
ing
of d
eman
d fo
r war
ehou
se s
pace
in P
olan
dD
ecre
sing
vac
ancy
rate
for w
areh
ouse
are
as
Wea
knes
ses
Met
hodo
logy
Long
dis
tanc
e to
the
mai
n ro
ad
Ris
ks• L
ow a
ttrac
tiven
ess
of M
arki
as
war
ehou
se h
ub
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Plan
ning
Per
mit
Addr
ess
Okó
lna
45a
Tow
nC
ount
ry
Nat
ure
Exch
ange
rate
(€)
4.19
Site
are
a59
609
sqm
Addr
ess
Okó
lna
45a
Tow
nC
ount
ry
30 J
une
2015
Valu
atio
n D
ate:
Mas
ter P
lan
Site
are
a
Cur
rent
Val
uatio
n30
/06/
2015
Nat
ure
Exch
ange
rate
(€)
4.19
Site
are
a10
321
sqm
Cur
rent
Val
uatio
n30
/06/
2015
30/0
6/20
15
61 2
00 s
qm
Cur
rent
Val
uatio
n
The
Pro
perty
is lo
cate
d in
Mar
ki, i
n th
e vi
cini
ty o
f nor
th-e
aste
rn s
ubur
bs W
arsa
w in
a
dist
ance
of a
ppro
xim
atel
y 15
km
nor
th-e
ast o
f the
city
cen
tre. I
t is
situ
ated
alo
ng
Okó
lna,
whi
ch in
ters
ects
with
Sło
necz
na S
treet
. Sło
necz
na S
treet
in a
dis
tanc
e of
ap
prox
imat
ely
900
m in
ters
ects
with
Piłs
udsk
iego
Stre
et, w
hich
form
s on
e of
the
mai
n tra
nspo
rtatio
n ro
ute
runn
ing
thro
ugh
the
city
in th
e so
uthe
rn d
irect
ion
and
lead
ing
to th
e W
arsa
w c
ity c
entre
. Th
e ve
hicu
lar a
cces
s to
the
subj
ect p
rope
rty is
poo
r. A
bus
rout
es a
re a
vaila
ble
alon
g P
iłsud
skie
go S
treet
with
the
near
est b
us s
top
in a
dis
tanc
e of
app
roxi
mat
ely
of 1
.3 k
m o
f th
e su
bjec
t pro
perty
.
The
imm
edia
te n
eigh
bour
hood
of t
he s
ubje
ct p
rope
rty is
mai
nly
indu
stria
l in
char
acte
r. D
irect
ly to
the
east
and
sou
th o
f the
pro
perty
are
pro
duct
ion/
war
ehou
se d
evel
opm
ents
lo
cate
d. D
irect
ly to
the
wes
t and
nor
th a
re u
ndev
elop
ed la
nd s
ituat
ed. F
urth
er
surr
ound
ings
con
stitu
te m
ainl
y si
ngle
-fam
ily re
side
ntia
l hou
sing
.
• Poo
r veh
icul
ar a
cces
s to
the
prop
erty
1) C
hang
e re
gard
ing
cost
s of
dec
onta
min
atio
n an
d tre
es re
mov
al, n
o ot
her c
hang
es.
2) a
nd 3
) On
the
land
mar
ket t
here
wer
e re
cord
ed th
ree
new
com
para
ble
trans
actio
ns w
ith p
rices
at r
ange
of 9
2-20
1 P
LN p
er s
qm. T
wo
of th
em c
once
rns
land
s lo
cate
d in
the
vici
nity
of t
he s
ubje
ct
prop
erty
but
they
are
sig
nific
antly
sm
alle
r. Th
ird p
rope
rty w
ith c
ompa
rabl
e ar
ea h
as w
orse
loca
tion.
No
chan
ges
in v
alue
s in
com
paris
on to
the
last
val
uatio
n - p
rice
leve
l of n
ew tr
ansa
ctio
ns c
onfir
ms
our f
igur
es.
1) R
esid
ual -
For
the
purp
ose
of th
e V
alua
tion
we
have
ado
pted
ave
rage
con
stru
ctio
n co
sts
275
EU
R p
er s
qm o
f tot
al G
LA 2
1 27
1 sq
m, p
rofit
on
cost
s 15
%, c
ontin
genc
y 5%
, pro
ffesi
on fe
es 3
%,
eqiu
vale
nt y
ield
8.5
%. G
ross
dev
elop
men
t val
ue is
10
362
975
EU
R. T
otal
EM
RV
p.a
. 908
224
EU
R
2) a
nd 3
) we
have
use
d co
mpa
rabl
e m
etho
d to
ado
pt a
sui
tabl
e va
lue
1) In
dust
rial l
and
- The
pro
perty
con
stitu
tes
an u
ndev
elop
ed p
art o
f site
no.
73/
13 w
ith
area
of 6
1 20
0 sq
m. I
t is
loca
ted
in M
arki
, in
the
vici
nity
of n
orth
-eas
tern
sub
urbs
W
arsa
w a
nd is
loca
ted
900
m a
way
from
the
mai
n tra
nspo
rtatio
n ro
ute
whi
ch le
ads
to
the
War
saw
city
cen
tre. T
he v
ehic
ular
acc
ess
to th
e pr
oper
ty is
poo
r.
2) L
and
occu
pied
by
elec
trici
ty c
ompa
ny -
The
prop
erty
con
stitu
tes
an u
ndev
elop
ed p
art
of s
ite n
o. 7
3/13
with
are
a of
10
321
sqm
and
is o
ccup
ied
by th
e el
ectri
city
com
pany
. It
is lo
cate
d in
Mar
ki, i
n th
e vi
cini
ty o
f nor
th-e
aste
rn s
ubur
bs W
arsa
w a
nd is
loca
ted
900
m
away
from
the
mai
n tra
nspo
rtatio
n ro
ute
whi
ch le
ads
to th
e W
arsa
w c
ity c
entre
. The
ve
hicu
lar a
cces
s to
the
prop
erty
is p
oor.
3) L
and
desi
gnat
ed fo
r pro
duct
ion
use
- The
pro
perty
con
stitu
tes
an u
ndev
elop
ed s
ites
no. 7
3/8,
73/
5, 4
2 an
d 27
with
agg
rega
te a
rea
of 5
9 60
9 sq
m. I
t is
loca
ted
in M
arki
, in
the
vici
nity
of n
orth
-eas
tern
sub
urbs
War
saw
and
is lo
cate
d 90
0 m
aw
ay fr
om th
e m
ain
trans
porta
tion
rout
e w
hich
lead
s to
the
War
saw
city
cen
tre. T
he v
ehic
ular
acc
ess
to th
e pr
oper
ty is
poo
r.
Cur
rent
Val
uatio
n30
/06/
2015
Cur
rent
Val
uatio
n
30/0
6/20
15
30/0
6/20
15
Cur
rent
Val
uatio
n
Free
hold
DTZ
4.19
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: M
arki
exc
ess
land
NO
Okó
lna
45a
YES
Valu
atio
n D
ate:
Prop
erty
loca
tion
and
desc
riptio
nSu
mm
ary
of v
alue
s an
d as
sum
ptio
ns
Sum
mar
yM
ain
Use
Land
Are
a (s
q m
)N
umbe
r of b
uild
ings
Cad
astra
l Dis
trict
Dat
e Bu
iltTi
tle li
st n
o.D
ate
of L
ast R
enov
atio
nTe
nure
Lan
dN
o. o
f Flo
ors
Res
trict
ions
on
Title
Tenu
re B
uild
ing
Exch
ange
rate
use
dVa
luat
ion
Cur
renc
yPL
NPL
N/s
q m
EUR
EUR
/sq
m
Valu
atio
n m
etho
d ad
opte
dVa
luer
Con
ditio
nD
ate
of la
st in
spec
tion
Gro
ss M
arke
t Val
ue10
150
000
288
2 42
0 00
069
PLN
p.a
.P
LN/s
q m
p.a
.E
UR
p.a
.E
UR
/sq
m p
.a.
Gro
ss c
urre
nt re
nt (D
ay 1
)70
0 43
192
166
992
22
N
et c
urre
nt re
nt(1
068
947
)14
0-
(2
54 8
51)
33-
Gro
ss M
arke
t ren
t2
299
651
65
54
8 26
716
Cap
italis
atio
n ra
te15
.00%
15.0
0%C
apita
lisat
ion
rate
on
Vaca
nt15
.00%
15.0
0%
Equi
vale
nt Y
ield
15.0
0%15
.00%
Initi
al Y
ield
(-10.
52%
)(-1
0.52
%)
Rev
ersi
onar
y Yi
eld
21.5
1%21
.51%
Initi
al v
oid
(if a
pplic
able
)9
mon
ths
9m
onth
sEx
piry
voi
d9
mon
ths
9m
onth
sN
ew le
ase
leng
th3
year
s3
year
s
Non
-rec
over
able
s p.
a.2.
00%
of re
nt p
aid
2.00
%of
rent
pai
dLe
tting
fees
12.5
0%of
ER
V12
.50%
of E
RV
CA
PEX
0PL
N0
EUR
Tota
l flo
or a
rea
35 1
99sq
m35
199
sqm
Let a
reas
7 63
3sq
m7
633
sqm
Loca
tion
Stru
ctur
al v
acan
cy-
sqm
- sq
m
Occ
upan
cy ra
te
Num
ber o
f car
par
king
spa
ces
n/a
units
n/a
units
WA
ULT
(wei
ghte
d by
inco
me)
0.84
year
s0.
84ye
ars
Des
crip
tion
Com
men
ts
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
Prop
erty
nam
e: M
arki
indu
stria
l pro
pert
y
Map
- M
acro
Map
- M
icro
78 6
55M
arki
WA1
W/0
0102
301/
7
Free
hold
30 J
une
2015
21.6
9%
DTZ
War
saw
Phot
o - I
nsid
ePh
oto
- out
side
The
Prop
erty
is lo
cate
d in
Mar
ki, i
n th
e vi
cini
ty o
f nor
th-e
aste
rn s
ubur
bs W
arsa
w in
a d
ista
nce
of a
ppro
xim
atel
y 15
km
nor
th-e
ast o
f the
ci
ty c
entre
. It i
s si
tuat
ed a
long
Okó
lna,
whi
ch in
ters
ects
with
Sło
necz
na S
treet
. Sło
necz
na S
treet
in a
dis
tanc
e of
app
roxi
mat
ely
900
m
inte
rsec
ts w
ith P
iłsud
skie
go S
treet
, whi
ch fo
rms
one
of th
e m
ain
trans
porta
tion
rout
e ru
nnin
g th
roug
h th
e ci
ty in
the
sout
hern
dire
ctio
n an
d le
adin
g to
the
War
saw
city
cen
tre. T
he v
ehic
ular
acc
ess
to th
e su
bjec
t pro
perty
is p
oor.
