TIDMAREO
RNS Number : 3677G
Argo Real Estate Opportunities Fd
28 June 2012
AIM code: AREO
28.06.12
Argo Real Estate Opportunities Fund Limited
(the "Company"/ "AREOF" / "Group")
Interim Results for the 6 months ended 31 March 2012
Argo Real Estate Opportunities Fund Limited, the closed-ended
investment company formed for the purpose of investing primarily in
the commercial property markets of Central and Eastern Europe,
today announces its interim results for the year ended 31 March
2012.
Key Points:
-- Adjusted NAV per share(1) of EUR0.1152 (30 September 2011
EUR0.1241).
-- NAV per share of EUR0.1012 (30 September 2011 EUR0.1081).
-- Losses in the period of EUR4.9m (31 March 2011 profits
EUR10.8m) which included losses on investment property values of
EUR6.1m.
-- Completion of the development of the 16,000 sqm shopping mall
of Era Shopping Park, Oradea in early spring 2012.
-- Signing of key leases with C&A, Domo/Toyplex and H&M
at Sibiu Shopping City.
-- Restructured terms agreed with Proton Bank on the Company's
current EUR25.9m facility whereby this has been extended through to
31 December 2016 with a reduced rate of interest and option to roll
up part of the interest falling due up to December 2014.
(1)Adjusted NAV is calculated before any deferred tax
liability
Further information:
Argo Real Estate Opportunities Fund
Limited
David Clark, Chairman
Nominated Adviser and Broker +44 (0)1481 735 540
finnCap Limited
Henrik Persson
Matthew Robinson
Joint Broker
Shore Capital
Edward Mansfield
Financial Public Relations +44 (0) 0207 220 0500
Bishopsgate Communications
Nick Rome/ +44 (0) 207 408 4090
Sam Allen
argo@bishopsgatecommunications.com +44 (0) 207 562 3350
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
CHAIRMAN'S STATEMENT
This report sets out the results for Argo Real Estate
Opportunities Fund Limited ("AREOF"/ "Company"/ "Group") covering
the 6 month period ended 31 March 2012 and discusses its progress
in the ongoing development and active asset management of its
retail and mixed-use commercial property investments in Central and
Eastern Europe.
Financial Performance
The NAV per share and Adjusted NAV per share as of 31 March 2012
are EUR0.1012 and EUR0.1152 (see Note 4) reflecting a decrease of
EUR0.0069 and EUR0.0089 respectively in the 6 month period since 30
September 2011. This decrease has arisen principally from the
decline in the market values of the Group's property assets where
the uncertainties regarding the future direction of the Eurozone
and the potential impact on banking facilities has resulted in an
additional level of risk being applied in the valuation of the
Group's assets.
The financial statements for the period to 31 March 2012 show a
loss attributable to equity shareholders of EUR4.1m which includes
a net loss from fair value adjustment on investment properties of
EUR6.1m.
Dividend
The Board has resolved that the Company will not declare a
dividend for the period as it continues to utilise its resources to
maximise liquidity within the Company during the current turbulent
and hostile trading conditions.
Operating Activities
While the markets within which the Group operates continue to
stabilise, the uncertainties surrounding the Eurozone crisis
continue to provide risks and impact any recovery in trading
conditions.
In Romania, the conditions are particularly challenging where
along with the macro-economic effects the pressures from competing
centres in several of the regions in which the Group operates
changes the balance of negotiation very much in favour of the
tenant, both in terms of current leases where rental concessions
continue to be sought and also for new tenants who seek turnover
only rents as well as rent free holidays and/or fit-out
contributions for the larger retailers.
The effect of all these tenant concessions is to continue the
lower level of such incomes on a like for like basis being
generated which in turn impacts the Group's cash flow which, while
being proactively managed, continues to put pressure on the Group's
loan covenants. In the instances where covenant breaches have
occurred, the effects of such trading environment difficulties have
been fully recognised by the relevant banks who continue to fully
support the Group's activities by providing time limited
amortisation and covenant holidays. Negotiations with certain of
the Group's banks are ongoing regarding restructuring of the debt
to align terms more closely to those that can be supported by the
current reduced level of income pending stronger recovery in market
conditions.
