RNS Number : 1321Y
IRF European Fin Investments Ltd
27 August 2009
IRF European Finance Investments Ltd
('IRF' or the 'Company')
First Half 2009 Results
IRF European Finance Investments Ltd announces its audited financial
results for the six months ended 30 June 2009.
Financial Highlights
|
Amounts in € 000 |
Six months ended 30 June 2009 |
Six months ended 30 June 2008
(as restated) |
Amounts in € 000 |
Six months ended 30 June 2009 |
Six months ended 30 June 2008
(as restated) |
Income Statement items |
|
|
Total Operating Income |
33,350 |
26,231 |
(Loss)/Profit after tax from continuing operations |
9,432 |
12,284 |
Net (Loss)/Profit from discontinued operations |
- |
(9,477) |
(Loss)/Profit after Tax |
9,432 |
2,807 |
Attributable to equity holders of IRF |
9,432 |
4,596 |
Minority Rights |
- |
(1,789) |
Basic earnings (loss) per share (in euro/share) |
0.08 |
0.04 |
Diluted earnings per share (in euro/share) |
0.08 |
0.04 |
Basic earnings (loss) per share (in euro/share) from continuing
operations |
0.08 |
0.10 |
Diluted earnings per share (in euro/share) from continuing operations |
0.08 |
0.10 |
Balance Sheet Items |
30 June 2009 |
31 December 2008
(as restated) |
Cash and cash equivalents |
129,333 |
148,610 |
Total assets |
427,940 |
403,689 |
Total liabilities |
199,048 |
200,148 |
Total Equity |
228.892 |
203,541 |
Equity attributable to equity holders of the Company |
228,892 |
203,541 |
Minority Rights |
- |
- |
Share Premium Reduction and Related Payment to Shareholders
At a special general meeting of the Company held on 21 May 2009,
shareholder approval was given for the reduction of part of the Company's share
premium. At the time of the capital reduction, notwithstanding the Company
having sufficient cash reserves to distribute funds to its shareholders, Bermuda law
restricted the Company from declaring a dividend. The Company's board of
directors determined that it would be in the best interests of its shareholders
to propose a reduction of the Company's share premium account and to make a
payment to its shareholders in connection therewith.
In line with the resolution, IRF's share premium account was reduced on
26 May 2009 from US$520,344,639.17 to US$495,378,160.37, enabling an amount of
US$0.20 per common share to be paid to holders of the Company's common shares on
record on 8 May 2009. Payment was effected on 9 June 2009.
Net Asset Value
IRF determined that its shares had a net asset value ('NAV') of $2.59
per share as at 30 June 2009. The equity holdings portfolio of IRF is marked to
market on the balance sheet as at 30 June 2009. As of this date, the total
assets of the Company, including the cash balance of €129.3 million, was €427.9
million. The total liabilities were €199.0 million. Consequently, the equity
value was €228.9 million. The Euro/$ exchange rate of $1.4134 on 30 June 2009
was used to compute the NAV. As of 30 June 2009, IRF had 124.8 million common
shares outstanding.
IRF intends to determine and publish NAV on a periodic basis. This
estimated NAV is provided for information purposes only and should not be relied
upon for investment decisions.
For further information:
IRF European Finance Investments Ltd
Angeliki Frangou, Chairperson Tel: +30
(0) 210 428 0560
Sheldon Goldman
Tel: +1 212 404 5740
About IRF
IRF's principal investment strategy is to seek investment opportunities
in global financial institutions, with a complementary focus on investments in
distressed opportunities in other industries. The Company was initially listed
on AIM until 19 January 2009 when it transferred to the SFM (Specialist Fund
Market), both markets operated by the London Stock Exchange plc. The Company's
registered office is at Canon's Court 22 Victoria Street, Hamilton HM12, Bermuda.
Forward-looking statements
All statements, other than statements of historical fact, included in
this release are forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based upon
current expectations and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially from those
described in the forward-looking statements. IRF assumes no obligation and
expressly disclaims any duty to update the information contained herein except
as required by law.
IRF European Finance Investments Ltd
Consolidated Interim Financial Statements
for six-month period
ended 30 June 2009
In accordance with the International
Financial Reporting Standards
The accompanying consolidated interim financial statements of IRF
European Finance Investments Ltd ('IRF') and its subsidiaries (together 'the
Group'), for the six-month period ended 30 June 2009 were approved
by the Company's Board of Directors on 24 August 2009.
Contents
BOARD OF DIRECTORS
INTERIM MANAGEMENT REPORT FOR THE PERIOD ENDED 30 JUNE 2009
STATEMENT OF DIRECTORS RESPONSIBILITIES IN RESPECT OF THE SEMI-ANNUAL REPORT AND
THE CONDENSED SET OF FINANCIAL STATEMENTS
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
2. BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION
3. SUMMARY OF IMPORTANT ACCOUNTING POLICIES
4. STRUCTURE OF THE GROUP
5. REALISED GAIN FROM DISPOSAL OF FINANCIAL ASSETS HELD FOR TRADE
6. DIVIDEND AND OTHER INCOME
7. IMPAIRMENT LOSSES
8. DISCONTINUED OPERATIONS
8.1 NET LOSS FROM DISCONTINUED OPERATIONS
9. CASH AND OTHER EQUIVALENTS
10. TRADING PORTFOLIO AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT &
LOSS
11. INVESTMENT PORTFOLIO
12. OTHER ASSETS
13. LONG TERM LOANS
14. OTHER LIABILITIES
15. SHARE CAPITAL & SHARE PREMIUM
16. CASH AND CASH EQUIVALENTS - CASH FLOW STATEMENT
17. EARNINGS PER SHARE
18. RELATED PARTIES TRANSACTIONS
19. COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES
20. POST-BALANCE SHEET EVENTS
21. APPROVAL OF INTERIM FINANCIAL STATEMENTS
BOARD OF DIRECTORS
Name |
Position |
Angeliki Frangou |
Chairman, Non - Executive Director |
Sheldon Goldman |
Deputy Chairman, Non - Executive Director |
Loukas Valetopoulos |
Chief Executive Officer, Director |
Alexander Meraclis |
Secretary of the Company and Non - Executive Director |
INTERIM MANAGEMENT REPORT FOR THE PERIOD ENDED 30 JUNE 2009
Financial highlights
Amounts in € 000 |
|
|
Income Statement items (six month period) |
30 June 2009 |
30 June 2008 (as restated) |
Continuing operations |
|
|
Realised gain from disposal of financial assets held for trade |
13,406 |
- |
Dividend income |
18,198 |
729 |
Impairment losses on available-for-sale financial assets |
(17,397) |
|
Profit after tax |
9,432 |
12,284 |
|
|
|
Attributable to equity holders of the Company |
9,432 |
4,596 |
Basic earnings per share (in euro/share) |
0.08 |
0.10 |
Diluted earnings per share (in euro/share) |
0.08 |
0.10 |
|
|
|
Continuing and discontinued operations |
|
|
Profit after tax |
9,432 |
2,807 |
|
|
|
Attributable to equity holders of the Company |
9,432 |
4,596 |
Minority rights |
- |
(1,789) |
Basic earnings per share (in euro/share) |
0.08 |
0.04 |
Diluted earnings per share (in euro/share) |
0.08 |
0.04 |
Balance sheet items |
30 June 2009 |
31 December 2008 |
Cash and cash equivalent |
129,333 |
148,610 |
Trading portfolio |
4,135 |
5,965 |
Investment portfolio |
276,218 |
248,508 |
Total Assets |
427,940 |
403,689 |
|
|
|
Loans from banks |
198,134 |
198,393 |
Total liability |
199,048 |
200,148 |
|
|
|
Total Equity |
228,892 |
203,541 |
Significant events
In January 2009, IRF successfully transferred from AIM to the
Specialist Fund Market (the 'SFM'), a regulated market operated by the London
Stock Exchange. The SFM is an EU Regulated Market and is compliant with the EU's
Financial Services Action Plan (FSAP). As at 19 January 2009, the
date of admission, there were 124,832,394 shares and 13,596,541 warrants in
issue.
