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CURSO DE PROFUNDIZACIÓN“DESARROLLO HUMANO Y FAMILIA” INFORME DE SESIONES
The Company was incorporated on 13 February 2014. Since its date of incorporation, it has conducted no operations. As described in ‘‘Principal and Selling Shareholder—Reorganisation’’, on 11 April 2014, the Company acquired RPG Byty by way of a contribution by the Selling Shareholder of the shares of RPG Byty to the Company. The value attributed to RPG Byty, which will be accounted for by the Company as share premium in a separate (freely) distributable reserve, amounted to CZK 9,860,060,000 (A359,462,632). The Company has used an amount of A3,555,000 of the share premium reserve to pay up the Shares that were issued on 11 April 2014.
Purchase accounting has not been applied, and no fair value adjustment of net assets and no goodwill in relation to the acquisition will be recorded on the statement of financial position of the Company as the transaction is not considered to be a business combination under IFRS.
As a result, if the Company had prepared consolidated financial statements, there would be no differences between such consolidated financial statements and the financial statements of RPG Byty in relation to the statement of comprehensive income or the cash flow statement. There would be certain immaterial differences in relation to the statement of financial position arising from the different nominal value of the shares of the Company and RPG Byty, which would result in a different allocation across the items comprising equity. In addition, in future periods there will be certain immaterial differences between the statement of comprehensive income of the Company and RPG Byty resulting from operating costs incurred at the level of the Company. These costs will include, among other things, a portion of the compensation of senior management (with the majority of such compensation being incurred at the level of RPG Byty) and certain costs associated with the listing of the Shares and ongoing reporting as a public company.
Due to the immaterial nature of the differences between the financial statements of the Company and RPG Byty, management of the Company is of the view that the financial statements of RPG Byty as of and for the periods included herein provide the information required to be presented herein in accordance with Item 20.1 of Annex I of Commission Regulation (EC) No 809/2004 and pursuant to the Dutch Financial Supervision Act, which is designed to ensure that investors and potential investors in the Offer Shares are aware of all information that, according to the particular nature of RPG Byty and of the Offer Shares, is necessary to enable investors and potential investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company and of the rights attaching to the Offer Shares.
The historical financial information of RPG Byty presented in this Prospectus has been prepared in accordance with IFRS as adopted by the EU. The financial statements as at and for the years ended 31 December 2011, 2012 and 2013 have been audited by KPMG ˇCesk´a republika Audit, s.r.o., RPG Byty’s independent auditors, as stated in their report appearing herein.
There has been no significant change in the financial or trading position of the Group since 31 December 2013 up to the date of this Prospectus.
Other Financial Measures
In this Prospectus, we present certain non-IFRS measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, funds from operations, or FFO, loan-to-value ratio, or LTV, European Public
Real Estate net asset value, or EPRA NAV, and similar measures which are not required by, or presented in accordance with, IFRS or any other accounting standards and are not audited. As used in this Prospectus, the following terms have the following meanings:
• ‘‘Adjusted EBITDA’’ means EBITDA, adjusted to exclude fair value adjustment on investment properties, gain/(loss) from sale of investment property and certain one-off costs;
• ‘‘Adjusted EBITDA margin’’ means Adjusted EBITDA divided by revenues from leasing of investment property;
• ‘‘EBITDA’’ means earnings before net financial expense, tax, depreciation and amortisation;
• ‘‘European Public Real Estate net asset value’’ or ‘‘EPRA NAV’’ means total assets less total liabilities; fair value of derivatives and deferred taxes are excluded;
• ‘‘funds from operations’’ or ‘‘FFO’’ means Adjusted EBITDA, plus revenue from property sales and interest received less interest paid and taxes paid;
• ‘‘loan-to-value ratio (total net debt)’’ or ‘‘LTV (total net debt)’’ means the ratio of total net debt to the fair value of our investment properties, which we estimate using our internal valuation model;
• ‘‘net operating income’’ or ‘‘NOI’’ means total revenues less consumption of material and energy, service expenses (excluding consultancy charges) and property taxes and government fees;
• ‘‘total debt’’ means long-term interest bearing loans, which include bank loans for the refurbishment of certain properties, the Revolving Credit Facility, long-term obligations under finance leases, short-term obligations under finance leases, short-term interest bearing loans and borrowings and the fair value of derivative liabilities; and
• ‘‘total net debt’’ means total debt, minus cash and cash equivalents (excluding restricted cash) and loan receivables from related parties.
We believe that the presentation of EBITDA and Adjusted EBITDA is helpful to investors because these and similar measures are widely used by certain investors, security analysts and other interested parties as supplemental measures of performance and liquidity. We believe that FFO is an important supplemental measure of our operating performance. We believe that FFO is an important liquidity indicator for real estate companies. We use the loan-to-value ratio to indicate room for optimisation of cost of capital for necessary financing measures. We believe that EPRA NAV is an important indicator of the intrinsic equity value of a real estate company.