Despite the challenging trading environment the Company's first
investment in the 47,000 sqm Sibiu Shopping City, Romania along
with its subsequent 30,000 sqm Phase 3 extension continues to
maintain its trading dominance in the region.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
CHAIRMAN'S STATEMENT (continued)
As part of the completion of the recent asset management
initiative creating a new gallery linking the Real and Carrefour
hypermarkets, along with certain reconfiguration of existing
tenants, leases have been signed with C&A, Domo/Toyplex and
H&M. The second part of the project providing a new external
entrance lobby for the mall is now due to be completed in July
2012.
While the Company's 50,000 sqm development undertaken on the
Suceava Shopping City continues to trade with a 98% tenant
occupancy, competition within the city is fierce and while
international retailers trade at a satisfactory level, the
requirement for tenant concessions is particularly necessary for
local tenants. With a number of leases coming up for renewal over
the next 18 months the objective is to attract larger unit tenants
and enhance the tenant mix.
The recently acquired 65,700 sqm Era Shopping Park, Oradea,
anchored by leading tenants Carrefour. Altex and Bricostore
completed its development of its 16,000 sqm shopping mall in early
spring 2012. Leasing conditions within the area remain challenging
with strong competition from two existing competing centres. The
key Mobexpert anchor tenant is currently anticipated to open its
store in July and this is expected to further drive tenant
interest.
The likewise recently acquired 49,800 sqm Era Shopping Park,
Iasi anchored by prominent international retailers Praktiker,
Decathlon, Carrefour and Mobexpert operates in a city with strong
competing centres although reducing rental concessions in 2012 are
strengthening the project cash flow. With final agreement and
documentation of the restructured EUR77m debt facility due to be
completed shortly the final phase development of the 28,000 sqm
shopping mall should be commence construction this summer.
The Company's first Ukrainian investment property, the 83,000
sqm Riviera Shopping City, Odessa, anchored by key tenants
including Real Hypermarket, Inditex fashion brands (Zara,
Stradivarius, Bershka, Pull & Bear), Obi DIY store, as well as
a 12-lane City Bowling leisure complex and a nine-screen IMAX
multiplex cinema continues to trade well with near 100% tenant
occupancy and continuing year on year increases in income and
footfall. A recent asset management initiative creating an
attractive fashion gallery and enhancing annual income completed in
June 2012.
The Group's previously acquired land assets in Nikolaev, Ukraine
and also in and around Chisinau, Moldova, continue to be land
banked as development under current economic conditions is not
financially viable. Nonetheless, opportunities continue to be
sought and appraised in respect of these assets in order to
maximize shareholder value.
Comprehensive details of all the projects entered into by the
Company are further explained in the Investment Manager's report on
page 7.
Financing Facilities
The Group has successfully renegotiated and agreed terms with
its existing Banks on several of its loans.
KBC agreed a further quarter's amortisation holiday in the
period providing the development cash flow to complete the final
phase of the current asset management initiative at Sibiu Shopping
City, now due to be completed in July 2012.
Proton Bank has agreed to a EUR29.3m facility which allows the
existing facilities to be extended to a maturity date at 31
December 2016. Under the agreed terms a reduced rate of interest is
agreed, payable annually at December each year with the option to
roll up 50% of the interest due on the December payment dates up to
December 2014. Agreed terms have been documented and signed.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
CHAIRMAN'S STATEMENT (continued)
Accounting Practices
The Group has continued to apply International Financial
Reporting Standards ("IFRS"), as endorsed for use in the European
Union, in the following unaudited consolidated financial
statements. The Group's presentational currency is the euro.