Notwithstanding the Company having sufficient cash reserves to
distribute funds to its shareholders, Bermuda law restricted the
Company from declaring a dividend. Therefore, the Company's board of directors
determined that it would be in the best interests of its shareholders to propose
a reduction of the Company's share premium account and to make a payment to its
shareholders in connection therewith. The Company's Special General Meeting held
on 21 May 2009 resolved to reduce the Company's share premium
account from US$520,344,639.17 to US$495,378,160.37, enabling an amount of
US$0.20 per common share to be paid to holders of the Company's common shares.
The amount was paid to shareholders on 9 June 2009. The reduction
of share premium account does not reduce the authorised or issued share capital
of the Company or the nominal value of the shares of the Company.
Portfolio review and trading results
During the second quarter of 2009, IRF engaged in significant investing
activities, trading selected stocks and securities on the Athens Stock Exchange.
IRF acquired approximately €35.7 million (acquisition cost) of listed securities
and disposed of them for a total of approximately €49 million, realising a
profit of approximately €13.3 million.
IRF's major investment continues to be in Marfin Investment Group
('MIG'). At an ordinary General Meeting held on 9 June 2009, MIG's
shareholders resolved to distribute €0.20 per share in the form of a
constructive dividend. The record date and payment date were set as 26
June 2009 and 9 July 2009 respectively. Under this program,
IRF was entitled to approximately €16.3 million and opted to reinvest such
dividend into MIG in return for shares at a price of €2.76 per share.
This option was provided to existing shareholders at a price that was a 10%
discount to the average closing price of MIG's shares on the Athens Stock
Exchange in the first five sessions during which the shares were traded without
the right to constructive dividend.
As at 31 December 2008, approximately €185.146 million
was recognised as an impairment loss. This loss was generated by the difference
between the acquisition cost of the investments classified as 'available for
sale' and fair value of such investments. Under IAS 39, when in a subsequent
period (after the initial impairment), there is a further decline in the fair
value of an 'available for sale' asset, the difference between the new fair
value and the previous evaluation is recognised in profit or loss. Thus, a
€17.397 million impairment loss was generated (from the difference between the
carrying amounts of the investments classified as 'available for sale' as at 31
December 2008 and fair value of such investments at the end of the
previous quarter). As at 30 June 2009 the portfolio's difference
between the fair value and the 1st quarter evaluation increased positively by
approximately €33.87 million. This difference has been recognised directly to
equity.
As at 30 June 2008, IRF had cash and cash equivalents of
approximately €129 million. IRF held investments in equity securities valued at
about € 280 million, including 81.6 million shares in MIG. All equity holdings
are publicly listed on the Athens Stock Exchange.
Debt
In September 2008, IRF modified the terms of its loan facility. Under
the revised terms, the maturity of the €200 million loan facility has been
extended to September 2011. This has strengthened the liquidity position of the
company significantly. Securities and deposit accounts have been pledged as
collateral for this medium-term facility.
Related parties transactions
There are no significant related parties transactions that could have a
material effect on the financial position or performance of the Group in the
first six months of the current financial year. For further
details see also note 18 of the notes to the interim financial statements
STATEMENT OF DIRECTORS RESPONSIBILITIES IN RESPECT OF THE SEMI-ANNUAL
REPORT AND THE CONDENSED SET OF FINANCIAL STATEMENTS
The directors are responsible for preparing the semi-annual report and
the condensed set of financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial statements for
each financial year. Under that law and in accordance with appropriate
regulations of the listing authority, the directors have elected to prepare
annual and interim financial statements in accordance International Financial
Reporting Standards as adopted by the European Union.
The financial statements are required by law to give a true and fair
view of the state of affairs of the Group and of the profit or loss of the Group
for that period. In preparing these financial statements, the directors are
required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgments and estimates that are reasonable and prudent;
-
state whether applicable International Financial Reporting Standards as
adopted by the European Union have been followed, subject to any material
departures disclosed and explained in the financial statements; and
-
prepare the financial statements on a going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors, to the best of their knowledge, state that:
-
the condensed set of financial statements, prepared in accordance
with International Financial Reporting Standards as adopted by the European
Union and specifically under IAS 34, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group; and
-
the interim management report includes a fair review of the
development and performance of the business and the position of the issuer and
the undertakings included in the consolidation taken as a whole, description of
important events that have occurred during the year together with a description
of the principal risks and uncertainties that they face.
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
company and enable them to ensure that the financial statements comply with the
Companies Act 1981 of Bermuda. They are also responsible for
safeguarding the assets of the company and taking reasonable steps for the
prevention and detection of fraud and other irregularities.
In so far as the directors are aware:
-
there is no relevant review information of which the company's auditors
are unaware; and
-
the directors have taken all steps that they ought to have taken to
make themselves aware of any relevant review information and to establish that
the auditors are aware of that information.
Legislation in Bermuda governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders of IRF European Finance Investments Ltd
Introduction
We have reviewed the accompanying interim consolidated statement of
financial position of IRF European Finance Investments Ltd (the 'Company')
and the related interim consolidated statement of comprehensive income, changes
in equity and cash flows for the six-month period then ended, and the selected
explanatory notes.
Management is responsible for the preparation and fair presentation of
this interim financial statement in accordance with the International Financial
Reporting Standards that have been adopted by the European Union and apply for
interim financial information ('IAS 34'). Our
responsibility is to express a conclusion on these interim financial statements
based on our review.
Scope of Review
We conducted our review in accordance with International Standard on
Review Engagements 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' to which the Greek Auditing Standards
indict. A review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less
in scope than an audit conducted in accordance with Greek Auditing Standards and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim financial information is not prepared, in
all material respects, in accordance with IAS 34.
