| | POLISH FINANCIAL SUPERVISION AUTHORITY | | | | | | | UNI - EN REPORT No | 33 | / | 2016 | | | | | | Date of issue: | 2016-08-16 | | | | | | | | | | | Short name of the issuer | | | | | | | | | | PLAZA CENTERS N.V. | | | | Subject | | | | | | | | | | | | | CORRECTION - RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2016 | | | | Official market - legal basis | | | | | | | | | Unofficial market - legal basis | | | | | | | | Contents of the report: | | | | | | | | | | | Non material changes have been made to the ‘Independent Auditors' Report on Review of Interim Financial Information’ section of the 'Half Year Results' announcement released by Plaza Centers N.V. on 15 August 2016 at 17:21 UK time under RNS No 2271H.
The changes are identified below:
Original version: “….condensed consolidated statement of financial position of Plaza Centers N.V. _“the Company"_ as at June 30, 2016, the condensed consolidated…"
Corrected version: “…condensed consolidated interim financial information of Plaza Centers N.V. _“the Company"_ as at June 30, 2016, which comprises the condensed consolidated interim statement of financial position as at June 30, 2016, the condensed consolidated interim…"
Original version: “…and notes to the interim financial information _“the condensed consolidated interim financial information"_…"
Corrected version: “…and notes to the condensed consolidated interim financial information…"
Original version: “Emphasis of matter"
Corrected version: “Emphasis of matters"
Original version: “Note 6 which discloses information"
Corrected version: “Note 5_d_ and Note 5_f_ which disclose"
The full amended text is shown below.
SIGNIFICANT ACCELERATION OF STRATEGIC ASSET DISPOSAL PROGRAMME
AND OPERATIONAL PROGRESS IN FIRST HALF
Plaza Centers N.V. _“Plaza" / “Company" / “Group"_, a property developer and investor with operations in Central and Eastern Europe _“CEE"_ and India, today announces its results for the six months ended 30 June 2016.
Financial highlights:
• Reduction in total assets to €388 million as a result of the Company’s portfolio repositioning and deleveraging strategy _31 December 2015: €392 million_
• Book value of the Company’s Trading Property decreased by 4% to €304 million over the period, due to non-core disposals and the increased strategic focus on income producing assets
• Net Operating Income _“NOI"_ _excluding Riga Plaza which is accounted for as an equity accounted investee_ decreased slightly to €6.2 million _30 June 2015: €6.5 million_, mainly due to the disposal of Liberec Plaza _sold in Q1 of 2016_
• Losses significantly reduced by 83% to €6 million _30 June 2015: loss of €35.6 million_, stemming from decreased net finance expenses of €9.9 million _30 June 2015: €28.3 million_
• €4.0 million profit recorded at operating level _30 June 2015: €7.4 million loss_ and no write downs booked in the period
• Basic and diluted loss per share of €0.89 _June 30, 2015: loss per share of €5.25_ following the conclusion of a Reverse Share Split
• Consolidated cash position as at June 30, 2016 _including restricted bank deposits_ rose to €25 million _31 December 2015: €20.4 million_ and current cash position of circa €19.2 million _€6.8 million restricted_
• Slight increase in LTV to 80% _31 December 2015: 79%_ due to non-cash finance costs incurred
Operational highlights:
• Stable occupancy was recorded across the Company’s existing shopping and entertainment centres in the CEE, with an overall portfolio occupancy level of 94.75% as of 30 June 2016, compared to 94.6% at 31 December 2015.
o At Torun Plaza, Poland, occupancy remained stable at 96.7% _2015: 96.1%_. While footfall decreased by 4.4%, turnover was relatively stable with a slight reduction of 0.5% on the same period in 2015. Considerable letting success was recorded, with several new tenants being signed to the scheme, including Sizeer, Pharmaland, Swiat Ksiazki, Concept Store, Resto Design _home interiors_ and Rainbow Tours, while a number of existing tenants, such as Deichmann, Mohito and Reserved, took on additional space. In addition, a significant number of existing tenants including, Lee Wrangler, Bytom and Swiss have extended their leases.
o In Latvia, Riga Plaza’s occupancy level increased slightly to 98% _2015: 97%_. Vacancies arising from the exit of certain retail brands from the Latvian market have been filled. A 5.3% increase in turnover was recorded, along with a 1.5% increase in footfall, compared to the same period in 2015. Five new tenants have opened shops in first half of 2016, while a further two lease agreements were signed in the period.
o Suwalki Plaza, Poland continues to deliver a strong performance. While occupancy decreased slightly to 95.4% _2015: 96.5%_, turnover was up 21.8% in the first six month of 2016, while footfall increased by 10.5%, compared to the same period in 2015.
o Zgorzelec Plaza, Poland recorded an 8.6% increase in turnover compared to the same period in 2015, while footfall has increased by 8.5%. Occupancy remained unchanged at 88.9%.