Shareholder Communication
The Investment Manager aims to keep shareholders and other
interested parties informed of developments through its website:
www.argocapitalproperty.com.
Director Changes
Louis Plowden-Wardlaw and Robert Brown stepped down as directors
of the Company with effect from 13(th) June 2012 and 21(st) June
2012 respectively. Both Louis and Robert were directors of the
Company for over 5 years and I wish to thank them for their valued
service during this period.
Outlook
The ongoing turmoil in the Eurozone continues to act as a major
drag on the economic performance of both Romania and Ukraine, the
Company's key markets. This trend is almost certain to continue in
the near future. Although the International Monetary Fund expects
both economies to grow in size in 2012, the rate of growth will see
a marked slowdown on that seen in 2011. This downward growth path
is unlikely to be reversed as long as the sovereign debt crisis
continues to rage in the Eurozone.
International investors are employing a "wait and see" approach
as regards deploying capital in South Eastern Europe until a
clearer picture emerges of how the Eurozone crisis might be
resolved. The same can be said of the region's banks which remain
reluctant to provide debt financing for investments in the sector.
Against this background, property prices can only but remain
depressed.
The Group remains focused on measures to boost cashflow and on
carefully budgeted asset management initiatives aimed at maximising
the return on its portfolio. Such initiatives leave the Company
well placed to benefit from any upturn in its core markets.
David Clark
Chairman
27 June 2012
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INVESTMENT MANAGER'S REPORT
The Investment Manager implements a focused strategy on behalf
of AREOF to create an institutional quality retail property
portfolio in leading primary and secondary cities in Central and
Eastern Europe with a particular focus on Romania, Ukraine and
Moldova. The Manager is repositioning the portfolio to take
advantage of a potential macroeconomic improvement in the region
through strong asset management, the search for low-cost
acquisitions that would increase the visibility of the portfolio
and attract new investors and by continuous negotiations with new
and existing banks to refinance debt at improved terms.
During 2011 the economic environment in which the Group operates
continued to stabilise however current uncertainty surrounding
developments in Greece and the Eurozone could pose a substantial
risk. Ukraine proved to be a more strong market although impending
national elections are forcing international retailers to postpone
expansion plans. Romania continues to enjoy the competitive
advantages that it had prior to the crisis that started in 2008 and
that is evidenced in a modest GDP growth of 1.5% and low
unemployment in the larger cities especially in Bucharest. The
skilled, productive yet cheap labour force will continue to be in
demand by foreign companies looking to cut costs, however these
advantages that Romania enjoys are unlikely to overcome the supply
side impact of a continuing Eurozone crisis.
In Romania, the retail market remains challenging as purchasing
power and disposable incomes remain low, even though a 6% rise in
incomes was registered in 2011, especially in secondary cities. In
2011 retail sales registered a 3.3% decline, but mostly as a result
of food sales decreases, whereas non-food sales were stable.
Dominant centres experienced stable sales. Average rents and
occupancy levels were also stable as non-food retail sales
stabilised and next to no supply of new modern retail space came to
the market. However, tenants are looking to shift market risk to
the landlords by insisting on turnover rents only.
In Ukraine, the overall macroeconomic situation continues to
improve with wages rising annually by some 15%. That has an obvious
impact on retail turnover which registered a similar annual
increase of around 16%. In Odessa, the supply of modern retail
space remains at well below Central & Eastern European levels,
despite the city's relative prosperity. A recently opened shopping
centre in the west part of the city has not impacted trading in
Riviera Shopping City.
Rental concessions to certain Romanian tenants continue to be
necessary and as a result the Company's cash flow still remains
weak requiring the support from the project company banks. As
described in previous reports these concessions are time limited,
although the Manager believes that they will be in place for the
next 12-24 months. Competitive forces in certain cities in which
the Company's centres operate, notably Oradea, Iasi, Suceava,
together with a generally weak macroeconomic climate, force
landlords to be price takers.