Athens, 24 August 2009
The Chartered Accountant |
The Chartered Accountant |
|
|
Vassilis Kazas |
Panagiotis Christopoulos |
SOEL Reg. No 13281 |
SOEL Reg. No 28481 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
Amounts presented in € '000 |
Note |
1/1 - 30/06/09 |
1/1 - 30/06/08
(as restated) |
1/4/- 30/06/2009 |
1/4 - 30/06/08
(as restated) |
Amounts presented in € '000 |
Note |
1/1 - 30/06/09 |
1/1 - 30/06/08
(as restated) |
1/4/- 30/06/2009 |
1/4 - 30/06/08
(as restated) |
Income |
|
|
|
|
|
Interest and similar income |
|
1,208 |
5,084 |
344 |
2,158 |
Dividend and other income |
6 |
18,198 |
729 |
18,198 |
729 |
Exchange differences |
|
- |
- |
(5,806) |
- |
Realised gain from disposal of available for sale financial assets |
|
- |
10,847 |
- |
10,847 |
Realised gain from disposal of financial assets held for trade |
5 |
13,406 |
- |
13,377 |
- |
Unrealised gain from valuation of financial assets at fair value through
Profit & Loss |
|
539 |
- |
539 |
- |
Derivatives |
|
- |
9,570 |
- |
9,570 |
Total operating income |
|
33,350 |
26,231 |
26,652 |
23,305 |
|
|
|
|
|
|
Expenses |
|
|
|
|
|
Interest and similar expenses |
|
(5,146) |
(2,736) |
(2,475) |
(2,547) |
Fee and commission expense |
|
(307) |
(542) |
(307) |
(304) |
Exchange differences |
|
(555) |
(10,399) |
(555) |
373 |
Unrealised loss from valuation of financial assets at fair value through
Profit & Loss |
|
- |
- |
228 |
- |
Impairment losses on available-for-sale financial assets |
7 |
(17,397) |
- |
- |
- |
Management fees |
|
(50) |
(50) |
(25) |
(33) |
Other operating expenses |
|
(462) |
(219) |
(279) |
(186) |
Total operating expenses |
|
(23,918) |
(13,947) |
(3,413) |
(2,697) |
|
|
|
|
|
|
Profit after tax from continuing operations |
|
9,432 |
12,284 |
23,239 |
20,607 |
|
|
|
|
|
|
Net loss from discontinued operations |
8 |
- |
(9,477) |
- |
(14,764) |
|
|
|
|
|
|
Profit after tax |
|
9,432 |
2,807 |
23,239 |
5,843 |
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
Available-for-sale financial assets |
7 |
33,870 |
(47,042) |
33,870 |
(42,168) |
Exchange differences on translating foreign operations |
|
- |
(9) |
- |
13 |
Other comprehensive income for the period net of tax |
|
33,870 |
(47,042) |
33,870 |
(42,146) |
|
|
|
|
|
|
Total comprehensive income for the period after tax |
|
43,302 |
(44,235) |
57,108 |
(36,303) |
|
|
|
|
|
|
Profit after tax attributable to: |
|
|
|
|
|
Owners of the parent Company |
|
9,432 |
4,596 |
23,239 |
11,624 |
Minority rights |
|
- |
(1,789) |
- |
(5,781) |
|
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
|
Owners of the parent Company |
|
43,302 |
(36,303) |
57,108 |
(29,524) |
Minority rights |
|
- |
(7,940) |
- |
(6,787) |
|
|
|
|
|
|
Earning per share attributable to parent company's shareholders (
€/share ) |
|
|
|
|
|
From continuing and discontinued operations |
|
|
|
|
|
- Basic |
17 |
0.08 |
0.04 |
0.19 |
0.09 |
- Diluted |
17 |
0.08 |
0.04 |
0.19 |
0.09 |
From continuing operations |
|
|
|
|
|
- Basic |
17 |
0.08 |
0.10 |
0.19 |
0.17 |
- Diluted |
17 |
0.08 |
0.10 |
0.19 |
0.16 |
The notes on the following pages form an integral part of these
consolidated interim financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Amounts presented in € '000 |
Note |
30 June 2009 |
31 December 2008
(as restated) |
ASSETS |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
Investment portfolio |
11 |
276,218 |
248,508 |
Total non-current assets |
|
276,218 |
248,508 |
|
|
|
|
Current assets |
|
|
|
Trading portfolio & other financial assets at fair value through Profit
& Loss |
10 |
4,135 |
5,965 |
Other assets |
12 |
18,254 |
607 |
Cash and other equivalents |
9 |
129,333 |
148,610 |
Total non-current assets |
|
151,722 |
155,182 |
|
|
|
|
TOTAL ASSETS |
|
427,940 |
403,689 |
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
Share capital |
15 |
147 |
147 |
Share premium |
15 |
382,491 |
400,443 |
Revaluation reserve |
7 |
33,870 |
- |
Retained losses |
|
(187,617) |
(197,049) |
Total equity attributable to shareholders' of the Parent Company |
|
228,892 |
203,541 |
Minority rights |
|
- |
- |
TOTAL EQUITY |
|
228,892 |
203,541 |
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Non-current |
|
|
|
Long term loans |
13 |
198,134 |
198,393 |
Total non-current liabilities |
|
198,134 |
198,393 |
|
|
|
|
Current liabilities |
|
|
|
Other liabilities |
14 |
914 |
1,755 |
Total current liabilities |
|
914 |
1,755 |
|
|
|
|
TOTAL LIABILITIES |
|
199,048 |
200,148 |
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
427,940 |
403,689 |
The notes on the following pages form an integral part of these
consolidated interim financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
Attributable to shareholders of the Parent Company |
|
|
Note |
Share capital |
Share premium |
Revaluation reserve |
Other reserves |
Retained earnings / (losses) |
Total |
Minority rights |
Total |
Consolidated Statement of Changes in Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts presented in € '000 |
|
|
|
|
|
|
|
|
|
Opening balance as at 1 January 2009 |
|
147 |
400,443 |
- |
- |
(197,049) |
203,541 |
- |
203,541 |
Share premium reduction & return to shareholders |
15 |
- |
(17,951) |
- |
- |
- |
(17,951) |
- |
(17,951) |
Transactions with owners |
|
- |
(17,951) |
- |
- |
- |
(17,951) |
- |
(17,951) |
|
|
|
|
|
|
|
|
|
|
Net result for the period 01/01-30/06/2009 |
|
- |
- |
- |
- |
9,432 |
9,432 |
- |
9,432 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Gains/ losses directly recognized in equity: |
|
|
|
|
|
|
|
|
|
- on the valuation of available for sale financial assets |
7 |
- |
- |
33,870 |
- |
- |
33,870 |
- |
33,870 |
Total comprehensive income/(loss) for the period |
|
- |
- |
33,870 |
- |
- |
33,870 |
- |
33,870 |
|
|
|
|
|
|
|
|
|
|
Balance as at 30 June 2009 |
|
147 |
382,491 |
33,870 |
- |
(187,617) |
228,892 |
- |
228,892 |
The notes on the following pages form an integral part of these
consolidated interim financial statements.