• In April, Dori Keren was appointed to the role of Acting Chief Executive Officer and will become Chief Executive Officer on 1 January 2017.
Progress in portfolio rationalisation:
In the first six months of 2016 and to the date of this announcement, Plaza has received net proceeds of €21.5 million from sales transactions. The disposals form part of the Company’s ongoing strategy to dispose of non-core and mature assets, to refocus on development projects, as well as to reduce the Company’s debt.
• Disposal of a 23,880 sqm site in Slatina, Romania in March for €0.66 million, consistent with the asset’s last reported book value. In line with the Company’s stated restructuring plan, 75% of the cash proceeds were distributed to the Company’s bondholders as an early repayment.
• Sale of a subsidiary holding Liberec Plaza, in the Czech Republic, on 31 March 2016 for €9.5 million. Following net asset value adjustments related to the subsidiary’s balance sheet, the Company received a net amount of €9.37 million. The majority of the proceeds from the sale _€8.5 million, reflecting 100% of the outstanding loan_ were repaid to Plaza Centers Enterprises B.V. _“PCE"_, a wholly owned subsidiary of Plaza, on account of the bank loan PCE acquired in September 2015 _the bank loan was provided to the SPV, the holding and operating company of Liberec Plaza_. Almost €1 million of surplus cash flow was delivered by the disposal, after the settlement of the loan and at least 75% of the net proceeds were distributed to the Company’s bondholders in line with the Company’s stated restructuring plan.
• A binding pre-agreement to sell a 15,000 sqm development plot in Piraeus, near Athens, Greece, for €4.7 million was signed in April 2016. The sale agreement with a third party developer is subject to certain conditions being met, including due diligence which has up to six months to complete. The purchaser has provided a corporate guarantee to secure the transaction for 10% of the consideration. Upon completion of the disposal, 75% of the net cash proceeds will be distributed to Plaza’s bondholders.
• A subsidiary of Plaza, in which the Company has a 50% stake, entered into a business sale agreement in May for the disposal of Riga Plaza to a global investment fund. The agreement reflects a value for the business of circa €93.4 million _reflecting 100% of the asset value_, which is in line with the last reported book value. 75% of the net cash proceeds from Plaza’s share of the sale _expected to be circa €19 million, following the repayment of the bank loan associated with the business of circa €55 million _reflecting 100%__, will be distributed to bondholders within the quarter following the closing. The closing of the transaction is subject to several conditions precedent, all of which are expected to be fulfilled by the end of September 2016.
• Disposal of the Company’s wholly owned subsidiary which held the “MUP" plot and related real estate in Belgrade, Serbia, for €15.9 million _to be received in several tranches_, well above the book value of circa €13.5 million. The sale was completed on 29 June 2016. In addition to the €15.9 million transaction consideration, Plaza will also be entitled to an additional pending payment of €600,000 once the purchaser successfully develops at least 69,000 sqm above ground. Upon the receipt of each stage payment, 75% of the net cash proceeds will be distributed to Plaza’s bondholders in the following quarter.
• On 26 June 2016 Plaza signed a €42.5 million loan agreement with a consortium of banks led by the Hungarian bank OTP Bank Plc to support the development of Belgrade Plaza _Visnjicka_ shopping centre, which is on schedule to open in the first half of 2017. The 32,000 sqm GLA development is currently over 55% pre-let and heads of terms have been agreed on a further 15% of space. The centre will be anchored by a supermarket, a multi-screen cinema complex and major international brands.