General capital market activity in Romania and the Ukraine has
been relatively subdued with a general lack of risk appetite and
sufficient funding to execute transactions. In Romania there have
been only a handful of transactions of developable land and exiting
income generating assets mostly as a result of the lack of debt
financing. For now there are only 2-3 banks that are providing
development financing and the process of fulfilling conditions
precedent for drawing down debt are at best arduous.
As previously advised, the Manager successfully renegotiated
terms for Sibiu, Suceava, Era Oradea and Odessa and further term
negotiations are in progress.
The six month period to 31 March 2012 has seen a EUR4.2m
decrease in the NAV attributable to equity holders largely due to
the net decline of Group asset values reflecting the greater risks
of Eurozone uncertainty and lack of property transaction activity
particularly in Romania. The Group obtained third party valuations
from independent valuers on the portfolio of its property assets as
at 31 March 2012.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INVESTMENT MANAGER'S REPORT (continued)
The key property asset effects on the NAV during the period
were:
- Sibiu Shopping City: a decrease in carrying value of
EUR2.0m,
- Suceava Shopping City: a decrease in carrying value of
EUR3.0m,
- Era Shopping Park, Iasi: a decrease in carrying value of
EUR2.1m,
- Era Shopping Park, Oradea: a decrease in carrying value of
EUR2.5m, and
- Riviera Shopping City, Odessa: an increase in carrying value
of EUR3.5m.
Where the Group provides incentives to its customers, both in
terms of fit-out contributions or rental concessions, the cost of
these incentives is recognised over the lease term, on a straight
line basis, as an adjustment to rental revenue. Incentive
adjustments of EUR0.6m were added to rental income in the period to
31 March 2012 and accumulated incentives at the period end amounted
to EUR10.6m, as detailed in note 5 to the financial statements.
In the current commercial environment, the Investment Manager
continues to focus on the proactive asset management of the
existing properties, the completion of the bank finance
restructuring and development of the Era Iasi asset and the
management of existing cash flow and implementing targeted asset
management initiatives, in co-operation with our lending banks.
Under current market conditions the following risks continue to
exist for the Company:
i) Although certain of the project subsidiary companies remain
cash flow positive, principally as a result of past lender
concessions by way of amortisation holidays granted, the
restrictive use of any surplus funds means that the negative
situation of the Company continues. Further equity or other
infusion of cash will be required later in 2012.
ii) The weakness and slowness of recovery in the local retail
environments causing existing tenants to request reductions in rent
which reduces the level of the Group's income sufficient to service
its debts on full repayment basis without further bank concessions
being agreed.
Despite the challenging environment the Company continues to
consider and pursue discrete asset and strategic disposal
discussions where there are any credible indications of
interest.
Transaction Overviews
European Retail Park Sibiu, Romania
AREOF's Sibiu Shopping City, was acquired in November 2006, and
through continued asset management remains the strongest centre
within the Romanian asset portfolio.
The retail park was expanded both in 2007 and 2008, with a
number of extensions and reconfigurations (known as "Phases 2 and
3"). The connection building between the two Phases was completed
in 2011 and has generated increased traffic for Carrefour.
The Manager has focused on the creation of larger units within
the Mall in order to secure further anchor tenants. Leases signed
with C&A, Domo and H&M has strengthened its position as the
most successful shopping centre in central Romania. Decathlon is
currently negotiating for a unit of 2,300 sqm in the new
connection, which if secured will take the projects occupancy to
over 93%. Kiabi declined to open their unit in the Mall despite
having signed a lease and the Manager negotiated a material penalty
payment for the lease surrender. H&M have replaced this tenant
and will open their 1,500 sq m unit in October.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INVESTMENT MANAGER'S REPORT (continued)
The final phase of the current asset management initiative for a
new mall entrance is currently under development and will be
completed by the end of July 2012. These initiatives are being
successfully completed by way of partial funding from the KBC-led
senior lending syndicate together with a EUR1.3m euro loan from the
Argo Group. The Argo loan has recently been refinanced by a loan
from a third party investment fund.