Consolidated Statement of Changes in Equity |
|
Attributable to shareholders of the Parent Company |
|
|
Amounts presented in € '000 |
|
Share Capital |
Share Premium |
Revaluation Reserve |
Other Reserves |
Retained Earnings / (losses) |
Total |
Minority rights |
Total |
Opening balance as at 1st January 2008 |
|
147 |
400,443 |
(2,570) |
16,587 |
72,492 |
487,099 |
290,248 |
777,347 |
Equity share options granted to employees |
|
- |
- |
- |
103 |
- |
103 |
395 |
498 |
Dividend relating to 2007 |
|
- |
- |
- |
- |
(22,105) |
(22,105) |
(9,829) |
(31,935) |
Capitalisation to legal reserves |
|
- |
- |
- |
196 |
(196) |
- |
- |
- |
Transactions with owners |
|
|
|
|
299 |
(22,301) |
(22,002) |
(9,434) |
(31,437) |
|
|
|
|
|
|
|
|
|
|
Net result for the period 01/01-30/06/2008 |
|
- |
- |
- |
- |
4,596 |
4,596 |
(1,789) |
2,807 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Gains/ losses directly recognized in equity: |
|
|
|
|
|
|
|
|
|
- on the valuation of available for sale financial assets |
|
- |
- |
(40,897) |
- |
- |
(40,897) |
(6,145) |
(47,042) |
- exchange differences on translating foreign operations |
|
- |
- |
- |
- |
(2) |
(2) |
(7) |
(9) |
Total comprehensive income/(loss) for the period |
|
- |
- |
(40,897) |
- |
(2) |
(40,899) |
(6,152) |
(47,050) |
Balance as at 30 June 2008 |
|
147 |
400,443 |
(43,466) |
16,885 |
54,784 |
428,793 |
272,874 |
701,667 |
The notes on the following pages form an integral part of these
consolidated interim financial statements.
CONSOLIDATED CASH FLOW STATEMENT
|
Amounts presented in € '000 |
Note |
30 June 2009 |
30 June 2008
(as restated) |
Cash flows from operating activities |
|
|
|
Profit before tax of continuing operations |
9,432 |
12,284 |
Adjustments for: |
|
|
|
Add: Impairment losses on financial assets |
7 |
17,397 |
- |
Profit/(loss) from revaluation of financial assets at fair value through
Profit & Loss |
|
(490) |
- |
Proft /loss from sale of a.f.s. portfolio |
|
- |
(11,048) |
Dividend income |
|
- |
(729) |
Interest and other non cash expenses |
|
3,938 |
|
Exchange differences |
|
487 |
8,506 |
Cash flows from operating activities before changes in working capital |
30,765 |
9,013 |
|
|
|
|
Changes in working capital: |
|
|
|
Net (increase)/decrease in trading securities |
|
1,830 |
- |
Net (increase)/decrease in other assets |
|
(17,647) |
(1,379) |
Due to financial institutions |
|
- |
140,000 |
Net increase/(decrease) in other liabilities |
|
(841) |
18,363 |
Cash flows from operating activities before payment of income tax |
|
14,106 |
165,997 |
Net cash flows from operating activities of discontinued operations |
|
- |
2,479 |
Net cash flows from operating activities |
|
14,106 |
168,475 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Proceeds from a.f.s. portfolio |
|
(11,384) |
(350,316) |
Interest received |
|
1,208 |
- |
Net cash flows from investing activities of discontinued operations |
|
- |
(52,368) |
|
|
|
Net cash flow from investing activities |
|
(10,177) |
(402,684) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Interest paid |
|
(4,887) |
(2,394) |
Dividends paid |
|
- |
(22,105) |
Share premium reduction & return to shareholders |
15 |
(17,573) |
- |
Repayment of borrowings |
|
(259) |
- |
Net cash flows from financing activities of discontinued operations |
|
- |
(10,468) |
Net cash flow from financing activities |
|
(22,719) |
(34,968) |
|
|
|
|
Net decrease in cash and cash equivalents |
|
(18,790) |
(269,176) |
Cash and cash equivalents at the beginning of the period |
|
148,610 |
559,372 |
Effect of exchange rate fluctuations on cash and cash equivalents |
|
(487) |
(8,506) |
Cash and cash equivalents at the end of the financial period |
16 |
129,333 |
281,690 |
Amounts presented in € '000 |
Note |
30 June 2009 |
30 June 2008
(as restated) |
Cash flows from operating activities |
|
|
|
Profit before tax of continuing operations |
9,432 |
12,284 |
Adjustments for: |
|
|
|
Add: Impairment losses on financial assets |
7 |
17,397 |
- |
Profit/(loss) from revaluation of financial assets at fair value through
Profit & Loss |
|
(490) |
- |
Proft /loss from sale of a.f.s. portfolio |
|
- |
(11,048) |
Dividend income |
|
- |
(729) |
Interest and other non cash expenses |
|
3,938 |
|
Exchange differences |
|
487 |
8,506 |
Cash flows from operating activities before changes in working capital |
30,765 |
9,013 |
|
|
|
|
Changes in working capital: |
|
|
|
Net (increase)/decrease in trading securities |
|
1,830 |
- |
Net (increase)/decrease in other assets |
|
(17,647) |
(1,379) |
Due to financial institutions |
|
- |
140,000 |
Net increase/(decrease) in other liabilities |
|
(841) |
18,363 |
Cash flows from operating activities before payment of income tax |
|
14,106 |
165,997 |
Net cash flows from operating activities of discontinued operations |
|
- |
2,479 |
Net cash flows from operating activities |
|
14,106 |
168,475 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Proceeds from a.f.s. portfolio |
|
(11,384) |
(350,316) |
Interest received |
|
1,208 |
- |
Net cash flows from investing activities of discontinued operations |
|
- |
(52,368) |
|
|
|
Net cash flow from investing activities |
|
(10,177) |
(402,684) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Interest paid |
|
(4,887) |
(2,394) |
Dividends paid |
|
- |
(22,105) |
Share premium reduction & return to shareholders |
15 |
(17,573) |
- |
Repayment of borrowings |
|
(259) |
- |
Net cash flows from financing activities of discontinued operations |
|
- |
(10,468) |
Net cash flow from financing activities |
|
(22,719) |
(34,968) |
|
|
|
|
Net decrease in cash and cash equivalents |
|
(18,790) |
(269,176) |
Cash and cash equivalents at the beginning of the period |
|
148,610 |
559,372 |
Effect of exchange rate fluctuations on cash and cash equivalents |
|
(487) |
(8,506) |
Cash and cash equivalents at the end of the financial period |
16 |
129,333 |
281,690 |
The accompanying notes constitute an integral part of the
financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Country of incorporation
IRF was incorporated on 8 September 2005 under the Bermuda
Companies Act 1981. The Company was initially listed on AIM on 14
November 2005 and on 19 January 2009 transferred to the
Specialist Fund Market (the 'SFM'), a regulated market operated by
the London Stock Exchange plc. The Company's registered office is at Canon's
Court 22 Victoria Street, Hamilton HM12, Bermuda.
Principal Activities
The Group was initially engaged in the provision of banking, financial
and insurance services. IRF was formed as an investing company to serve as a
vehicle for the acquisition of one or more businesses in the financial services
industry in Europe, with a primary focus on credit institutions and insurance
companies in Greece, Bulgaria, Romania and Turkey.