A bu
s ro
utes
are
ava
ilabl
e al
ong
Piłs
udsk
iego
St
reet
with
the
near
est b
us s
top
in a
dis
tanc
e of
app
roxi
mat
ely
of 1
.3 k
m o
f the
sub
ject
pro
perty
. The
imm
edia
te n
eigh
bour
hood
of t
he
subj
ect p
rope
rty is
mai
nly
indu
stria
l in
char
acte
r. D
irect
ly to
the
east
and
sou
th o
f the
pro
perty
are
pro
duct
ion/
war
ehou
se d
evel
opm
ents
lo
cate
d. D
irect
ly to
the
wes
t and
nor
th a
re u
ndev
elop
ed la
nd s
ituat
ed. F
urth
er s
urro
undi
ngs
cons
titut
e m
ainl
y si
ngle
-fam
ily re
side
ntia
l ho
usin
g.
The
prop
erty
con
sist
s of
indu
stria
l bui
ldin
g co
nstru
cted
in 1
970'
s. It
is lo
cate
d in
Mar
ki, i
n th
e vi
cini
ty o
f nor
th-e
aste
rn s
ubur
bs W
arsa
w
and
is lo
cate
d 90
0 m
aw
ay fr
om th
e m
ain
trans
porta
tion
rout
e w
hich
lead
s to
the
War
saw
city
cen
tre. T
he v
ehic
ular
acc
ess
to th
e pr
oper
ty
is p
oor.
The
prop
erty
is o
ccup
ied
by tw
o te
nant
s w
ho a
re o
ccup
ying
21.
7% o
f the
35
198.
60 s
q m
letta
ble
area
(as
per C
lient
requ
est
leas
e w
ith O
rco
has
been
dis
rega
rded
for t
he p
urpo
ses
of v
alua
tion)
.
Inve
stm
ent
The
prop
erty
is 2
1.7%
leas
ed (l
ease
with
Orc
o ha
s be
en d
isre
gard
ed a
s re
ques
ted
by th
e C
lient
). Th
ere
is c
urre
ntly
27
567
sqm
of v
acan
t spa
ce.
For t
he p
urpo
se o
f the
Val
uatio
n w
e ha
ve d
educ
ted
2% fr
om th
e gr
oss
inco
me
for n
on-r
ecov
erab
le e
xpen
ses
and
3% fo
r bad
deb
ts a
nd w
e ha
ve
dedu
cted
1.2
5 EU
R/s
qm/m
th fo
r on-
goin
g va
canc
y. A
n av
erag
e EM
RV
for t
he p
rem
ises
has
bee
n ad
opte
d at
15.
58 E
UR
/sqm
/mth
. For
inde
finite
le
ase
we
have
app
lied
9 m
onth
s le
ase
perio
d fro
m th
e da
te o
f val
uatio
n.
Prop
erty
add
ress
: ul
. Okó
lna
45a,
Mar
ki, P
olan
d
Perp
etua
l usu
fruct
4.19
Cur
rent
Val
uatio
n30
Jun
e 20
15
Mor
tgag
es, e
asem
ents
Indu
stria
l1
1970
'n/
a 2
Wea
kJu
ly 2
015
Cur
rent
Val
uatio
n30
Jun
e 20
15
21.6
9%
PRO
PER
TY
ASSE
T PR
ESEN
TATI
ON
MAR
KET
VAL
UE
in L
ocal
Cur
renc
y
Loca
tion
Mar
ket V
alue
in P
LNSz
czec
inPo
land
Dev
elop
men
t lan
dZL
OZL
O/s
q m
Mar
ket V
alue
13 9
40 0
00
20
0
Des
crip
tion
MAR
KET
VAL
UE
in E
uros
Mar
ket V
alue
in E
UR
EUR
EUR
/sq
m
Mar
ket V
alue
3 32
0 00
0
47
.68
SWO
T AN
ALYS
IS
Stre
ngth
s• C
lose
to th
e re
side
ntia
l are
a • B
indi
ng lo
cal m
aste
r pla
nC
omm
ents
• Titl
e to
the
prop
erty
Opp
urtu
nitie
s
Wea
knes
ses
• Loc
atio
n fa
r fro
m th
e ci
ty c
entre
• The
topo
gtap
hy o
f the
site
is n
ot fl
at.
• L
and
with
out a
ccom
plis
hed
acce
ss ro
adM
etho
dolo
gy• L
arge
siz
e of
the
prop
erty
with
out i
nfra
stru
ctur
eR
isks
• Lar
ge s
uppl
y of
und
evel
oped
land
on
loca
l mar
ket.
• The
pop
ulat
ion
of S
zcze
cin
has
been
dec
reas
ing
in re
cent
yea
rs
This
sum
mar
y sh
ould
be
read
in c
onju
nctio
n w
ith o
ur v
alua
tion
repo
rt.
4.19
Loca
tion
Map
& P
hoto
grap
h
Addr
ess
Tow
n
NO
Cou
ntry
Nat
ure
Exch
ange
rate
(€)
Biu
ldin
g Pe
rmit
Tenu
re
Valu
er
Prop
erty
nam
e: S
zcze
cin
NO
ul. S
zosa
Pol
ska
Yes
30/0
6/20
15
The
subj
ect p
rope
rty is
und
evel
oped
. The
sub
ject
pro
perty
is s
light
ly
slop
ing
tow
ards
cen
tral p
art o
f the
site
and
is o
f irr
egul
ar s
hape
. As
at th
e va
luat
ion
date
ther
e is
a v
alid
mas
ter p
lan
for t
he s
ubje
ct p
rope
rty. M
ain
uses
are
: U, M
W/U
, MN
/U, M
N -
desi
gnat
ed fo
r mul
ti-fa
mily
resi
dent
ial
and
serv
ice
uses
. Alth
ough
, the
acc
ess
to th
e ro
ad o
f the
sub
ject
pr
oper
ty is
sec
ured
by
the
mas
ter p
lan,
cur
rent
ly th
e ro
ad a
cces
s is
not
ac
com
plis
hed.
CO
MPA
RIS
ON
APP
RO
ACH
- an
ade
quat
e m
etho
d fo
r lan
d w
ithou
t val
id b
uild
ing
perm
it.
The
subj
ect p
rope
rty c
ompr
ise
an a
rea
of a
lmos
t 70
000
sq m
. The
re h
as b
een
no tr
ansa
ctio
ns w
ith re
gard
s to
su
ch la
rge
land
s in
rece
nt y
ears
on
loca
l mar
ket.
The
trans
actio
ns w
hich
are
reco
rded
usu
ally
rela
te to
the
land
s w
ith a
n ar
ea u
p to
abo
ut 1
0 00
0 sq
m. T
he n
ew th
ree
trans
actio
ns c
once
rned
land
s w
ith a
rea
of a
bout
5
000-
11 0
00 s
q m
and
the
pric
es w
ere
at th
e le
vel o
f PLN
323
-412
per
sq
m. O
ne o
f the
sol
d pr
oper
ties
was
lo
cate
d cl
ose
the
city
cen
tre.
30 J
une
2015
Valu
atio
n D
ate:
30/0
6/20
15
Prop
erty
add
ress
: ul.
Szos
a Po
lska
, Szc
zeci
n, P
olan
d
Cur
rent
Val
uatio
n
Cur
rent
Val
uatio
n
Mas
ter P
lan
Site
are
a
The
prop
erty
is lo
cate
d w
ithin
Szc
zeci
n’s
dist
rict o
f Pół
noc,
in a
dis
tanc
e of
app
roxi
mat
ely
8 km
to th
e no
rth o
f the
city
cen
tre. I
t is
loca
ted
in c
lose
pr
oxim
ity o
f Szo
sa P
olsk
a St
reet
whi
ch fo
rms
the
mai
n tra
nspo
rtatio
n ro
ute
of th
e no
rther
n pa
rt of
the
city
. The
sur
roun
ding
s of
the
prop
erty
co
nstit
ute
unde
velo
ped
land
and
sin
gle-
fam
ily h
ouse
s.
Free
hold
Mic
hał W
ielg
at, B
artło
mie
j Usz
kur
Plan
ning
Per
mit
69 6
81 s
qm
VALU ATIO N REPORT | APPENDICES
APPENDIX C
Argus Exports (investment and residual method)
Benice 1C
APPRAISAL SUMMARY DTZ DEBENHAM TIE LEUNG - U.K Benice 1C
Summary Appraisal for Phase 1
Currency in £
REVENUE Sales Valuation Units m² Rate m² Unit Price Gross Sales
Houses 1 1,443.00 44,000.00 63,492,000 63,492,000
NET REALISATION 63,492,000
OUTLAY
ACQUISITION COSTS Residualised Price 7,303,490
7,303,490 CONSTRUCTION COSTS Construction Units Unit Amount Cost
Houses 1 un 37,110,135 37,110,135 37,110,135
Contingency 4.00% 1,484,405 Road/Site Works 2,700,000
4,184,405
PROFESSIONAL FEES Professional fees 5.00% 1,855,507
1,855,507 MARKETING & LETTING
Marketing 500,000 500,000
DISPOSAL FEES Sales Agent Fee 3.00% 1,904,760 Sales Legal Fee 0.50% 317,460
2,222,220 FINANCE
Debit Rate 4.000% Credit Rate 0.000% (Nominal) Land 423,725 Construction 801,858 Other 809,087 Total Finance Cost 2,034,671
TOTAL COSTS 55,210,428
PROFIT 8,281,572
Performance Measures Profit on Cost% 15.00% Profit on GDV% 13.04% Profit on NDV% 13.04%
IRR 17.52%
Profit Erosion (finance rate 4.000%) 3 yrs 6 mths
File: U:\VALUATION\2015 files\Clients\OPG - Luxembourg Listing June 2015\Properties\Benice\Benice 1C\Benice 1C Jun2015.wcfx ARGUS Developer Version: 6.00.002 Date: 03/08/2015
Bubenská 1
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 03 August 2015Valuation Date 30 June 2015
Property
Address ORBU_Bubenska,1,Bubenska,Prague,170 00File/Ref No C 106
Gross Valuation Kc267,855,850Capital Costs -Kc11,573,369Net Value Before Fees Kc256,282,482
Less Acquisition Fee Fixed Amount Kc0
Net Valuation Kc256,282,482Say Kc256,300,000
Equivalent Yield 9.1767% True Equivalent Yield 9.6614%Initial Yield (Deemed) 5.2141% Initial Yield (Contracted) 5.2141%Reversion Yield 10.5925%
Total Contracted Rent Kc14,843,844 Total Current Rent Kc14,843,844Total Rental Value Kc29,250,000 No. Tenants 10Capital value per m² Kc14,690.24
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 Kc14,843,844 Kc13,966,344 5.2141 % 5.3886 %01-Jul-2015 Kc14,438,832 Kc13,561,332 5.0629 % 5.2273 %01-Aug-2015 Kc14,170,956 Kc13,293,456 4.9629 % 5.1208 %01-Jan-2016 Kc14,688,156 Kc13,810,656 5.1560 % 5.3265 %01-Feb-2016 Kc15,169,356 Kc14,291,856 5.3357 % 5.5184 %30-Jun-2016 Kc19,611,756 Kc18,734,256 6.9942 % 7.3109 %01-Jul-2016 Kc17,152,716 Kc16,275,216 6.0761 % 6.3141 %01-Jan-2017 Kc14,066,388 Kc13,188,888 4.9239 % 5.0792 %01-Jul-2017 Kc15,888,948 Kc15,011,448 5.6043 % 5.8062 %01-Jan-2018 Kc18,912,708 Kc18,035,208 6.7332 % 7.0264 %01-Jul-2018 Kc20,735,268 Kc19,857,768 7.4136 % 7.7703 %01-Jan-2019 Kc25,016,868 Kc24,139,368 9.0121 % 9.5435 %30-Jun-2019 Kc20,574,468 Kc19,696,968 7.3536 % 7.7044 %01-Jul-2019 Kc24,856,068 Kc23,978,568 8.9520 % 9.4762 %31-Dec-2019 Kc24,807,600 Kc23,930,100 8.9339 % 9.4560 %30-Jun-2020 Kc29,250,000 Kc28,372,500 10.5925 % 11.3326 %
Yields based on Kc267,855,851
Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
03 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
03 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldE
xpiri
ng te
nant
s 1
NA
30-J
un-2
015
Occ
upie
dH
ardc
ore
9.00
0%9.