Although retail sales in the centre are improving, rental
concessions continue to be applied albeit at a reduced level from
the previous period. Current tenant occupancy is just below 90% and
is lower than was originally anticipated when the asset management
initiative was originated, reflecting a slower recovery in local
market conditions than originally anticipated. We expect the rest
of the year to be a challenging environment but with improving
traffic the tenants are reporting increasing sales.
Current financing arrangements include EUR59.5m of debt from KBC
Bank, fully swapped until loan maturity in November 2013 along with
a syndicated, five year investment loan of EUR27m from KBC,
Investkredit and Marfin/Laiki Bank. The continued decrease in
rental revenues in 2012 and the longer than anticipated lease up of
the new connection units has resulted in the requirement to
restructure amortisation payments this year.
The market value of the property as at 31 March 2012 was
EUR80.6m on Phase 1, against a 30 September 2011 valuation of
EUR82.1m; and a valuation of EUR33.5m on Phase 3, against a
comparative September 2011 valuation of EUR33.7 m. These falls are
in line with the general market decrease in values resulting from
the current concerns regarding the Hellenic region.
Suceava Shopping City, Suceava, Romania
The 50,000 sqm centre, faces strong challenges in the City, but
nonetheless, a letting occupancy level of 98% is maintained. As the
catchment area population is relatively small for the number of
shopping centres in the area, competition to secure and retain
tenants is fierce and significant rental discounts need to be
provided both currently and in the immediate future.
Rental discounts for the period to March 2012 have continued to
be provided but at a lower level than the previous period.
Carrefour's popularity continues to drive traffic and the centre's
existing international retailers are satisfied with the level of
their turnover. However, turnover for a number of local tenants is
low and the Manager's objective is to increase the number of
international tenants to strengthen the tenant mix. A third of the
tenant leases come up for renewal over the next 18 months, so this
creates opportunities for asset enhancement through the creation of
larger units and securing key anchor tenants. Negotiations are
ongoing with Decathlon for a unit of 1,700 sqm.
The current plan remains to continue stabilising the rental
revenues for the centre and retain the international brands through
the restructuring and lease extension of key tenants. The Manager
has commenced a cost saving review of the service and related
charges and will internalise the property management activity from
DTZ at the year end in order to further drive down costs.
The project has in place a EUR50m three year facility with Alpha
Bank of Greece, that expires in November 2012. The Company has
already been granted an amortisation payment holiday until April
2012 and is in the process of negotiating a restructuring of this
loan facility.
The 31 March 2012 market value of the property was EUR62.5m
against a 30 September 2011 valuation of EUR65.2m.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INVESTMENT MANAGER'S REPORT (continued)
Era Shopping Park, Oradea, Romania
Era Shopping Park, Oradea comprises some 65,700 sqm of retail
park, which opened Phase 1 of its development in March 2009 with
leading anchor tenants Carrefour, Altex, and Bricostore. Phase 2,
which comprises the 16,000 sqm Mall, was completed in early spring
2012. The final phase 3 of approximately 4,000 sqm will be
delivered dependent on specifictenant requirements.
The project has in place a EUR62.3m construction facility from
EFG, Banca Romanesca, Bancpost and Bank of Cyprus and the remaining
proportion of the facility has been drawn to complete the shopping
mall. In addition, the lenders are providing a standby facility of
EUR1.3m for financing tenant fit-outs, the availability period of
which expires at the end of June 2012 and an extension request has
been submitted for banks' approval.
The 8,000 sqm Mobexpert unit was handed over for tenant fit-out
in September 2011. However the tenant did not have sufficient funds
available to complete this fit-out and open in time for Christmas
as originally anticipated. This is a key anchor tenant and its
delayed opening has severely impacted on the leasing progress of
the Mall. The tenant has renegotiated the terms of the lease and
requested a fit-out contribution further to which The Manager has
secured the lenders' approval to provide EUR400,000 from available
facilities. It is expected that Mobexpert will now open in July
2012.