On 29 June 2006, the Company acquired a controlling
interest in Proton Investment Bank, a Greek bank listed on the Athens Stock
Exchange. Subsequent to this acquisition, Proton Investment Bank merged with
Omega Bank, resulting in IRF having an interest in the newly merged entity,
Proton Bank. Proton Bank and its subsidiaries operate in the sectors of retail,
corporate and investment banking, portfolio management, insurance and other
financial services. Proton Bank is licensed by the Bank of Greece to operate as
a financial institution in Greece. Proton Bank, which is
established in Greece and is supervised by the Bank of Greece,
operates through a network of 28 branches.
On 24 September 2008, IRF sold a 15.95% interest in Proton
Bank from its 20.6% holding in Proton Bank. Following such disposal, the IRF
directors holding positions on the Board of Directors of Proton Bank resigned.
As at 31 December 2008, IRF had disposed of its entire investment
in Proton Bank. The results of Proton Bank's Group were consolidated in the
financial statements of IRF, as discontinued operations, up to the date of the
disposal (see notes 2.3, 3.1, 4 and 8).
IRF acquired and continues to hold approximately 11% of the issued
shares in Marfin Investment Group ('MIG') which, as at 30
June 2009, is the most significant investment in the company's portfolio.
MIG invests in private equity, privatisations and infrastructure projects and
principally operates in Greece, Cyprus and South
East Europe. All equity holdings are publicly listed on the Athens Stock
Exchange.
2. BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION
2.1 Statement of compliance
The condensed consolidated interim financial statements for the six
month period ended 30 June 2009 have been prepared in accordance
with International Accounting Standard 34 'Interim Financial Reporting' and
should be read in conjunction with the audited financial statements for the year
ended 31 December 2008.
The financial information set out in this interim report does not
constitute statutory financial statements pursuant to Section 84 of Bermuda
Companies Act 1981. The Group's statutory financial statements for the year
ended 31 December 2008 were approved by the Board of Directors on 24
April 2009. The auditor's report on those financial statements was
unqualified.
2.2 Functional and presentation currency
The current financial statements are presented in Euro, which is the
functional currency of the Group. The functional currency is the currency of the
primary economic environment in which an entity operates and is normally the one
in which it primarily generates and expends cash. Management used its judgment
to determine the functional currency that most faithfully represents the
economic effects of the underlying transactions, events and conditions.
All amounts are presented in thousand Euros unless
mentioned otherwise. Due to rounding, percentages and numbers presented
throughout the condensed interim consolidated financial statements may not match
the counterparts in the financial statements. All amounts expressed in dollars,
are US dollars.
2.3 Comparative figures
Consolidated statement of financial position, comprehensive income
statement, and cash flow statement for the comparative period have been adjusted
for the reclassification of income statement to reflect results of discontinued
operations and the implementation of the revised IAS 1. Details are provided in
note 3.1.
2.4 Use of estimates
The preparation of the financial statements in accordance with the IFRS
requires management to make estimates, judgements and assumptions that affect
the application of accounting policies and the reporting amounts of assets,
liabilities, income and expenses.
Assumptions and estimates are reviewed on an ongoing basis and are
revised based on experience and other factors. Revisions of the accounting
estimates are recognised in the period in which estimates are revised and in any
future periods affected. Assumptions and estimates include expectations on
future event and outcomes that are considered as reasonable given the current
conditions. Actual results may differ from these estimates.
3. SUMMARY OF IMPORTANT ACCOUNTING POLICIES
3.1 Change in accounting policies
These condensed consolidated interim financial statements have been
prepared in accordance with the accounting policies adopted in the last annual
financial statements for the year ended 31 December 2008 except
for the adoption of:
- IAS 1 'Presentation of Financial Statements' (revised
in 2007 and applied by companies for annual periods starting on or after 01/01/2009).
The basic changes introduced by the revised Standard are summarized in the
separate presentation of the changes in equity stemming from the transactions
with the owners in their capacity as owners (e.g. dividends, share capital
increases) from changes in equity (e.g. conversion reserves). Furthermore, the
revised version of the Standard brings forward changes in term use as well as
the presentation of the Financial Statements (in certain cases the presentation
of a third Statement of Financial Position is required for the commencement of
the earliest comparative period). The new definitions however do not create any
changes to the rules for recognition, measurement, or disclosure of certain
transactions and other events required by the rest of the Standards. The revised
Standard foresees the presentation of one statement, the Statement of
Comprehensive Income, or the presentation of two statements (one separate Income
Statement and one Statement of Comprehensive Income). The Group has decided to
present one statement. The interim financial statements have been prepared based
on the requirements of IAS 1.
Moreover, in previous periods the management prepared the consolidated
financial statements in the format of 'order of liquidity' according to IAS 1
due to the nature of the operations of the consolidated group of Proton Bank.
The format of 'order of liquidity' is used as best practise by all financial
institutions. Due to the disposal of the entire Proton Group, the management has
decided to adopt the presentation of 'current and non-current assets', and
'current and non-current liabilities', as separate classifications in its
statement of financial position, as most funds and investing entities implement
in their financial statements. The aforementioned adoption did not lead to any
reclassifications of assets or liabilities.
The statement of comprehensive income analysis is based upon the 'nature
of expense' method.
- IFRS 8 'Operating Segments' (issued in 2006 and is
applied by companies for periods starting on or after 01/01/2009).
IFRS 8 replaces IAS 14 'Segment Reporting'. The new IFRS requires a 'management
approach' to the Group's presentation of financial information under segment
reporting. Information disclosed is basically information that the management
uses for internal reporting so as to assess the productivity of segments, as
well as the manner in which resources are allocated. Such reporting might differ
from information used during the preparation of the balance sheet and the income
statement. Furthermore, the standard requires that explanatory notes on the
basis of preparation of segment reporting, as well as traces to entries in
financial statements should also be disclosed.
In previous periods the management prepared the consolidated segment
analysis based upon the operations of the consolidated group of
Proton Bank. After the disposal of Proton Bank, the directors came to the
conclusion that IRF operates only in the investment in listed securities
business segment. Also, IRF, up to the current period, invests mainly in the
Greek market.
3.2 Other new standards, amendments and interpretations with effective
date as of 1 January 2009, with no applicability or significant
impact:
(a) IFRIC 13: 'Customer Loyalty Programmes (effective for annual
accounting periods beginning on or after 1 July 2008);
(b) IAS 23: (Revised 2007) 'Borrowing Costs' (effective from 1
January 2009)
The revised IAS 23 removes the option of immediately expensing
borrowing costs directly attributable to the acquisition, construction, or
production of a qualifying asset as part of the cost of that asset;
(c) IFRS 2: 'Share-based Payment' - Amendment 2008: Vesting
Conditions and Cancellations (effective from 1 January 2009)
This amendment clarifies that only service conditions and performance
conditions are vesting conditions, while all other features need to be included
in the grant date fair value. The Group is currently assessing the implications
of the adoption of the aforementioned amendment;
(d) IAS 32: Financial Instruments: Presentation and IAS 1:
Presentation of Financial Statements - Amendment 2008: Puttable Financial
Instruments and Obligations Arising on Liquidation (effective from 1
January 2009)
These amendments address the classifications of some puttable
financial instruments as well as instruments or their components that impose on
the entity an obligation to deliver to another party a pro rata share of the net
assets of the entity only on liquidation. The above mentioned amendments are not
applicable at present for Group activities;
(e) IFRIC 11: 'Group and treasury share transactions'
IFRIC 11 provides guidance on IFRS 2 application in three cases: i)
share-based payment arrangements involving an entity's own equity instruments,
ii) share-based payment arrangements involving equity instruments of the parent
and iii) a subsidiary granting rights to equity instruments of its parent to its
employees. An entity shall apply this interpretation for annual periods
beginning on or after 1 March 2008.