000%
Kc4
05,0
12K
c405
,012
Kc5
17,2
00K
c5,3
31,3
90E
xpiri
ng te
nant
s 2
NA
31-J
ul-2
015
Occ
upie
dH
ardc
ore
9.00
0%9.
000%
Kc2
67,8
76K
c267
,876
Kc4
81,2
00K
c4,9
44,4
25G
roup
1N
A30
-Jun
-201
6O
ccup
ied
Har
dcor
e9.
000%
9.00
0%K
c2,4
59,0
40K
c2,4
59,0
40K
c4,2
81,6
00K
c40,
866,
788
Gro
up 2
NA
31-D
ec-2
016
Occ
upie
dH
ardc
ore
9.00
0%9.
000%
Kc2
,459
,040
Kc2
,459
,040
Kc4
,281
,600
Kc4
0,23
2,00
6G
roup
3N
A30
-Jun
-201
7O
ccup
ied
Har
dcor
e9.
000%
9.00
0%K
c2,4
59,0
40K
c2,4
59,0
40K
c4,2
81,6
00K
c39,
630,
624
Gro
up 4
NA
31-D
ec-2
017
Occ
upie
dH
ardc
ore
9.00
0%9.
000%
Kc2
,459
,040
Kc2
,459
,040
Kc4
,281
,600
Kc3
9,04
8,25
5G
roup
5N
A30
-Jun
-201
8O
ccup
ied
Har
dcor
e9.
000%
9.00
0%K
c2,4
59,0
40K
c2,4
59,0
40K
c4,2
81,6
00K
c38,
496,
528
Oth
erN
A30
-Dec
-201
9V
acan
tH
ardc
ore
10.0
0010
.000
Kc1
,248
,468
Kc1
,248
,468
Kc1
,200
,000
Kc1
1,80
9,04
3S
druz
ene
Zdra
tovo
tnic
NA
31-D
ec-2
016
Occ
upie
dH
ardc
ore
9.00
0%9.
000%
Kc6
27,2
88K
c627
,288
Kc1
,201
,200
Kc1
1,20
2,43
9V
acan
tN
A29
-Jun
-201
9V
acan
tH
ardc
ore
10.0
0010
.000
Kc0
Kc0
Kc4
,442
,400
Kc3
6,29
4,35
4To
tal
Kc1
4,84
3,84
4K
c14,
843,
844
Kc2
9,25
0,00
0K
c267
,855
,850
Por
tfolio
: Orc
o Ju
ne 2
015
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 2
Industrial Park Stříbro
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 03 August 2015Valuation Date 30 June 2015
Property
Address ORIP_Stríbro Industrial Park,Plzenska,StøíbroFile/Ref No C 192
Gross Valuation €1,144,260Capital Costs -€48,515Net Value Before Fees €1,095,745
Less Acquisition Fee @0.00% of Net Value €0
Net Valuation €1,095,745Say €1,100,000
Equivalent Yield 13.0000% True Equivalent Yield 14.0360%Initial Yield (Deemed) 11.0236% Initial Yield (Contracted) 11.0236%Reversion Yield 14.6291%
Total Contracted Rent €136,824 Total Current Rent €136,824Total Rental Value €178,080 No. Tenants 3Capital value per m² €124.99
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 €136,824 €126,139 11.0236 % 11.8271 %30-Nov-2016 €176,904 €166,219 14.5263 % 15.9474 %01-Jan-2018 €40,080 €29,395 2.5689 % 2.6107 %01-Oct-2018 €178,080 €167,395 14.6291 % 16.0712 %30-Jun-2021 €138,000 €127,315 11.1264 % 11.9454 %30-Nov-2022 €178,080 €167,395 14.6291 % 16.0712 %
Yields based on €1,144,260
Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
03 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
03 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldId
eal A
utom
otiv
eN
A31
-Dec
-201
7Id
eal A
utom
otiv
eH
ardc
ore
13.0
0013
.000
€136
,824
€136
,824
€138
,000
€927
,009
Stru
ctur
al V
acan
cyN
A29
-Sep
-201
9V
acan
tH
ardc
ore
13.0
0013
.000
€0€0
€0€0
Vac
ant
NA
29-J
un-2
021
Idea
l Aut
omot
ive
Har
dcor
e13
.000
13.0
00€0
€0€4
0,08
0€2
17,2
51To
tal
€136
,824
€136
,824
€178
,080
€1,1
44,2
60
Por
tfolio
: Orc
o Ju
ne 2
015
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 2
Košík IIIB
APP
RA
ISA
L SU
MM
AR
Y D
TZ D
EBEN
HA
M T
IE L
EUN
G -
U.K
K
osik
3B
&C
Sum
mar
y A
ppra
isal
for P
hase
1 J
, K, L
Cur
renc
y in
CZK
REV
ENU
E S
ales
Val
uatio
n U
nits
m
² R
ate
m²
Uni
t Pric
e G
ross
Sal
es
Apa
rtmen
ts
151
9
,620
.94
40,
000.
00
2,5
48,5
93
384
,837
,600
P
arki
ng
152
0
.00
0.0
0 1
50,0
00
22,
800,
000
Com
mer
cial
8
6
28.0
6 2
5,00
0.00
1
,962
,687
1
5,70
1,50
0 C
ella
rs
54
238
.45
20,
000.
00
88,
315
4,7
69,0
00
Bal
cony
&Te
rrac
es
1
1,5
85.5
4 2
0,00
0.00
3
1,71
0,80
0 3
1,71
0,80
0 G
arde
n 1
3
67.3
5 4
,000
.00
1,4
69,4
00
1,4
69,4
00
Par
king
2
5
0.0
0 0
.00
300
,000
1
,500
,000
P
arki
ng in
valid
9
0
.00
0.0
0 2
00,0
00
1,8
00,0
00
Tot
als
381
1
2,44
0.34
4
64,5
88,3
00
NET
REA
LISA
TIO
N
464
,588
,300
OU
TLA
Y
AC
QU
ISIT
ION
CO
STS
Res
idua
lised
Pric
e 3
30,4
40,1
65
330
,440
,165
C
ON
STR
UC
TIO
N C
OST
S C
onst
ruct
ion
Uni
ts
Uni
t Am
ount
C
ost
Con
stru
ctio
n C
ost
1 u
n 6
1,45
0,00
0 6
1,45
0,00
0 6
1,45
0,00
0
Con
tinge
ncy
5.0
0%
3,0
72,5
00
3,0
72,5
00
PR
OFE
SSIO
NA
L FE
ES
Pro
fess
iona
l Fee
s 7
.00%
4
,301
,500
P
roje
ct M
anag
er
8.0
0%
4,9
16,0
00
9,2
17,5
00
MA
RK
ETIN
G &
LET
TIN
G
Mar
ketin
g 1
,000
,000
1
,000
,000
D
ISPO
SAL
FEES
S
ales
Age
nt F
ee
1.5
0%
6,0
79,6
22
Sal
es L
egal
Fee
0
.50%
2
,026
,541
8
,106
,162
File
: O:\V
ALU
ATI
ON
\201
5 fil
es\C
lient
s\O
PG
- Lu
xem
bour
g Li
stin
g Ju
ne 2
015\
Pro
perti
es\K
osik
\Kos
ik 3
B&
C J
une
2015
.wcf
x A
RG
US
Dev
elop
er V
ersi
on: 6
.00.
002
Dat
e: 2
8/07
/201
5
APP
RA
ISA
L SU
MM
AR
Y D
TZ D
EBEN
HA
M T
IE L
EUN
G -
U.K
K
osik
3B
&C
F
INA
NC
E D
ebit
Rat
e 4.
000%
Cre
dit R
ate
0.00
0% (N
omin
al)
Lan
d 5
,529
,365
C
onst
ruct
ion
573
,613
O
ther
2
,963
,577
T
otal
Fin
ance
Cos
t 9
,066
,556
TO
TAL
CO
STS
422
,352
,883
PR
OFI
T 4
2,23
5,41
7
Per
form
ance
Mea
sure
s P
rofit
on
Cos
t%
10.
00%
P
rofit
on
GD
V%
9
.09%
P
rofit
on
ND
V%
9
.09%
IRR
1
9.75
%
Pro
fit E
rosi
on (f
inan
ce ra
te 4
.000
%)
2 y
rs 5
mth
s
File
: O:\V
ALU
ATI
ON
\201
5 fil
es\C
lient
s\O
PG
- Lu
xem
bour
g Li
stin
g Ju
ne 2
015\
Pro
perti
es\K
osik
\Kos
ik 3
B&
C J
une
2015
.wcf
x A
RG
US
Dev
elop
er V
ersi
on: 6
.00.
002
Dat
e: 2
8/07
/201
5
Košík IIIC
APP
RA
ISA
L SU
MM
AR
Y D
TZ D
EBEN
HA
M T
IE L
EUN
G -
U.K
K
osik
3B
&C
Sum
mar
y A
ppra
isal
for P
hase
2 M
, N
Cur
renc
y in
CZK
REV
ENU
E S
ales
Val
uatio
n U
nits
m
² R
ate
m²
Uni
t Pric
e G
ross
Sal
es
Apa
rtmen
ts
80
5,5
98.3
1 4
0,00
0.00
2
,799
,155
2
23,9
32,4
00
Par
king
9
9 0
.00
0.0
0 1
50,0
00
14,
850,
000
Cel
lars
6
9 1
52.2
5 2
0,00
0.00
4
4,13
0 3
,045
,000
B
alco
ny&
Terr
aces
1
1
,335
.50
20,
000.
00
26,
710,
000
26,
710,
000
Par
king
inva
lid
8
0.0
0 0
.00
200
,000
1
,600
,000
T
otal
s 2
57
7,0
86.0
6 2
70,1
37,4
00
NET
REA
LISA
TIO
N
270
,137
,400
OU
TLA
Y
AC
QU
ISIT
ION
CO
STS
Res
idua
lised
Pric
e 8
2,49
3,35
4 8
2,49
3,35
4 C
ON
STR
UC
TIO
N C
OST
S C
onst
ruct
ion
Uni
ts
Uni
t Am
ount
C
ost
Con
stru
ctio
n C
ost
1 u
n 1
24,8
27,3
00
124
,827
,300
1
24,8
27,3
00
Con
tinge
ncy
4.0
0%
4,9
93,0
92
4,9
93,0
92
PR
OFE
SSIO
NA
L FE
ES
Pro
fess
iona
l Fee
s 3
.00%
3
,744
,819
P
roje
ct M
anag
er
2.5
0%
3,1
20,6
83
6,8
65,5
02
MA
RK
ETIN
G &
LET
TIN
G
Mar
ketin
g 2
,000
,000
2
,000
,000
D
ISPO
SAL
FEES
S
ales
Age
nt F
ee
1.5
0%
3,4
04,6
61
Sal
es L
egal
Fee
0
.50%
1
,134
,887
4
,539
,548
F
INA
NC
E D
ebit
Rat
e 4.