These non-IFRS metrics are used by different companies for differing purposes and are often calculated in ways that reflect the particular circumstances of those companies. You should exercise caution in comparing our use of these metrics to such metrics or other similar metrics as reported by other companies. None of these metrics is a measurement of performance under IFRS and you should not consider these measures as an alternative to results from operating activities or net profit, or cash flows from operating, investing and financing activities, in each case determined in accordance with IFRS. These metrics do not necessarily indicate whether cash flow will be sufficient or available to meet our cash requirement and may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results, financial condition or the equity value of our portfolio. These metrics have limitations as analytical tools, and you should not consider them in isolation. Valuation Report
CBRE prepared a valuation of our portfolio and issued a report dated 23 April 2014 on the basis of fair value (the ‘‘Valuation Report’’) in accordance with the valuation standards contained within the Royal Institution of Chartered Surveyors Valuation—Professional Standards 2012. The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value determined by CBRE is based on certain qualifications and assumptions (including tenure, ownership, leasing, town planning, and the condition and repair of buildings and sites, including environmental matters), estimates and projections and only a representative sample of our properties were inspected in accordance with the terms of the report. We cannot assure you that the projections or assumptions used, estimates made or procedures followed in the valuation of our portfolio are correct, accurate or complete.
Any opinions or conclusions reached in the Valuation Report are dependent upon these assumptions, estimates and projections that may or may not occur.
CBRE stated in its report that its valuation involved sufficient current local and national knowledge of the particular property market, and that it has the skills and understanding to undertake the valuation competently. All conclusions are based on information available at the time of review. Changes in factors upon which the review was based could affect the results. Forecasts are inherently uncertain because of events or combinations of events that cannot reasonably be foreseen, including the actions of government, individuals, third parties and competitors. There is no implied warranty of merchantability or fitness for a particular purpose to apply.
Data based on the Valuation Report, which is included in this Prospectus, involves risks and uncertainties and is subject to change based on a variety of external factors, including those discussed in ‘‘Risk Factors’’. Neither CBRE, nor any person acting on its behalf, makes any warranty, express or implied, or assumes any liability with respect to the reliance upon or use of any information or analysis disclosed in the Valuation Report. It is important to note that the ‘‘fair value’’ determined by CBRE in the Valuation Report with respect to our portfolio is different from the ‘‘fair value’’ of our investment properties included in the audited financial statements included elsewhere in this Prospectus. The difference is small and is mainly due to a slight difference in the discounted cash flow model used in the calculation. For a description of the projections, assumptions and estimates used in the determination of the fair value of our portfolio in the Valuation Report, see pages A20-24 and A74-77 of the Valuation Report included in this Prospectus. For a description of the projections and significant assumptions made in determining the fair value of the investment properties in the audited financial statements, see note 11 to the audited financial statements as at and for the year ended 31 December 2011 and note 10 to the audited financial statements as at and for the years ended 31 December 2012 and 2013 included in this Prospectus.
Except for the Valuation Report, no information construed as expert representations or reports have been used in this Prospectus. Such information has been quoted accurately and, as far as the Company is aware and to the extent that it may determine based on the information published by the experts, no fact has been omitted that could make the quoted information inaccurate or misleading.
At the Company’s request, CBRE prepared the Valuation Report, which is included in full as an Annex to this Prospectus. The Valuation Report has been included with the consent of CBRE.
CBRE has its registered office at Palladium, Nam. Republiky 1a, Prague 1, Czech Republic. The CBRE team comprises valuers registered with the Royal Institution of Chartered Surveyors and other real estate professionals.
Operating Data
Certain data relating to our tenants, properties and rent levels included in this Prospectus, including the ages and employment status of our tenants, quality classifications and status of renovations of our properties and market rates for rent, are derived from our operating systems or management estimates, are not part of the audited financial statements or financial accounting records, are not subject to internal controls over financial reporting and have not been audited or otherwise reviewed by outside auditors, consultants or experts. See ‘‘Business—Overview of Portfolio’’. Unless otherwise indicated, all operating data presented in this Prospectus is as at or for the year ended 31 December 2013.
In this Prospectus:
• ‘‘bad debt percentage rate’’ means, for any period, bad debt expense during the period divided by the sum of revenues from the leasing of investment property and revenues from services rendered in connection with the leasing of investment property (i.e. mainly utility costs in respect of properties);
• ‘‘market rate’’ means the rental rate that we charge tenants who lease newly vacated properties; • ‘‘net cold rent’’ means the amount of contractual rent excluding service charges and ancillary costs that are
allocated to tenants, such as costs for utilities;
• ‘‘post-regulated rate’’ means the rental rate that we charge tenants who had a lease agreement with RPG Byty prior to 31 December 2010 and entered into new lease agreements following such date as part of our rent normalisation programme;
• ‘‘turnover’’ means, for any period, the number of residential units that were vacated and re-leased during the period;
• ‘‘unit turn cost’’ means costs related to repairs to an apartment following a tenant’s departure; and • ‘‘vacancy’’ means, for any period, the number of residential units that were vacant at the end of the
period.
Unless otherwise indicated, operating data presented on a per sqm basis is calculated using the gross sqm of our residential portfolio.
Adjustments
Certain numerical information and other amounts and percentages presented in this Prospectus have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.