(f) IFRS 7 (Amendment 2009): Improvements to the Financial Instruments
disclosures (effective from 1 January 2009)
This amendment aims to provide additional and improved disclosures
concerning the fair value of the financial instruments and the liquidity risk.
Among the changes of the standard, which are estimated to modify the way that
the relative information of the Group is presented, are: the introduction of
three levels for the definition of the fair value (market prices, valuation
based on remarkable market data and valuation based on
non-remarkable market data), requirement for disclosure of changes
at the valuation methods used and requirement for additional information
concerning the third level including the sensitivity analysis.
3.3 New standards, amendments and interpretations that have been
issued and are subject to endorsement by the European Union:
(a) IFRS 3: 'Business Combinations' - Revised 2007 and subsequent
amendments in IAS 27, 28 and 31 (effective the first annual reporting period
beginning on or after 1 July 2009)
The revised standard introduces significant amendments for the
application of the acquisition method for business combinations. Among other
changes the standard introduces the possibility of minority interests being
measured at fair value. Furthermore, the revised standard requires that the
acquirer of a subsidiary recognizes the assets acquired and liabilities assumed
as a transaction with owners of the business and any difference should be
recognized in equity. The revised IFRS 3 applies for business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after 1 July 2009, while no
consolidation adjustments are required for the period before the revised
standard will become effective. Thus, the adoption of the revised standards will
have no significant impact on the Group's financial statements.
(b) IFRIC 15: 'Agreements for the Construction of Real Estate'
An entity shall apply IFRIC 15 'Agreements for the Construction of
Real Estate' for annual periods beginning on or after 1 January 2009.
This interpretation applies to the accounting for revenue which refers to the
real estates' disposal. This interpretation does not apply to the Group's
activities;
(c) IFRIC 16: 'Hedges of a Net Investment in a Foreign Operation';
(d) IFRIC 17: 'Distribution of non-cash assets to owners' (effective
for annual periods beginning on or after 1 July 2009)
This interpretation, issued on 27 November 2008,
provides guidance to an entity in order to recognize and subsequently measure a
liability arising from the distribution of non-cash assets to owners;
(e) IFRIC 18 'Transfer of assets from customers'
Effective for annual periods beginning on or after 1 July 2009.
This interpretation, issued on 29 January 2009, clarifies the
accounting treatment for agreements under which an entity receives from a
customer an item of property, plant and equipment that the entity must then use
to serve conventional obligations to him. The interpretation also applies in
cases where the entity receives cash from customers to construct or buy an item
of property, plant and equipment to be used as defined above. This
interpretation does not apply to Group activities.
(f) IAS 39: 'Financial instruments: Recognition and Measurement':
Eligible Hedged Items Amendment to IAS 39
Amendment to IAS 39 clarifies accounting hedges issues and, in
particular, inflation and one-sided risk of a hedged item. An entity shall apply
those amendments to IAS 39 for annual periods beginning on or after 1
July 2009;
4. STRUCTURE OF THE GROUP
Entities consolidated under full consolidation method at 31
December 2008 and at 30 June 2009:
Name |
Country |
Direct and indirect holding |
Relation that dictated the consolidation |
Note |
IRF EUROPEAN FINANCE INVESTMENTS LIMITED |
BERMUDA |
Parent |
|
|
MIMOSA TRADING SA |
MARSHALL ISLANDS |
100% |
Percentage Ownership |
Direct Stake |
MYRTLE TRADING COMPANY |
MARSHALL ISLANDS |
100% |
Percentage Ownership |
Direct Stake |
The following table indicates the Group structure as at 30 June
2008:
|
Name |
Country |
Direct Shareholding % |
Indirect Shareholding % |
Direct and Indirect Holding |
Relation that dictated the consolidation |
Note |
Name |
Country |
Direct Shareholding % |
Indirect Shareholding % |
Direct and Indirect Holding |
Relation that dictated the consolidation |
Note |
IRF EUROPEAN FINANCE INVESTMENTS LIMITED |
BERMUDA |
|
|
Parent |
|
|
MIMOSA TRADING SA |
MARSHALL ISLANDS |
100.00% |
0.00% |
100% |
Percentage Ownership |
Direct Stake |
MYRTLE TRADING COMPANY |
MARSHALL ISLANDS |
100.00% |
0.00% |
100% |
Percentage Ownership |
Direct Stake |
PROTON BANK GROUP |
|
|
|
|
|
|
PROTON BANK SA |
GREECE |
20.60% |
0.00% |
20.60% |
Control |
Direct Stake |
FIRST GLOBAL BROKERS SA |
SERBIA |
0.00% |
16.63% |
16.63% |
Control |
Indirect stake through 'Proton Bank' |
PROTON MUTUAL FUNDS SA |
GREECE |
0.00% |
20.58% |
20.58% |
Control |
Indirect stake through 'Proton Bank' |
OMEGA INSURANCE BROKERS SA |
GREECE |
0.00% |
13.60% |
13.60% |
Control |
Indirect stake through 'Proton Bank' |
PROTON INSURANCE SA |
GREECE |
0.00% |
18.80% |
18.80% |
Control |
Indirect stake through 'Proton Bank' |
INTELLECTRON SYSTEMS SA |
GREECE |
0.00% |
11.46% |
11.46% |
Control |
Indirect stake through 'Proton Bank' |
ASSOCIATES |
|
|
|
|
|
|
Omega Portfolio Investment SA |
GREECE |
0.00% |
6.01% |
6.01% |
|
Indirect stake through 'Proton Bank' |
DISPOSAL OF SHAREHOLDING IN PROTON: On 24 September 2008,
IRF sold 10 million shares in Proton Bank for a gross sales price of €65
million. The consideration for this disposal was in the form of cash. Following
IRF's disposal of these shares in Proton Bank, the IRF directors holding
positions on the Board of Directors of Proton Bank resigned. As at 30
September 2008, IRF held approximately 2.9 million shares in
Proton Bank, representing an interest of approximately 4.65%. As at 31
December 2008, IRF had disposed of its entire investment in Proton
Bank. The results of Proton Bank's Group were consolidated
in the financial statements of IRF, as discontinued operations, up to the
date of the disposal (note 8).
Information on consolidation
MIMOSA TRADING SA: This company is duly incorporated and filed
articles of incorporation under the provisions of the Marshall Islands Business
Corporation Act on 6 July 2007. IRF is the owner of five hundred
(500) fully paid and non-assessable shares of the capital stock of the
corporation. The aggregate number of shares of stock that this
company is authorized to issue is five hundred (500) registered and/or bearer
shares without par value.