000%
Cre
dit R
ate
0.00
0% (N
omin
al)
Lan
d 3
,921
,847
File
: O:\V
ALU
ATI
ON
\201
5 fil
es\C
lient
s\O
PG
- Lu
xem
bour
g Li
stin
g Ju
ne 2
015\
Pro
perti
es\K
osik
\Kos
ik 3
B&
C J
une
2015
.wcf
x A
RG
US
Dev
elop
er V
ersi
on: 6
.00.
002
Dat
e: 2
8/07
/201
5
APP
RA
ISA
L SU
MM
AR
Y D
TZ D
EBEN
HA
M T
IE L
EUN
G -
U.K
K
osik
3B
&C
C
onst
ruct
ion
3,7
08,7
42
Oth
er
1,5
52,6
87
Tot
al F
inan
ce C
ost
9,1
83,2
76
TO
TAL
CO
STS
234
,902
,072
PR
OFI
T 3
5,23
5,32
8
Per
form
ance
Mea
sure
s P
rofit
on
Cos
t%
15.
00%
P
rofit
on
GD
V%
1
3.04
%
Pro
fit o
n N
DV
%
13.
04%
IRR
1
7.35
%
Pro
fit E
rosi
on (f
inan
ce ra
te 4
.000
%)
3 y
rs 6
mth
s
File
: O:\V
ALU
ATI
ON
\201
5 fil
es\C
lient
s\O
PG
- Lu
xem
bour
g Li
stin
g Ju
ne 2
015\
Pro
perti
es\K
osik
\Kos
ik 3
B&
C J
une
2015
.wcf
x A
RG
US
Dev
elop
er V
ersi
on: 6
.00.
002
Dat
e: 2
8/07
/201
5
Office Center Praha - Hradčanská
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 07 August 2015Valuation Date 30 June 2015
Property
Address OROH_Office Center Hradcanska,PragueFile/Ref No C 159
Gross Valuation Kc378,785,901Capital Costs -Kc11,059,676Net Value Before Fees Kc367,726,226
Less Stamp Duty @0.00% of Net Value Kc0
Net Valuation Kc367,726,226Say Kc367,750,000
Equivalent Yield 9.0000% True Equivalent Yield 9.5034%Initial Yield (Deemed) 7.9208% Initial Yield (Contracted) 7.9208%Reversion Yield 9.6197%
Total Contracted Rent Kc31,129,632 Total Current Rent Kc31,129,632Total Rental Value Kc37,564,908 No. Tenants 57Capital value per m² Kc28,512.73
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 Kc31,129,632 Kc30,002,685 7.9208 % 8.3289 %01-Aug-2015 Kc31,007,328 Kc29,880,381 7.8885 % 8.2933 %01-Sep-2015 Kc33,843,624 Kc32,716,677 8.6372 % 9.1244 %01-Oct-2015 Kc33,630,948 Kc32,504,001 8.5811 % 9.0618 %01-Nov-2015 Kc33,382,656 Kc32,255,709 8.5156 % 8.9888 %01-Dec-2015 Kc33,483,432 Kc32,356,485 8.5422 % 9.0184 %01-Jan-2016 Kc30,932,808 Kc29,805,861 7.8688 % 8.2715 %29-Feb-2016 Kc30,505,992 Kc29,379,045 7.7561 % 8.1472 %01-Mar-2016 Kc32,108,256 Kc30,981,309 8.1791 % 8.6150 %16-Mar-2016 Kc31,769,016 Kc30,642,069 8.0895 % 8.5157 %30-Mar-2016 Kc35,039,016 Kc33,912,069 8.9528 % 9.4771 %01-Apr-2016 Kc34,516,152 Kc33,389,205 8.8148 % 9.3227 %01-May-2016 Kc34,202,292 Kc33,075,345 8.7319 % 9.2301 %01-Jun-2016 Kc34,096,752 Kc32,969,805 8.7041 % 9.1990 %02-Jun-2016 Kc34,007,076 Kc32,880,129 8.6804 % 9.1726 %01-Jul-2016 Kc34,148,676 Kc33,021,729 8.7178 % 9.2143 %01-Aug-2016 Kc33,849,324 Kc32,722,377 8.6388 % 9.1261 %01-Sep-2016 Kc33,646,020 Kc32,519,073 8.5851 % 9.0663 %09-Sep-2016 Kc33,545,244 Kc32,418,297 8.5585 % 9.0366 %01-Oct-2016 Kc33,550,692 Kc32,423,745 8.5599 % 9.0382 %01-Nov-2016 Kc28,861,164 Kc27,734,217 7.3219 % 7.6696 %29-Nov-2016 Kc29,218,188 Kc28,091,241 7.4161 % 7.7730 %16-Dec-2016 Kc29,566,188 Kc28,439,241 7.5080 % 7.8740 %19-Dec-2016 Kc29,491,668 Kc28,364,721 7.4883 % 7.8524 %30-Dec-2016 Kc26,221,668 Kc25,094,721 6.6250 % 6.9087 %01-Jan-2017 Kc25,139,304 Kc24,012,357 6.3393 % 6.5986 %01-Feb-2017 Kc25,045,632 Kc23,918,685 6.3146 % 6.5719 %01-Mar-2017 Kc24,066,492 Kc22,939,545 6.0561 % 6.2924 %02-Mar-2017 Kc24,156,132 Kc23,029,185 6.0797 % 6.3180 %10-Mar-2017 Kc24,008,736 Kc22,881,789 6.0408 % 6.2760 %01-May-2017 Kc24,582,648 Kc23,455,701 6.1923 % 6.4396 %01-Jun-2017 Kc23,984,148 Kc22,857,201 6.0343 % 6.2690 %09-Jun-2017 Kc24,087,588 Kc22,960,641 6.0616 % 6.2984 %01-Jul-2017 Kc24,820,788 Kc23,693,841 6.2552 % 6.5076 %01-Aug-2017 Kc29,110,308 Kc27,983,361 7.3876 % 7.7418 %29-Aug-2017 Kc29,179,308 Kc28,052,361 7.4059 % 7.7618 %19-Sep-2017 Kc29,269,308 Kc28,142,361 7.4296 % 7.7879 %01-Oct-2017 Kc30,542,508 Kc29,415,561 7.7657 % 8.1578 %01-Nov-2017 Kc30,897,708 Kc29,770,761 7.8595 % 8.2613 %01-Dec-2017 Kc33,076,908 Kc31,949,961 8.4348 % 8.8990 %10-Dec-2017 Kc33,218,508 Kc32,091,561 8.4722 % 8.9406 %01-Jan-2018 Kc32,657,412 Kc31,530,465 8.3241 % 8.7759 %01-Feb-2018 Kc32,754,012 Kc31,627,065 8.3496 % 8.8042 %01-Mar-2018 Kc34,122,108 Kc32,995,161 8.7108 % 9.2065 %
Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 07 August 2015Valuation Date 30 June 2015
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 07 August 2015Valuation Date 30 June 2015
01-May-2018 Kc34,225,548 Kc33,098,601 8.7381 % 9.2370 %01-Jan-2019 Kc33,664,452 Kc32,537,505 8.5899 % 9.0717 %01-Mar-2019 Kc34,225,548 Kc33,098,601 8.7381 % 9.2370 %15-Mar-2019 Kc32,365,548 Kc31,238,601 8.2470 % 8.6903 %01-Apr-2019 Kc28,842,876 Kc27,715,929 7.3170 % 7.6643 %01-Jun-2019 Kc28,704,648 Kc27,577,701 7.2806 % 7.6243 %01-Jul-2019 Kc27,275,076 Kc26,148,129 6.9031 % 7.2116 %01-Aug-2019 Kc26,954,784 Kc25,827,837 6.8186 % 7.1194 %30-Sep-2019 Kc30,224,784 Kc29,097,837 7.6819 % 8.0653 %01-Oct-2019 Kc28,102,632 Kc26,975,685 7.1216 % 7.4503 %15-Dec-2019 Kc29,942,232 Kc28,815,285 7.6073 % 7.9832 %01-Jan-2020 Kc32,636,232 Kc31,509,285 8.3185 % 8.7696 %01-Mar-2020 Kc32,759,832 Kc31,632,885 8.3511 % 8.8059 %01-Apr-2020 Kc35,570,232 Kc34,443,285 9.0931 % 9.6343 %01-May-2020 Kc35,831,832 Kc34,704,885 9.1621 % 9.7118 %01-Jul-2020 Kc37,748,232 Kc36,621,285 9.6681 % 10.2817 %01-Aug-2021 Kc36,614,028 Kc35,487,081 9.3686 % 9.9440 %01-May-2022 Kc37,808,028 Kc36,681,081 9.6839 % 10.2996 %19-Dec-2022 Kc35,686,224 Kc34,559,277 9.1237 % 9.6687 %20-Mar-2023 Kc35,672,568 Kc34,545,621 9.1201 % 9.6646 %19-Jun-2023 Kc37,642,968 Kc36,516,021 9.6403 % 10.2503 %12-Nov-2023 Kc37,564,908 Kc36,437,961 9.6197 % 10.2271 %01-Sep-2025 Kc34,264,908 Kc33,137,961 8.7485 % 9.2486 %01-Jun-2026 Kc37,564,908 Kc36,437,961 9.6197 % 10.2271 %
Yields based on Kc378,785,902
Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079 Page 2Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079 Page 2
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
07 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
07 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldA
DE
CC
O s
pol.s
r.o.
NA
31-D
ec-2
015
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c624
,852
Kc6
24,8
52K
c600
,000
Kc6
,078
,902
AK
OR
D S
ER
VIC
ES
s.r.
o.N
A12
-Apr
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc6
,000
Kc6
,000
Kc6
,000
Kc6
4,66
7A
KO
RD
spo
l. s
r.o.
NA
31-M
ay-2
019
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c138
,228
Kc1
38,2
28K
c123
,600
Kc1
,317
,419
Bes
tlook
trade
s.r.
o.N
A08
-Sep
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
01,1
84K
c101
,184
Kc1
03,4
40K
c1,0
31,5
33B
ogno
s.r.
o.N
A31
-Dec
-201
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc7
6,56
0K
c76,
560
Kc7
9,32
0K
c800
,782
Boh
áèov
á Ja
rmila
NA
31-J
ul-2
017
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c104
,880
Kc1
04,8
80K
c103
,440
Kc1
,057
,401
CIT
YLA
B s
pol.
s r.o
.N
A31
-Aug
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
42,9
56K
c142
,956
Kc1
42,8
00K
c1,4
38,6
25C
yber
Fox
, s.r.
o.N
A31
-May
-201
7G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc7
27,7
28K
c727
,728
Kc7
38,0
00K
c7,5
01,7
38E
PS
- E
hrha
rdt +
Par
tner
Sol
NA
31-M
ay-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c422
,220
Kc4
22,2
20K
c426
,000
Kc4
,314
,520
Eco
Pow
er E
nerg
y s.
r.o.