Leasing market conditions in Oradea remain challenging with
strong competition from two existing projects. Tenants are
requiring greater concessions from landlords, resulting in more
protracted negotiation periods. Phase 2 of the Mall has secured
additional demand from furniture operators, however a number of
tenants have suspended lease negotiations until the opening of
Mobexpert. Despite difficult market conditions there has been an
increase of tenant interest since completionof the Mall with a
number of units in the Gallery under active negotiations.
The market value of the property was EUR80.1m as at 31 March
2012, against a 30 September 2011 value of EUR80.3m.
Era Shopping Park, Iasi, Romania
Era Shopping Park, Iasi comprises some 49,800 sqm of retail park
of which Phase 1 of some 33,000 sqm comprising Carrefour, Praktiker
and the Gallery was completed in September 2008. The Gallery was
extended in September 2009 with the addition of an 8,000 sqm
Mobexpert furniture store and in May 2010 Decathlon purchased a 2.4
hectare site and constructed and opened their 3,000 sqm store.
Construction of the 28,000 sqm Mall extension is due to commence
this summer, which will connect to the existing Gallery. There is a
further 8 hectares of land available for sale to owner occupiers or
the development of further retail units. In addition, there is a
further 15 hectares of adjacent greenfield land suitable for longer
term development.
A EUR77m development facility provided by EFG, Banca Romanesca,
Bancpost and Bank of Cyprus is in place for the construction
finance of the total project, of which EUR60m has been drawn to
date. The restructuring of the existing facility has received
credit committee approvals and the facility agreement is under
negotiation. The completion of documentation on the restated
facility agreement is expected in the near future. The Mall
currently has all permits necessary to commence construction and
negotiations are progressing with a number of contractors. The
current construction program envisages delivery of Phase 1, 15,000
sqm by the summer of 2013 and Phase 2 of 13,000 sqm by November
2013.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INVESTMENT MANAGER'S REPORT (continued)
Rental concessions throughout 2012 are reducing, which has
improved project cash flows. Competition in the city has increased
with the recent opening of the Palais Shopping Centre in the heart
of the City. We believe that in the long term this will have a
greater impact on the city centre projects.
A number of asset management initiatives are currently being
pursued to improve circulation and strengthen tenant mix by
relocating a number of tenants within the Gallery. Occupancy for
the Park remains at 96%.
The market value of the property was EUR80.1m as at 31 March
2011 against a 30 September 2011 valuation of EUR82.1m.
Riviera Shopping City, Odessa, Ukraine
The Company's 83,000 sqm Riviera Shopping City centre in Odessa
initially opened in 2009 with key anchor tenants including Obi DIY
Store, Real Hypermarket, Inditex fashion brands Zara, Stradivarius,
Bershka, Pull & Bear and Oysho along with many others.
Subsequent phased completion of the development saw the successful
opening of the City Bowling and Leisure Complex along with the Imax
Multiplex Cinema.
Attendance and retailer sales continue to exceed estimates
confirming the Company's development as an important and
sustainable regional retail destination. The footflow of the Mall
for 2012 has increased by 23% compared with the same period of
2011.
The leasing situation of the centre has continually improved
since completion and its attractiveness has led to strong demand
amongst retailers for space in the centre which has resulted in the
occupancy level being near 100%.
The asset management initiative creating an attractive fashion
gallery in space previous occupied by an underperforming tenant is
currently being completed and when fully let will provide a further
increase to net revenue of approximately EUR0.7m.
Current financing arrangements consist of a EUR68m Marfin Bank
investment facility. Under the agreed loan terms there was an
initial eighteen month amortisation holiday which was further
extended by agreement with the Bank for a further twelve month
period through to June 2012. Given the steadily improving
performance of the centre as rental incomes stabilise and are added
to through management initiatives, it is expected that the Company
will be able to fully cover both interest and amortisation in the
future.