MYRTLE TRADING COMPANY: This company is duly incorporated and
filed articles of incorporation under the provisions of the Marshall Islands
Business Corporation Act on 6 July 2007. IRF is the owner of five
hundred (500) fully paid and non-assessable shares of the capital stock of the
corporation. The aggregate number of shares of stock that this
company is authorized to issue is five hundred (500) registered and/or bearer
shares without par value.
5. REALISED GAIN FROM DISPOSAL OF FINANCIAL ASSETS HELD FOR
TRADE
During the second quarter of 2009, IRF engaged in significant investing
activities, trading selected stocks and securities on the Athens Stock Exchange.
The Company acquired a total of approximately € 35.7 million (acquisition cost)
of listed securities and disposed of them for a total of approximately € 49
million, realising a profit of aproximatelly € 13.3 million.
6. DIVIDEND AND OTHER INCOME
As mentioned above, the major investment of IRF is the placement in MIG.
At an ordinary General Meeting held on 9 June 2009, MIG's
shareholders resolved to distribute €0.20 per share in the form of a
constructive dividend. The record date for the determination of the
beneficiaries was set as 26 June 2009. Τhe date of payment was set
as 9 July 2009. IRF, according to the above dates and the relevant
participation, was entitled to approximately €16.3 miillion. Shareholders were
offered the option to reinvest the constructive dividend in return for MIG
shares in whole or in part, at a price of €2.76 per share, notably
equal to the average closing price of MIG's shares on the Athens Stock Exchange
in the first five sessions during which the share was traded without the right
to capital refund, discounted by 10%.
7. IMPAIRMENT LOSSES
As at 31 December 2008, the total amount of approximately
€185,146,000 was recognised as an impairment loss, generated from the difference
between the acquisition cost of the investments classified as 'available for
sale' and fair value of the aforementioned portfolio. Following the stipulations
of IAS 39, when in a subsequent period after the initial impairment, the decline
in the fair value of an 'available for sale' financial asset continues, the
difference between the new fair value and the previous evaluation is recognised
in profit or loss. The amount of €17,397,423.99 was generated from the
difference between the carrying amounts of the investments classified as
'available for sale' as at 31 December 2008 and fair value of the
aforementioned portfolio at the end of the previous quarter (31 March
2009). As at 30 June 2009 the portfolio's difference
between the fair value and the 1st quarter evaluation increased
positively by approximately €33.87 million. This difference has been
recognised directly to equity.
8. DISCONTINUED OPERATIONS
8.1 NET LOSS FROM DISCONTINUED OPERATIONS
On 24 September 2008, IRF sold 15.95% investment in
Proton Bank from its 20.6% interest. The results of Proton Bank's Group were
consolidated in the financial statements of IRF, as discontinued operations, up
to the date of the disposal and for the comparative periods. Net profit from
discontinued operation is analyzed as follows:
|
Amounts presented in € '000 |
30/06/2008 |
1/4 - 30/06/08 |
Amounts presented in € '000 |
30/06/2008 |
1/4 - 30/06/08 |
Interest and similar income |
63,761 |
31,861 |
Interest and similar charges |
(42,679) |
(20,955) |
Net interest income |
21,082 |
10,906 |
Fee and commission income |
17,135 |
6,707 |
Fee and commission expense |
(2,625) |
(1,798) |
Net fee and commission income |
14,510 |
4,909 |
Income from insurance services |
17,251 |
7,610 |
Expenses from insurance services |
(4,209) |
(2,191) |
Net income from insurance services |
13,042 |
5,419 |
|
|
|
Dividend income |
1,073 |
1,070 |
Net trading income |
(12,164) |
(5,622) |
Net income from financial instruments designated at fair value |
7,010 |
(415) |
Other operating income |
1,078 |
608 |
|
|
|
Total net income |
45,630 |
16,876 |
|
|
|
Staff costs |
(14,845) |
(7,750) |
Other operating expenses |
(12,977) |
(6,981) |
Depreciation |
(3,816) |
(1,904) |
Insurance claims |
(10,572) |
(5,012) |
Impairment losses on financial assets and non financial assets |
(3,063) |
(3,011) |
Total operating expenses |
(45,272) |
(24,657) |
Share of (losses)/profits of associates |
(899) |
(187) |
Loss before tax |
(542) |
(7,968) |
Less: Income tax |
(1,216) |
924 |
Loss after tax from discontinued operations |
(1,758) |
(7,044) |
Impairment of goodwill previously recognised |
(7,720) |
(7,720) |
Net loss after tax from discontinued operations |
(9,477) |
(14,764) |
9. CASH AND OTHER EQUIVALENTS
Amounts presented in € '000 |
30/06/2009 |
31/12/2008 |
Petty cash |
1 |
1 |
Deposits placed in financial institutions |
22,580 |
3,569 |
Time deposits |
106,751 |
145,039 |
Total |
129,333 |
148,610 |
10. TRADING PORTFOLIO AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH
PROFIT & LOSS
|
Amounts presented in € '000 |
|
Amounts presented in € '000 |
|
Trading portfolio |
30/06/2009 |
31/12/2008 |
Corporate entities bonds |
637 |
3,688 |
Equity securities |
3,498 |
2,276 |
Total |
4,135 |
5,965 |
11. INVESTMENT PORTFOLIO
|
Amounts presented in € '000 |
|
|
Amounts presented in € '000 |
|
|
Available-for-sale |
30/06/2009 |
31/12/2008 |
Equity securities |
276,218 |
248,508 |
Total |
276,218 |
248,508 |
Investment in MIG constitutes the major investment in IRF's portfolio
as at 30 June 2009.
12. OTHER ASSETS
|
Amounts presented in € '000 |
|
Amounts presented in € '000 |
|
Trading portfolio |
30/06/2009 |
31/12/2008 |
Dividend income (note 6) |
18,198 |
- |
Prepayments to third parties |
5 |
63 |
Brokerage fees & settlements receivables |
- |
381 |
Other receivables |
52 |
163 |
Total |
18,254 |
607 |
13. LONG TERM LOANS
Amounts presented in € '000 |
30/06/2009 |
31/12/2008 |
Long-term loans |
198,134 |
198,393 |
Total |
198,134 |
198,393 |
The loan bears interest of 3 month Euribor plus 2.75% spread and 0.6%
Greek Law contribution. From the implementation of IAS 39, the effective rate
has been calculated to 4.98% as at 30 June 2009 and 6.37% as at 31
December 2008. All investment portfolio and cash accounts of IRF are
assigned as collateral to the loan which is repayable in full by September 2011.