NA
31-D
ec-2
015
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c141
,396
Kc1
41,3
96K
c141
,600
Kc1
,431
,762
Eur
opea
n M
ultiM
edia
Com
mN
A31
-Oct
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
8,07
2K
c18,
072
Kc1
8,07
2K
c194
,776
Evr
opsk
á ro
zvoj
ová
agen
tura
NA
31-D
ec-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c128
,976
Kc1
28,9
76K
c172
,800
Kc1
,697
,698
Exp
ensa
, a.s
.N
A31
-Dec
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc6
43,2
72K
c643
,272
Kc7
21,2
00K
c7,2
27,2
28Fa
ctor
y P
ro P
ragu
e, a
.s.
NA
18-D
ec-2
022
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c2,1
21,8
04K
c2,1
21,8
04K
c1,9
70,4
00K
c21,
549,
672
Fina
dvic
e s.
r.o.
NA
31-M
ar-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c463
,248
Kc4
63,2
48K
c462
,000
Kc4
,679
,166
Fini
n gr
oup
s.r.o
.N
A15
-Mar
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc3
39,2
40K
c339
,240
Kc3
48,0
00K
c3,5
17,1
97Fr
ankl
in R
ealit
y, s
.r.o.
NA
30-J
un-2
019
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c1,4
29,5
72K
c1,4
29,5
72K
c2,8
10,4
00K
c24,
427,
152
Glo
bal e
Pro
cure
s.r.
o.N
A28
-Feb
-201
7G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc2
,045
,556
Kc2
,045
,556
Kc2
,179
,200
Kc2
1,97
5,25
2H
AB
AR
, spo
l. s
r.o.
NA
31-O
ct-2
015
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c68,
976
Kc6
8,97
6K
c69,
000
Kc6
97,0
55H
ighg
arde
n co
mpa
ny s
.r.o.
NA
31-M
ar-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c59,
616
Kc5
9,61
6K
c55,
200
Kc5
62,0
47H
lavn
í mìs
to P
raha
NA
31-D
ec-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c7,0
08K
c7,0
08K
c7,0
08K
c75,
531
Hra
dèan
ská
léká
rens
ká s
pol
NA
19-M
ar-2
023
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c769
,656
Kc7
69,6
56K
c756
,000
Kc8
,221
,678
JOB
LE
AD
ER
CZE
CH
s.r.
o.N
A31
-Dec
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc3
86,2
20K
c386
,220
Kc3
79,2
00K
c3,8
64,7
87JO
RE
X, s
pol.
s r.o
.N
A31
-Jul
-201
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
22,3
04K
c122
,304
Kc7
5,84
0K
c768
,863
JUD
r. E
va K
rejc
arov
áN
A31
-Jan
-201
7G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc3
49,2
72K
c349
,272
Kc3
55,2
00K
c3,5
77,9
38JU
Dr.
Lenk
a S
mol
íkov
á, L
L.N
A28
-Nov
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc6
8,97
6K
c68,
976
Kc6
9,00
0K
c701
,162
Japo
nská
kom
ora
prùm
yslu
aN
A31
-Jul
-201
9G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc3
20,2
92K
c320
,292
Kc2
61,6
00K
c2,8
85,1
29LE
GA
NS
A s
.r.o.
NA
30-S
ep-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c120
,000
Kc1
20,0
00K
c120
,000
Kc1
,267
,823
Laim
a s.
r.o.
NA
09-M
ar-2
017
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c147
,396
Kc1
47,3
96K
c141
,600
Kc1
,449
,704
Lead
sor L
imite
dN
A30
-Apr
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc3
89,7
00K
c389
,700
Kc2
55,6
00K
c2,6
92,6
57Le
nka
Sm
ržov
á (A
dLab
)N
A01
-Jun
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc8
9,67
6K
c89,
676
Kc8
9,64
0K
c908
,588
MA
TEJ
KO
ZA M
gr.
NA
31-J
ul-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c98,
484
Kc9
8,48
4K
c103
,440
Kc1
,044
,440
NÌM
EC
PO
LÁK
, spo
l. s
r.o.
NA
31-O
ct-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c1,5
90,1
32K
c1,5
90,1
32K
c1,6
52,4
00K
c16,
589,
291
Opt
ima
Bus
ines
s B
roke
rs s
.r.N
A30
-Apr
-201
7G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc9
8,32
8K
c98,
328
Kc9
6,60
0K
c986
,592
Osc
ar T
ango
Pap
a LL
CN
A31
-Oct
-201
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
79,3
16K
c179
,316
Kc1
78,8
00K
c1,8
06,4
65P
RO
PLU
SC
O C
Z s.
r.o.
NA
31-M
ay-2
017
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c81,
852
Kc8
1,85
2K
c69,
000
Kc7
24,7
77P
ravd
a M
icha
l, M
gr. I
ng.,
adv
NA
31-M
ay-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c79,
320
Kc7
9,32
0K
c79,
320
Kc8
03,9
46R
iver
Sid
e S
choo
l N
A31
-Aug
-202
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc0
Kc0
Kc3
,300
,000
Kc3
4,07
1,60
0S
enju
Met
al E
urop
e G
mbH
NA
28-F
eb-2
016
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c426
,816
Kc4
26,8
16K
c426
,000
Kc4
,312
,096
Stru
ctur
al V
acan
cyN
A29
-Dec
-202
0G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc0
Kc0
Kc0
Kc0
Stø
edis
ko lé
kaøs
ké p
éèe
spN
A31
-Jul
-202
1G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
,138
,764
Kc1
,138
,764
Kc1
,194
,000
Kc1
1,80
7,74
1T-
Mob
ile C
zech
Rep
ublic
a.s
.N
A31
-Dec
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
49,0
76K
c149
,076
Kc1
49,0
76K
c1,6
06,7
08T-
Mob
ile C
zech
Rep
ublic
a.s
.N
A31
-May
-202
4G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
28,5
92K
c128
,592
Kc1
28,5
92K
c1,3
85,9
36Ta
piko
, s.r.
o.N
A30
-Sep
-201
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
11,4
92K
c111
,492
Kc1
41,6
00K
c1,4
22,5
74Te
sco
Sto
res
ÈR
a.s
.N
A11
-Nov
-202
3G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
,921
,260
Kc1
,921
,260
Kc1
,843
,200
Kc2
0,31
1,17
1U
NIC
A, s
pol.
s r.o
.N
A31
-Aug
-201
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc4
63,7
04K
c463
,704
Kc3
96,0
00K
c4,0
07,5
67U
NIC
AP
lasm
a s.
r.o.
NA
31-M
ar-2
019
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c3,5
22,6
72K
c3,5
22,6
72K
c2,6
94,0
00K
c30,
224,
024
Por
tfolio
: Orc
o Ju
ne 2
015
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 3
Por
tfolio
: Orc
o Ju
ne 2
015
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 3
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
07 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
07 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
UN
ICA
Pla
sma
s.r.o
.N
A31
-Aug
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc6
0,34
8K
c60,
348
Kc6
8,28
0K
c684
,517
VA
CA
NT
NA
29-D
ec-2
018
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c0K
c0K
c3,2
70,0
00K
c26,
232,
569
Ver
otel
IT S
ervi
ces
s.r.o
.N
A30
-Sep
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc7
98,9
12K
c798
,912
Kc7
33,2
00K
c7,5
19,1
19V
ladi
mír
Felk
lN
A18
-Dec
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc7
4,52
0K
c74,
520
Kc9
0,00
0K
c894
,370
YIT
Sta
voN
A31
-Oct
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc3
,099
,396
Kc3
,099
,396
Kc2
,742
,000
Kc2
8,28
5,47
0df
g.FA
SH
ION
s.r.
o.N
A31
-Dec
-201
5G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
00,9
92K
c100
,992
Kc1
03,4
40K
c1,0
44,8
31dm
dro
gerie
mar
kt s
.r.o.
NA
30-S
ep-2
019
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c2,1
22,1
52K
c2,1
22,1
52K
c1,9
16,4
00K
c20,
431,
837
nexu
m T
rilog
a.s
.N
A31
-Jul
-201
6G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc4
48,6
68K
c448
,668
Kc5
68,8
00K
c5,6
50,9
86È
eská
spo
øite
lna,
a.s
.N
A14
-Mar
-201
9G
ener
alH
ardc
ore
9.00
0%9.
000%
Kc1
,860
,000
Kc1
,860
,000
Kc1
,839
,600
Kc1
8,95
8,82
5È
eská
tele
kom
unik
aèní
infra
NA
31-D
ec-2
020
Gen
eral
Har
dcor
e9.