• On 28 June 2016 the Company signed an agreement for the sale of a 20,700 sqm plot of land in Lodz, Poland, to a residential developer, for €2.4 million. The conditional agreement will be followed by a transfer agreement which is expected to be signed by the end of August 2016. 26% of the site was previously sold in two separate transactions completed in 2015 and 2016 for a total value of €1.2 million. Following these transactions Plaza still owns 4,000 sqm of land for future value realisation. In line with the Company’s stated restructuring plan, 75% of the net cash proceeds from the sale will be distributed to Plaza’s bondholders within the quarter following the receipt of each cash installment.
• On 30 June 2016 Plaza signed a Debt Repayment Agreement _“DRA"_ with the financing bank _the “Bank"_ of Zgorzelec Plaza in Poland. As part of the DRA, Plaza will make a payment of €1.1 million _in escrow_ to the Bank and the Bank will deposit _in escrow_ Release Letters for:
i. releasing a mortgage in favour of the Bank from a plot of land of Plaza in the city of Leszno, Poland;
ii. releasing of a recourse right obligation _of €1.1 million_ under the corporate guarantee of Plaza and an additional subsidiary of Plaza;
iii. subordination agreement; and
iv. submission for enforcement on the loan.
On conclusion of the transaction, which is on schedule for 15 September 2016, Plaza expects to recognise an accounting profit of circa €10 million.
Key highlights since the period end:
• The Company announced that it has signed a non-binding Letter of Intent _“LOI"_ with a global investment fund _the “Purchaser"_ regarding the sale of the Torun Plaza and Suwałki Plaza shopping and entertainment centres in Poland _together the “Portfolio"_ for a total agreed value of €121 million. The agreed value is subject to price adjustments based on the performance of the malls _Net Operating Income_ and the upside amount is capped at €7.3 million. As of the reporting date the aggregate bank loan balance of the two shopping centres is circa €72 million. While there is no certainty that the transaction will go ahead, the disposal is currently expected to complete by the end of October 2016.
• Disposal of an 18,400 sqm plot in a suburb of Ploiesti, Romania to a local investor for €280,000. Upon completion of the disposal 75% of the net cash proceeds will be distributed to Plaza’s bondholders.
• An Indian subsidiary _"SPV"_ of Elbit Plaza India Real Estate Holdings Limited _in which Plaza holds a 50% stake with its joint venture partner, Elbit Imaging Ltd._ signed a Joint Development Agreement relating to its 74.7 acre plot in Chennai, India, to confer the property development rights to a reputable local developer. The SPV will receive 73% of the total revenues from the plotted development and 40% of the total revenues from the eventual sale of the fully constructed residential units in instalments subject to development milestones. Commenting on the results, acting CEO Dori Keren said:
“The first six months of 2016 have been another extremely busy period for Plaza. We have continued with our deleveraging and refocusing programme. Plaza has undertaken over €166 million of disposals since the approval of the restructuring plan and we have made good strides in our efforts to reposition the portfolio so that it is more focused on higher quality income producing assets and development projects.
“Alongside this, our commitment to the implementation of the restructuring plan is clear, having returned over NIS 104 million to our bondholders since the plan was approved in July 2014, and we are on track to return at least another NIS 330 million in the second half of the year. With our core markets in the CEE delivering a robust performance, we have a good level of comfort in our outlook for the remainder of the year."
For further details, please contact:
Plaza
Dori Keren, acting CEO
Eitan Farkas, Financial Director
+ 48 22 231 99 00
+36 1 462 7140
FTI Consulting
Dido Laurimore / Claire Turvey / Tom Gough
+44 _0_20 3727 1000
Notes to Editors
Plaza Centres N.V. _www.plazacenters.com_ is a emerging markets developer of shopping and entertainment centres with operations in Central and Eastern Europe and India. It focuses on constructing new centres and, where there is significant redevelopment potential, redeveloping existing centres in both capital cities and important regional centres. The Company is dual listed on the Main Board of the London Stock Exchange and, as of 19 October 2007, the Warsaw Stock Exchange _LSE: “PLAZ", WSE: “PLZ/PLAZACNTR"_. Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. _“EI"_, an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange in Israel and the NASDAQ Global Market in the United States. It has been active in real estate development in emerging markets for over 20 years.
Forward-looking statements
This press release may contain forward-looking statements with respect to Plaza Centers N.V. future _financial_ performance and position. Such statements are based on current expectations, estimates and projections of Plaza Centers N.V. and information currently available to the company. Plaza Centers N.V. cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. Plaza Centers N.V. has no obligation to update the statements contained in this press release, unless required by law.
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