14. OTHER LIABILITIES
Amounts presented in € '000 |
30/06/2009 |
31/12/2008 |
Salaries payable |
8 |
17 |
Brokerage transactions |
709 |
- |
Suppliers and other third party liabilities |
197 |
1,739 |
Total |
914 |
1,755 |
15. SHARE CAPITAL & SHARE PREMIUM
Amounts in €' 000 |
Number of shares |
Nominal value $ |
Share capital in $ |
Share capital |
Share premium |
Total |
Opening balance at 1 January 2009 |
124,832,394 |
- |
187 |
147 |
400,443 |
400,590 |
Share premium returned to shareholders |
|
|
|
|
(17,951) |
(17,951) |
Closing balance at 30 March 2009 |
124,832,394 |
- |
187 |
147 |
382,491 |
382,639 |
At a Special General Meeting of the Company held on 21 May 2009,
the shareholders resolved to reduce the Company's share premium account from
US$520,344,639.17 to US$495,378,160.37, enabling an amount of US$0.20 per common
share to be paid to holders of the Company's common shares. The amount was paid
to shareholders on 9 June 2009. The reduction of share premium
does not reduce the authorised or issued share capital of the Company or the
nominal value of the shares of the Company.
As at 30 June 2009, there are 13,596,541 Warrants
outstanding which may be exercised by 14 November 2009.
16. CASH AND CASH EQUIVALENTS - CASH FLOW STATEMENT
In the 30 June 2008 comparatives, the Cash and Cash
equivalents for the Cash Flow Statement also contain the balances from Proton
Group. For the purposes of preparing the Cash Flow Statement of the Group for 30
June 2008, the short-term placements in other financial institutions,
which are either immediately available or available within 90 days, were
included in the cash account.
Amounts presented in € '000 |
30/06/2009 |
30/06/2008 |
Cash and balances with Central Bank |
- |
37,141 |
Petty cash |
1 |
1 |
Deposits placed in other financial institutions |
22,580 |
110,132 |
Time deposits |
106,751 |
1,892 |
Loans and advances to financial institutions |
- |
132,300 |
Asset held for sale |
- |
223 |
Total - Included in cash and cash equivalents |
129,333 |
281,690 |
17. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the net profit
attributable to shareholders by the weighted average number of shares in issue
during the year. Diluted earnings per share are calculated by adjusting the
weighted average number of common shares outstanding to assume exercise of the
warrants. Basic and diluted earnings per share are analysed below:
|
Six month period |
Three month period |
Amounts presented in € '000 |
1/1 - 30/06/09 |
1/1 - 30/06/08 |
1/4/- 30/06/2009 |
1/4 - 30/06/08 |
Basic earnings per share |
|
|
|
|
Profit from continuing operations and discontinued operations
attributable to the parent Company's shareholders |
9,432 |
4,596 |
23,239 |
11,624 |
Weighted average number of shares in issue |
124,832,395 |
124,832,395 |
124,832,395 |
124,832,395 |
Basic earnings per share ( €/Share ) |
0.08 |
0.04 |
0.19 |
0.09 |
|
|
|
|
|
Profit from continuing operations attributable to the parent Company's
shareholders |
9,432 |
12,284 |
23,239 |
20,607 |
Weighted average number of shares in issue |
124,832,395 |
124,832,395 |
124,832.395 |
124,832.395 |
Basic earnings per share ( €/Share ) |
0.08 |
0.10 |
0.19 |
0.17 |
Diluted earnings per Share |
|
|
|
|
Net Profit attributable to the parent Company's shareholders |
9,432 |
4,596 |
23,239 |
11,624 |
Weighted average number of shares |
124,832,395 |
124,832,395 |
124,832,395 |
124,832,395 |
Plus: Shares with no consideration (adjustment in number of shares due
to probable exercise of Warrants) |
- |
2,329,215 |
- |
2,788,577 |
Weighted average number of shares for the purposes of diluted earnings
per share |
124,832,395 |
127,161,610.29 |
124,832,395 |
127,620,972 |
Diluted earnings per share (€/Share ) |
0.08 |
0.04 |
0.19 |
0.09 |
|
|
|
|
|
Net Profit from continuing operations attributable to the parent
Company's shareholders |
9,432 |
12,284 |
23,239 |
20,607 |
Weighted average number of shares |
124,832,395 |
124,832,395 |
124,832,395 |
124,832,395 |
Plus: Shares with no consideration (adjustment in number of shares due
to probable exercise of Warrants) |
- |
2,329,215 |
- |
2,788,577 |
Weighted average number of shares for the purposes of diluted earnings
per share |
124,832,395 |
127,161,610.29 |
124,832,395 |
127,620,972 |
Diluted earnings per share (€/Share ) |
0.08 |
0.10 |
0.19 |
0.16 |
The effect of IRF's 'Offering' of warrants on diluted earnings per
share for the first summester of 2009 has not been taken into consideration
since it is anti-dilutive. Also the effect of Proton's stock option plan on
diluted earnings per share has not been taken into consideration for the
comparative first summester of 2008 since it is anti-dilutive.
18. RELATED PARTIES TRANSACTIONS
18.1 Transactions between companies included in consolidation
Transactions of the parent company with Subsidiaries |
|
|
Amounts presented in € '000 |
30/06/2009 |
31/12/2008 |
Liability accounts |
|
|
Other liabilities |
71,025 |
70,881 |
Total |
71,025 |
70,881 |
Amounts presented in € '000 |
30/06/2009 |
30/06/2008 |
Income |
|
|
Dividend income |
- |
2,582 |
Interest income |
- |
433 |
Total |
- |
3,016 |
The aforementioned balances of the Company have been eliminated from
the consolidated financial statements.
18.2 Transactions with Associates
Amounts presented in € '000 |
30/06/2009 |
30/06/2008 |
Income /Expenses |
|
|
Other operating income |
- |
70 |
Interest and similar expenses |
- |
(95) |
Total |
- |
(25) |
18.3 Transactions with Management and Members of the Board of Directors
No salaries or loans were paid to the Directors of the Company for the
period, apart from salaries paid to the CEO of the Company.
|
Transactions with Management and Members of the Board of Directors |
Amounts presented in € '000 |
30/06/2009 |
31/12/2008 |
Transactions with Management and Members of the Board of Directors |
Amounts presented in € '000 |
30/06/2009 |
31/12/2008 |
Liability accounts |
|
|
Other Liabilities |
8 |
1,009 |
Total |
8 |
1,009 |
|
|
|
|
30/06/2009 |
30/06/2008 |
Income |
|
|
Interest and similar income |
- |
862 |
Other income |
- |
674 |
Total |
- |
1,536 |
Expenses |
|
|
Remuneration |
(50) |
(2,802) |
Interest and similar expenses |
- |
(1,326) |
Other fees & expenses |
- |
(139) |
Total |
(50) |
(4,267) |
19. COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES
19.1 Contingent legal liabilities
As at 30 June 2009, there was no litigation pending
against the Group in connection with its activities.
19.2 Assets given as collateral
All investment portfolio and cash accounts of IRF are assigned as
collateral to IRF's long term loan.
20. POST-BALANCE SHEET EVENTS
There were no subsequent events according to the International
Financial Reporting Standards regarding the Group, which need to be mentioned.
21. APPROVAL OF INTERIM FINANCIAL STATEMENTS
Athens, 24 August 2009
Angeliki Frangou
_________________________________
Chairman, Non - Executive Director |
Loukas Valetopoulos
_________________________________
Chief Executive Officer, Director |
This information is provided by RNS
The company news service from the London Stock
Exchange
END
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