000%
9.00
0%K
c0K
c0K
c0K
c0To
tal
Kc3
1,12
9,63
2K
c31,
129,
632
Kc3
7,56
4,90
8K
c378
,785
,901
Por
tfolio
: Orc
o Ju
ne 2
015
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 4
Palác Archa Praha
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 07 August 2015Valuation Date 30 June 2015
Property
Address ORNP_Na Porici,24-26,No Porici,Prague,110 00File/Ref No C 118
Gross Valuation Kc1,117,255,358Capital Costs -Kc33,248,169Net Value Before Fees Kc1,084,007,189
Less Acquisition Fee @0.00% of Net Value Kc0
Net Valuation Kc1,084,007,189Say Kc1,084,000,000
Equivalent Yield 7.3608% True Equivalent Yield 7.6963%Initial Yield (Deemed) 7.0876% Initial Yield (Contracted) 7.0876%Reversion Yield 7.8523%
Total Contracted Rent Kc80,977,368 Total Current Rent Kc80,977,368Total Rental Value Kc89,520,192 No. Tenants 41Capital value per m² Kc49,235.31
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 Kc80,977,368 Kc79,186,964 7.0876 % 7.4131 %01-Jul-2015 Kc80,045,544 Kc78,255,140 7.0042 % 7.3219 %01-Aug-2015 Kc80,882,688 Kc79,092,284 7.0792 % 7.4038 %01-Sep-2015 Kc81,498,252 Kc79,707,848 7.1343 % 7.4641 %01-Oct-2015 Kc80,517,036 Kc78,726,632 7.0464 % 7.3680 %01-Nov-2015 Kc79,372,920 Kc77,582,516 6.9440 % 7.2562 %16-Nov-2015 Kc80,460,072 Kc78,669,668 7.0413 % 7.3625 %30-Dec-2015 Kc89,053,272 Kc87,262,868 7.8105 % 8.2072 %01-Jan-2016 Kc90,593,460 Kc88,803,056 7.9483 % 8.3594 %01-Feb-2016 Kc88,784,736 Kc86,994,332 7.7864 % 8.1806 %01-Mar-2016 Kc89,882,808 Kc88,092,404 7.8847 % 8.2891 %31-Mar-2016 Kc87,897,876 Kc86,107,472 7.7071 % 8.0931 %01-Jun-2016 Kc86,620,128 Kc84,829,724 7.5927 % 7.9671 %01-Jul-2016 Kc84,528,852 Kc82,738,448 7.4055 % 7.7614 %01-Aug-2016 Kc85,437,996 Kc83,647,592 7.4869 % 7.8508 %01-Sep-2016 Kc83,908,044 Kc82,117,640 7.3499 % 7.7004 %01-Oct-2016 Kc83,836,044 Kc82,045,640 7.3435 % 7.6933 %01-Nov-2016 Kc82,691,928 Kc80,901,524 7.2411 % 7.5811 %30-Nov-2016 Kc84,046,728 Kc82,256,324 7.3624 % 7.7140 %31-Dec-2016 Kc82,902,600 Kc81,112,196 7.2600 % 7.6017 %01-Jan-2017 Kc81,010,044 Kc79,219,640 7.0906 % 7.4163 %01-Mar-2017 Kc82,058,844 Kc80,268,440 7.1844 % 7.5190 %01-Apr-2017 Kc83,880,636 Kc82,090,232 7.3475 % 7.6977 %01-May-2017 Kc79,683,924 Kc77,893,520 6.9719 % 7.2866 %31-May-2017 Kc81,422,724 Kc79,632,320 7.1275 % 7.4567 %30-Jun-2017 Kc80,311,176 Kc78,520,772 7.0280 % 7.3479 %01-Aug-2017 Kc80,419,176 Kc78,628,772 7.0377 % 7.3585 %01-Sep-2017 Kc81,398,376 Kc79,607,972 7.1253 % 7.4543 %01-Nov-2017 Kc83,349,576 Kc81,559,172 7.3000 % 7.6456 %30-Nov-2017 Kc84,704,376 Kc82,913,972 7.4212 % 7.7786 %01-Dec-2017 Kc84,785,976 Kc82,995,572 7.4285 % 7.7867 %31-Dec-2017 Kc79,123,044 Kc77,332,640 6.9217 % 7.2318 %01-Feb-2018 Kc78,997,044 Kc77,206,640 6.9104 % 7.2195 %01-Mar-2018 Kc83,342,244 Kc81,551,840 7.2993 % 7.6449 %28-Mar-2018 Kc62,236,716 Kc60,446,312 5.4103 % 5.5983 %30-Jun-2018 Kc60,881,916 Kc59,091,512 5.2890 % 5.4686 %01-Jul-2018 Kc64,597,116 Kc62,806,712 5.6215 % 5.8247 %30-Aug-2018 Kc65,740,716 Kc63,950,312 5.7239 % 5.9347 %01-Oct-2018 Kc44,438,316 Kc42,647,912 3.8172 % 3.9100 %01-Jan-2019 Kc44,333,700 Kc42,543,296 3.8078 % 3.9002 %01-Mar-2019 Kc49,258,500 Kc47,468,096 4.2486 % 4.3639 %01-Apr-2019 Kc49,882,500 Kc48,092,096 4.3045 % 4.4228 %28-May-2019 Kc66,430,500 Kc64,640,096 5.7856 % 6.0010 %01-Jun-2019 Kc66,478,500 Kc64,688,096 5.7899 % 6.0057 %
Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 07 August 2015Valuation Date 30 June 2015
REPORT Summary Valuation DTZ Central and Eastern Europe BV
Report Date 07 August 2015Valuation Date 30 June 2015
05-Jul-2019 Kc65,357,148 Kc63,566,744 5.6895 % 5.8978 %19-Aug-2019 Kc63,268,296 Kc61,477,892 5.5026 % 5.6972 %01-Oct-2019 Kc60,968,460 Kc59,178,056 5.2967 % 5.4768 %01-Dec-2019 Kc83,284,860 Kc81,494,456 7.2942 % 7.6392 %19-Jul-2020 Kc84,255,660 Kc82,465,256 7.3811 % 7.7345 %05-Sep-2020 Kc85,408,860 Kc83,618,456 7.4843 % 7.8479 %19-Oct-2020 Kc86,220,060 Kc84,429,656 7.5569 % 7.9277 %01-Dec-2020 Kc88,489,260 Kc86,698,856 7.7600 % 8.1515 %30-Dec-2020 Kc79,896,060 Kc78,105,656 6.9909 % 7.3073 %01-Jan-2021 Kc77,340,780 Kc75,550,376 6.7621 % 7.0579 %30-Jun-2021 Kc75,985,980 Kc74,195,576 6.6409 % 6.9259 %01-Oct-2021 Kc78,388,380 Kc76,597,976 6.8559 % 7.1601 %30-Nov-2021 Kc86,981,580 Kc85,191,176 7.6250 % 8.0028 %26-Jun-2022 Kc85,919,784 Kc84,129,380 7.5300 % 7.8982 %30-Aug-2022 Kc87,274,584 Kc85,484,180 7.6513 % 8.0316 %01-Jan-2023 Kc84,843,588 Kc83,053,184 7.4337 % 7.7923 %26-Mar-2023 Kc85,886,388 Kc84,095,984 7.5270 % 7.8949 %01-Aug-2023 Kc84,553,644 Kc82,763,240 7.4077 % 7.7638 %30-Aug-2023 Kc85,908,444 Kc84,118,040 7.5290 % 7.8971 %01-Jan-2024 Kc82,725,792 Kc80,935,388 7.2441 % 7.5844 %01-Mar-2024 Kc83,649,792 Kc81,859,388 7.3268 % 7.6750 %01-Aug-2024 Kc85,706,592 Kc83,916,188 7.5109 % 7.8772 %01-Jun-2025 Kc89,520,192 Kc87,729,788 7.8523 % 8.2533 %
Yields based on Kc1,117,255,358
Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079 Page 2Portfolio: Orco June 2015ARGUS Valuation - Capitalisation 2.50.079 Page 2
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
07 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ C
entr
al a
nd E
aste
rn E
urop
e B
V
Rep
ort D
ate
07 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldA
B fa
cilit
y, a
.s.
NA
31-A
ug-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,098
,072
Kc1
,098
,072
Kc1
,063
,200
Kc1
3,26
5,52
5A
m R
est C
offe
e s.
r.o.
NA
31-D
ec-2
020
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc2
,159
,208
Kc2
,159
,208
Kc2
,402
,400
Kc3
1,80
5,41
8A
rcha
Pro
jekt
, s.r.
o.N
A31
-Dec
-202
2O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c1,0
85,8
32K
c1,0
85,8
32K
c924
,000
Kc1
2,68
9,94
3A
rcha
Pro
jekt
, s.r.
o. (G
EN
ET
NA
31-D
ec-2
017
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc5
,662
,932
Kc5
,662
,932
Kc4
,924
,800
Kc6
3,73
5,15
0A
rcha
Pro
jekt
, s.r.
o. (G
EN
ET
NA
31-J
an-2
018
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc7
32,0
36K
c732
,036
Kc6
24,0
00K
c7,0
70,8
27A
rcha
Pro
jekt
, s.r.
o. (G
EN
ET
NA
30-J
un-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
26,0
00K
c126
,000
Kc2
04,0
00K
c2,4
78,7
38B
OH
EM
IA E
NE
RG
Y e
ntity
s.
NA
30-S
ep-2
018
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc2
0,40
0,04
8K
c20,
400,
048
Kc2
1,33
6,00
0K
c267
,397
,795
BO
HE
MIA
EN
ER
GY
ent
ity s
.N
A30
-Jun
-201
6O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c274
,632
Kc2
74,6
32K
c285
,600
Kc3
,562
,290
BO
NTO
NFI
LM a
.s.
NA
30-S
ep-2
019
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc2
,299
,836
Kc2
,299
,836
Kc2
,269
,200
Kc2
8,95
9,62
8B
ON
TON
FILM
a.s
.N
A30
-Sep
-201
6O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c72,
000
Kc7
2,00
0K
c81,
600
Kc1
,011
,045
Ber
litz
Ces
ka re
publ
ika,
spo
l.N
A31
-Aug
-201
6O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c938
,484
Kc9
38,4
84K
c888
,000
Kc1
1,17
3,26
3B
erlit
z C
eska
repu
blik
a, s
pol.
NA
31-A
ug-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
5,14
4K
c15,
144
Kc1
0,80
0K
c150
,695
Boh
emia
Ene
rgy
- exp
ansi
onN
A30
-Sep
-201
8O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c0K
c0K
c980
,400
Kc1
2,18
6,26
9C
BE
Dev
elop
men
t, a.
s.N
A30
-Jun
-201
7O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c1,1
16,0
00K
c1,1
16,0
00K
c1,1
43,6
00K
c14,
167,
374
CB
E D
evel
opm
ent,
a.s.
NA
30-J
un-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc4
8,00
0K
c48,
000
Kc1
63,2
00K
c1,9
33,5
09C
SO
B, a
.s. -
par
king
NA
30-J
un-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc7
2,33
6K
c72,
336
Kc8
1,60
0K
c1,0
12,0
52C
esko
slov
ensk
á ob
chod
ní b
aN
A27
-Mar
-201
8O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c21,
105,
528
Kc2
1,10
5,52
8K
c16,
548,
000
Kc2
19,8
59,4
88D
HA
BA
s.r.
o.N
A31
-Dec
-202
2O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c1,3
43,8
44K
c1,3
43,8
44K
c1,3
68,0
00K
c17,
601,
137
DM
Dro
gerie
mar
kt s
.r.o.
NA
31-D
ec-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,499
,988
Kc1
,499
,988
Kc1
,609
,200
Kc2
0,03
5,39
6D
ivad
lo A
rcha
, o.p
.s.
NA
31-D
ec-2
023
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc4
,550
,652
Kc4
,550
,652
Kc3
,813
,600
Kc5
3,37
1,07
8D
unov
ská
& p
artn
eri
NA
31-M
ar-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc9
92,4
72K
c992
,472
Kc1
,738
,800
Kc2
1,89
1,04
2Fl
exi O
ffice
s.r.
o.N
A30
-Apr
-201
7O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c4,1
96,7
12K
c4,1
96,7
12K
c3,7
15,2
00K
c47,
485,
468
Flex
i Offi
ce s
.r.o.
NA
30-J
un-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
04,6
16K
c104
,616
Kc1
63,2
00K
c1,9
86,5
66G
olde
n P
ig P
ragu
e s.
r.o.
NA
18-A
ug-2
019
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,179
,708
Kc1
,179
,708
Kc9
70,8
00K
c13,
223,
832
Gol
den
Pig
Pra
gue
s.r.o
.N
A18
-Aug
-201
9O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c908
,028
Kc9
08,0
28K
c811
,200
Kc1
0,50
6,81
8Ji
tka
Long
inov
áN
A31
-May
-201
6O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c107
,940
Kc1
07,9
40K
c108
,000
Kc1
,350
,303
Oth
erN
A31
-Dec
-201
8O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c52,
176
Kc5
2,17
6K
c48,
000
Kc7
86,7
77R
olan
d B
erge
r - p
arki
ngN
A30
-Jun
-201
6O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c45,
600
Kc4
5,60
0K
c40,
800
Kc5
14,8
42R
olan
d B
erge
r Stra
tegy
Con
sN
A31
-Dec
-201
6O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c2,2
88,2
44K
c2,2
88,2
44K
c2,7
36,0
00K
c33,
359,
616
Sta
tistra
de, s
.r.o.
NA
25-J
un-2
022
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,061
,796
Kc1
,061
,796
Kc1
,042
,800
Kc1
3,74
6,18
1S
ubw
ay V
erm
ietu
ngs
- und
SN
A31
-Jul
-202
3O
ccup
ied
Har
dcor
e7.
250%
7.25
0%K
c1,3
32,7
44K
c1,3
32,7
44K
c2,0
56,8
00K
c22,
396,
209
T-M
obile
NA
31-D
ec-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
41,7
92K
c141
,792
Kc1
41,7
92K
c1,8
86,1
05TC
CM
s.r.
o.
NA
31-M
ay-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,169
,808
Kc1
,169
,808
Kc1
,048
,800
Kc1
3,58
7,34
3Th
omas
Lloy
d C
lean
tech
Infra
NA
31-J
an-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,423
,032
Kc1
,423
,032
Kc1
,430
,400
Kc1
7,09
9,77
6V
AC
AN
T (O
rco
Pra
gue
a.s.
)N
A29
-Dec
-202
0V
acan
tH
ardc
ore
8.25
0%8.
250%
Kc0
Kc0
Kc8
,593
,200
Kc9
3,30
8,35
8V
acan
t 1N
A29
-Jun
-202
1V
acan
tH
ardc
ore
8.25
0%8.
250%
Kc0
Kc0
Kc1
,354
,800
Kc1
3,44
7,37
0V
acan
t 2N
A29
-Jun
-202
2V
acan
tH
ardc
ore
8.25
0%8.
250%
Kc0
Kc0
Kc1
,354
,800
Kc8
,879
,562
Vac
ant S
truct
ural
NA
30-J
un-2
113
Vac
ant
Har
dcor
e8.
250%
8.25
0%K
c0K
c0K
c0K
c0V
odaf
one
NA
31-D
ec-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc2
50,7
76K
c250
,776
Kc2
49,6
00K
c3,3
21,7
78V
ýzku
mný
a v
ývoj
ový
ústa
v d
NA
30-J
un-2
016
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc0
Kc0
Kc4
0,80
0K
c472
,132
Wes
tern
Dig
ital (
UK
) Lim
ited
NA
04-J
ul-2
019
Occ
upie
dH
ardc
ore
7.25
0%7.
250%
Kc1
,121
,352
Kc1
,121
,352
Kc1
,153
,200
Kc1
4,53
8,66
1To
tal
Kc8
0,97
7,36
8K
c80,
977,
368
Kc8
9,52
0,19
2K
c1,1
17,2
55,3
58
Por
tfolio
: Orc
o Ju
ne 2
015
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 3
V188 Offices
REPORT Summary Valuation DTZ Hungary
Report Date 05 August 2015Valuation Date 30 June 2015
Property
Address Vaci 188,188,Váci út,XIII,BudapestFile/Ref No
Gross Valuation €8,093,180Capital Costs -€1,311,835Net Value Before Fees €6,781,345
Less Stamp Duty @0.00% of Net Value €0
Net Valuation €6,781,345Say €6,800,000
Equivalent Yield 11.4825% True Equivalent Yield 12.1947%Initial Yield (Deemed) -3.0481% Initial Yield (Contracted) -3.0481%Reversion Yield 14.4272%
Total Contracted Rent €82,128 Total Current Rent €82,128Total Rental Value €1,203,732 No. Tenants 4Capital value per m² €490.02
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 €82,128 -€246,688 -3.0481 % -3.1071 %30-Sep-2016 €1,118,568 €1,082,456 13.3749 % 14.5724 %01-Jan-2019 €1,114,476 €1,078,364 13.3244 % 14.5124 %01-Jul-2019 €1,118,568 €1,082,456 13.3749 % 14.5724 %01-Sep-2020 €1,040,532 €1,004,420 12.4107 % 13.4365 %01-Mar-2021 €1,203,732 €1,167,620 14.4272 % 15.8282 %30-Sep-2021 €167,292 €131,180 1.6209 % 1.6374 %30-Mar-2022 €1,203,732 €1,167,620 14.4272 % 15.8282 %
Yields based on €8,093,180
ARGUS Valuation - Capitalisation 2.50.079ARGUS Valuation - Capitalisation 2.50.079
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ H
unga
ry
Rep
ort D
ate
05 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ H
unga
ry
Rep
ort D
ate
05 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldD
oCom
p V
188
Kft.
NA
31-A
ug-2
020
Leas
edH
ardc
ore
9.00
0%€7
8,03
6€7
8,03
6€1
63,2
00€1
,369
,921
Mag
yar T
elek
omN
A31
-Dec
-201
8Le
ased
Har
dcor
e9.
000%
€4,0
92€4
,092
€4,0
92€4
2,68
5V
acan
tN
A29
-Sep
-202
1V
acan
tH
ardc
ore
12.0
00€0
€0€1
,000
,800
€6,4
59,3
72V
acan
t res
taur
ant
NA
29-S
ep-2
021
Vac
ant
Har
dcor
e12
.000
€0€0
€35,
640
€221
,202
Tota
l€8
2,12
8€8
2,12
8€1
,203
,732
€8,0
93,1
80
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 2
V190 Offices
APPRAISAL SUMMARY DTZ Summary Appraisal for Phase 1 Office refurbishment
Currency in €
REVENUE
Rental Area Summary Initial Net Rent Initial Net MRV Units m² Rate m² MRV/Unit at Sale MRV at Sale
Office 1 14,406.65 11.00 1,901,678 1,863,644 1,901,678 1,863,644 Parking 150 4,622.00 2.27 840 123,480 126,000 123,480 Storage 1 785.16 6.00 56,532 55,401 56,532 55,401 Totals 152 19,813.81 2,042,525 2,084,209 2,042,525
Investment Valuation Office Current Rent 1,863,644 YP @ 8.5000% 11.7647 21,925,226 Parking Current Rent 123,480 YP @ 8.5000% 11.7647 1,452,706 Storage Current Rent 55,401 YP @ 8.5000% 11.7647 651,775
24,029,707
NET REALISATION 24,029,707
OUTLAY
ACQUISITION COSTS Residualised Price 1,407,611 Stamp Duty 4.00% 56,304 Agent Fee 1.00% 14,076 Legal Fee 0.50% 7,038
1,485,030 CONSTRUCTION COSTS Construction m² Rate m² Cost
Office 16,949.00 m² 750.00 pm² 12,711,750 Parking 4,622.00 m² 300.00 pm² 1,386,600 Totals 22,356.16 m² 14,098,350 14,098,350
Contingency 5.00% 704,918 Demolition 100,000
804,918
PROFESSIONAL FEES Architect 10.00% 1,409,835
1,409,835 MARKETING & LETTING
Letting Agent Fee 10.00% 204,253 204,253
DISPOSAL FEES Sales Agent Fee 1.00% 240,297 Sales Legal Fee 0.50% 120,149
360,446 FINANCE
Debit Rate 7.500% Credit Rate 0.000% (Nominal) Land 259,471 Construction 692,729 Letting Void 709,729 Total Finance Cost 1,661,929
TOTAL COSTS 20,024,760
PROFIT 4,004,948
Performance Measures Profit on Cost% 20.00% Profit on GDV% 16.67% Profit on NDV% 16.67% Development Yield% (on Rent) 10.20% Equivalent Yield% (Nominal) 8.50% Equivalent Yield% (True) 8.97%
IRR 23.59%
Rent Cover 1 yr 12 mths Profit Erosion (finance rate 7.500%) 2 yrs 5 mths
ARGUS Developer Version: 6.00.002 Date: 05/08/2015
Le Capellen Office Building
REPORT Summary Valuation Debenham Tie Leung
Report Date 06 August 2015Valuation Date 30 June 2015
Property
Address Capellen Office Bldg File/Ref No
Gross Valuation €23,575,913Capital Costs €0Net Value Before Fees €23,575,913
Less Stamp Duty @7.50% of Net Value -€1,644,831 Legal Fee @0.00% of Net Value €0
Net Valuation €21,931,082Say €21,930,000
Equivalent Yield 8.0000% True Equivalent Yield 8.4004%Initial Yield (Deemed) 7.6303% Initial Yield (Contracted) 7.6303%Reversion Yield 8.4926%
Total Contracted Rent €1,832,041 Total Current Rent €1,832,041Total Rental Value €2,002,200 No. Tenants 7Capital value per m² €2,850.27
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 €1,832,041 €1,798,922 7.6303 % 8.0086 %01-Feb-2016 €1,729,273 €1,696,154 7.1944 % 7.5299 %01-Apr-2016 €1,729,273 €1,607,955 6.8203 % 7.1213 %01-May-2016 €1,600,914 €1,479,596 6.2759 % 6.5300 %01-Aug-2016 €1,702,614 €1,581,296 6.7073 % 6.9981 %30-Sep-2016 €1,702,614 €1,614,415 6.8477 % 7.1511 %01-Nov-2016 €1,827,514 €1,739,315 7.3775 % 7.7306 %30-Dec-2016 €1,983,014 €1,894,815 8.0371 % 8.4576 %01-Jul-2017 €1,846,527 €1,758,328 7.4582 % 7.8192 %01-Jan-2018 €1,980,727 €1,892,528 8.0274 % 8.4469 %01-Apr-2020 €1,980,727 €1,898,414 8.0523 % 8.4745 %01-Apr-2022 €1,980,727 €1,980,727 8.4015 % 8.8619 %01-Jul-2022 €1,333,204 €1,333,204 5.6549 % 5.8606 %01-Sep-2022 €1,287,731 €1,287,731 5.4621 % 5.6537 %01-Jan-2023 €1,808,931 €1,808,931 7.6728 % 8.0553 %01-Mar-2023 €1,855,631 €1,855,631 7.8709 % 8.2738 %01-Apr-2025 €1,084,200 €1,084,200 4.5988 % 4.7340 %01-Oct-2025 €2,002,200 €2,002,200 8.4926 % 8.9632 %
Yields based on €23,575,913
ARGUS Valuation - Capitalisation 2.50.079ARGUS Valuation - Capitalisation 2.50.079
REP
OR
TSu
mm
ary
Valu
atio
nD
eben
ham
Tie
Leu
ng
Rep
ort D
ate
06 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
eben
ham
Tie
Leu
ng
Rep
ort D
ate
06 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldB
ull
NA
30-A
pr-2
016
Cap
elle
n Ju
ne 2
0H
ardc
ore
8.00
0%€1
28,3
59€1
28,3
59€1
24,9
00€1
,508
,689
NG
R C
onsu
lting
NA
31-J
an-2
016
Cap
elle
n Ju
ne 2
0H
ardc
ore
8.00
0%€1
02,7
68€1
02,7
68€1
01,7
00€1
,225
,978
Fina
dmin
NA
31-M
ar-2
025
Cap
elle
n Ju
ne 2
0H
ardc
ore
8.00
0%€7
71,4
31€7
71,4
31€9
18,0
00€9
,925
,927
Aub
ayN
A30
-Jun
-201
7C
apel
len
June
20
Har
dcor
e8.
000%
€136
,487
€136
,487
€134
,200
€1,6
27,3
09C
atel
la B
ank
NA
30-J
un-2
022
Cap
elle
n Ju
ne 2
0H
ardc
ore
8.00
0%€6
47,5
23€6
47,5
23€5
21,2
00€7
,029
,593
Bite
sN
A31
-Aug
-202
2C
apel
len
June
20
Har
dcor
e8.
000%
€45,
473
€45,
473
€46,
700
€564
,559
Vac
ant
NA
29-S
ep-2
025
Cap
elle
n Ju
ne 2
0H
ardc
ore
8.00
0%€0
€0€1
55,5
00€1
,693
,858
Tota
l€1
,832
,041
€1,8
32,0
41€2
,002
,200
€23,
575,
913
ARG
US
Valu
atio
n - C
apita
lisat
ion
2.50
.079
Page
2
Diana Office property
REPORT Summary Valuation DTZ Debenham Tie Leung - Poland
Report Date 03 August 2015Valuation Date 30 June 2015
Property
Address Diana Office ,Chmielna,WarsawFile/Ref No
Gross Valuation €4,729,405Capital Costs €0Net Value Before Fees €4,729,405
Less Stamp Duty @0.00% of Net Value €0
Net Valuation €4,729,405Say €4,730,000
Equivalent Yield 6.7500% True Equivalent Yield 7.0368%Initial Yield (Deemed) 6.9025% Initial Yield (Contracted) 6.9025%Reversion Yield 7.0796%
Total Contracted Rent €326,448 Total Current Rent €326,448Total Rental Value €334,821 No. Tenants 1Capital value per m² €3,378.35
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 €326,448 €326,448 6.9025 % 7.2109 %14-Sep-2019 €163,224 €163,224 3.4513 % 3.5270 %14-Mar-2020 €326,448 €326,448 6.9025 % 7.2109 %15-Sep-2024 €0 €0 0.0000 % 0.0000 %15-May-2025 €334,821 €334,821 7.0796 % 7.4043 %
Yields based on €4,729,405
ARGUS Valuation - Capitalisation 2.50.079ARGUS Valuation - Capitalisation 2.50.079
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ D
eben
ham
Tie
Leu
ng -
Pola
nd
Rep
ort D
ate
03 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ D
eben
ham
Tie
Leu
ng -
Pola
nd
Rep
ort D
ate
03 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldG
oeth
e In
stitu
tN
A14
-Sep
-202
4O
ffice
par
tH
ardc
ore
6.75
0%6.
750%
€326
,448
€326
,448
€334
,821
€4,7
29,4
05To
tal
€326
,448
€326
,448
€334
,821
€4,7
29,4
05
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 2
Marki – Excess Land (development)
APP
RA
ISA
L SU
MM
AR
Y D
TZ D
EBEN
HA
M T
IE L
EUN
G -
POLA
ND
M
arki
dev
elop
men
t lan
d O
koln
a 45
Sum
mar
y A
ppra
isal
for P
hase
1
Cur
renc
y in
EU
R
REV
ENU
E
Ren
tal A
rea
Sum
mar
y In
itial
N
et R
ent
Initi
al
Net
MR
V U
nits
m
² R
ate
m²
MR
V/U
nit
at S
ale
MR
V a
t Sal
e W
areh
ouse
1
2
0,00
0.00
3
.50
840
,000
8
19,0
00
840
,000
8
19,0
00
Offi
ce
1
1,2
71.0
0 6
.00
91,
512
89,
224
91,
512
89,
224
Tot
als
2
21,
271.
00
908
,224
9
31,5
12
908
,224
Inve
stm
ent V
alua
tion
War
ehou
se
Mar
ket R
ent
819
,000
Y
P @
8
.500
0%
11.
7647
(0
yrs
5mth
s R
ent F
ree)
P
V 0
yrs
5mth
s @
8
.500
0%
0.9
666
9,3
13,2
78
Offi
ce
Cur
rent
Ren
t 8
9,22
4 Y
P @
8
.500
0%
11.
7647
1
,049
,696
1
0,36
2,97
5
NET
REA
LISA
TIO
N
10,
362,
975
OU
TLA
Y
AC
QU
ISIT
ION
CO
STS
Res
idua
lised
Pric
e (6
1,20
0.00
m²
18.7
5 pm
²)
1,1
47,2
98
Age
nt F
ee
1.0
0%
11,
473
Leg
al F
ee
0.2
5%
2,8
68
1,1
61,6
39
CO
NST
RU
CTI
ON
CO
STS
Con
stru
ctio
n m
² R
ate
m²
Cos
t W
areh
ouse
2
0,00
0.00
m²
275
.00
pm²
5,5
00,0
00
Offi
ce
1,2
71.0
0 m
² 2
75.0
0 pm
² 3
49,5
25
Tot
als
21,
271.
00 m
² 5
,849
,525
5
,849
,525
Con
tinge
ncy
5.0
0%
292
,476
D
emol
ition
1
00,0
00
Rec
lam
atio
n w
orks
9
50,0
00
1,3
42,4
76
AR
GU
S D
evel
oper
Ver
sion
: 6.0
0.00
2 D
ate:
12/
08/2
015
APP
RA
ISA
L SU
MM
AR
Y D
TZ D
EBEN
HA
M T
IE L
EUN
G -
POLA
ND
M
arki
dev
elop
men
t lan
d O
koln
a 45
PR
OFE
SSIO
NA
L FE
ES
Tot
al p
rofe
ssio
nal f
ees
3.0
0%
175
,486
1
75,4
86
MA
RK
ETIN
G &
LET
TIN
G
Let
ting
Age
nt F
ee
12.
50%
1
13,5
28
113
,528
D
ISPO
SAL
FEES
S
ales
Age
nt F
ee
0.7
5%
77,
722
Sal
es L
egal
Fee
0
.25%
2
5,90
7 1
03,6
30
FIN
AN
CE
Deb
it R
ate
4.30
0% C
redi
t Rat
e 0.
000%
(Effe
ctiv
e)
Lan
d 5
8,49
7 C
onst
ruct
ion
114
,425
L
ettin
g V
oid
92,
075
Tot
al F
inan
ce C
ost
264
,998
TO
TAL
CO
STS
9,0
11,2
82
PR
OFI
T 1
,351
,693
Per
form
ance
Mea
sure
s P
rofit
on
Cos
t%
15.
00%
P
rofit
on
GD
V%
1
3.04
%
Pro
fit o
n N
DV
%
13.
04%
D
evel
opm
ent Y
ield
% (o
n M
RV
) 1
0.08
%
Equ
ival
ent Y
ield
% (N
omin
al)
8.5
0%
Equ
ival
ent Y
ield
% (T
rue)
8
.97%
IRR
2
3.59
%
Ren
t Cov
er
1 y
r 6 m
ths
Pro
fit E
rosi
on (f
inan
ce ra
te 4
.300
%)
3 y
rs 3
mth
s
AR
GU
S D
evel
oper
Ver
sion
: 6.0
0.00
2 D
ate:
12/
08/2
015
Marki Industrial property
REPORT Summary Valuation DTZ Debenham Tie Leung - Poland
Report Date 12 August 2015Valuation Date 30 June 2015
Property
Address Marki - industrial disr. Orco ,MarkiFile/Ref No
Gross Valuation €2,421,237Capital Costs €0Net Value Before Fees €2,421,237
Less Stamp Duty @0.00% of Net Value €0
Net Valuation €2,421,237Say €2,420,000
Equivalent Yield 15.0000% True Equivalent Yield 16.1176%Initial Yield (Deemed) -10.5256% Initial Yield (Contracted) -10.5256%Reversion Yield 21.5119%
Total Contracted Rent €166,992 Total Current Rent €166,992Total Rental Value €548,267 No. Tenants 5Capital value per m² €68.75
Running Yields
Date Gross Rent Net Rent Annual Quarterly30-Jun-2015 €166,992 -€254,851 -10.5256 % -11.2563 %01-Jan-2016 €75,900 -€398,730 -16.4680 % -18.3133 %30-Mar-2016 €495,468 €360,907 14.9059 % 16.4052 %01-Oct-2016 €482,101 €340,589 14.0667 % 15.3961 %30-Mar-2017 €482,101 €393,035 16.2328 % 18.0236 %01-Jul-2017 €548,267 €504,766 20.8475 % 23.8751 %01-Oct-2017 €548,267 €512,583 21.1703 % 24.2979 %01-Jul-2018 €548,267 €520,854 21.5119 % 24.7472 %30-Mar-2019 €128,699 -€291,229 -12.0281 % -12.9897 %30-Dec-2019 €548,267 €468,408 19.3458 % 21.9319 %30-Dec-2020 €548,267 €520,854 21.5119 % 24.7472 %
Yields based on €2,421,237
ARGUS Valuation - Capitalisation 2.50.079ARGUS Valuation - Capitalisation 2.50.079
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ D
eben
ham
Tie
Leu
ng -
Pola
nd
Rep
ort D
ate
12 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
REP
OR
TSu
mm
ary
Valu
atio
nD
TZ D
eben
ham
Tie
Leu
ng -
Pola
nd
Rep
ort D
ate
12 A
ugus
t 201
5Va
luat
ion
Dat
e30
Jun
e 20
15
Tena
nts
Tena
nt n
ame
File
/Ref
Nex
t Rev
iew
Earli
est T
erm
Cap
.Gro
upM
etho
dYi
eld
1Yi
eld
2C
ontr
acte
d R
ent
Cur
rent
Ren
tER
VG
ross
Val
ueFr
eeho
ldG
ebo
NA
30-S
ep-2
016
War
ehou
seH
ardc
ore
15.0
0015
.000
€75,
900
€75,
900
€66,
166
€356
,670
PLA
STE
AM
NA
31-D
ec-2
015
War
ehou
seH
ardc
ore
15.0
0015
.000
€65,
460
€65,
460
€37,
422
€204
,385
PLA
STE
AM
- ne
w le
ase
NA
31-D
ec-2
015
War
ehou
seH
ardc
ore
15.0
0015
.000
€25,
632
€25,
632
€25,
111
€126
,052
Vac
ant (
form
er M
AR
-OL
HU
NA
29-M
ar-2
019
War
ehou
seH
ardc
ore
15.0
0015
.000
€0€0
€48,
999
€208
,187
Vac
at fo
rmer
Orc
oN
A29
-Mar
-201
9W
areh
ouse
Har
dcor
e15
.000
15.0
00€0
€0€3
70,5
69€1
,525
,943
Tota
l€1
66,9
92€1
66,9
92€5
48,2
67€2
,421
,237
AR
GU
S Va
luat
ion
- Cap
italis
atio
n 2.
50.0
79Pa
ge 2
Information contained herein should not, in whole or part, be published, reproduced or referred to without prior approval. Any such reproduction should be credited to DTZ. © DTZ 2015 www.dtz.com
DTZ Contacts
Karel Klečka MRICS Head of Valuation Czech Republic and Slovakia Tel: +420 234 262 232 Mobile: +420 777 203 389 Email: [email protected]