The market value of the property of EUR92.2 as at 31 March 2012
against a 30 September 2011 valuation of EUR88.5m.
Nikolaev, Ukraine, Freehold Development Site
The 20 hectare freehold plot is located about 5 km's outside of
the city centre on the primary motorway from Odessa and near a
future intersection with the planned Nikolaev ring road.
While there are very few land transactions currently in the
region the Company continues to appraise development or other
strategic opportunities to realise value from this asset. It is
felt that when market conditions improve this site could
accommodate a logistic warehouse park site servicing this important
port city or an out of town factory outlet retail project.
The freehold land is in ownership of the Company and carries the
same market value of EUR0.76m at 31 March 2012 as at 30 September
2011.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INVESTMENT MANAGER'S REPORT (continued)
Moldova Retail and Mixed Use Development Sites, Chisinau,
Republic of Moldova
In conjunction with a local partner, the Group is completing the
assembly of a retail and mixed-use development site in the historic
city centre of Chisinau, the Republic of Moldova's capital. The
Group also owns two further potential out-of-town retail and
mixed-use sites on prominent motorway locations on the periphery of
Chisinau.
The Investment Manager has entered into a commercial
relationship with a local partner for the exploitation of the
Company's land assets with the goal of realising equity proceeds
from these assets within the period through to April 2013.
The Moldovan asset market values as at 31 March 2012 totalled
EUR4.4m, which is the same valuation as at 30 September 2011.
Proton Corporate Loan
Since the period end the Company has agreed restructuring terms
with Proton Bank on both its original EUR25m facility and its
further short-term extension facility of EUR0.9m. Under the
restructured terms a EUR29.3m facility is provided through to 31
December 2016 with the option for annual interest, at a lower
agreed rate, to be part capitalised for the first three repayments
that are due through to December 2014. Agreed terms have been
documented and signed.
Outlook
The modest increase in asset prices during the first half of
2011 stalled midway through the year and experienced a reversal in
the second half of the year. To blame was the intensification of
the Eurozone crisis which has discouraged major investors from
putting money to work in the South Eastern European property sector
and caused the region's banks to become more cautions with regard
to providing debt financing for such investments. This trend
continued into 2012 and has intensified in recent months.
Economic forecasters predict the economies of Romania and
Ukraine, the Company's core markets, to once again outperform their
European counterparts in 2012. However, the Manager does not expect
this to result in any significant uplift in property prices.
Furthermore, this outperformance is unlikely to lead to any
material reduction in the level of tenant rental concessions
granted, nor make the securing of tenants for the recently
completed centre in Oradea any easier. As a consequence, cashflows
and debt covenants will remain under pressure.
The Company has so far successfully retained the support of its
lenders throughout the current crisis and the Manager expects this
to remain the case going forward, as exemplified by the recent
agreement between the Group and Proton Bank.
The Manager remains focused on measures to maximise cashflows
from the Company's existing portfolio of assets as well as
initiatives aimed at enlarging the Group's portfolio and
strengthening its balance sheet.
Dennis Selinas Graeme Daniel
Fund Manager Finance Director
On behalf of Argo Capital Management Property Limited
27 June 2012
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INDEPENDENT REVIEW REPORT
Independent review report to Argo Real Estate Opportunities Fund
Limited
Introduction
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 March 2012 which comprises the unaudited
consolidated statement of comprehensive income, unaudited
consolidated statement of financial position, unaudited
consolidated statement of changes in equity, unaudited consolidated
cash flow statement and the related explanatory notes. We have read
the other information contained in the interim report and
considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
Directors' responsibilities
The interim report, including the financial information
contained therein, is the responsibility of and has been approved
by the Directors. The Directors are responsible for preparing the
interim report in accordance with the rules of the London Stock
Exchange for companies trading securities on the Alternative
Investment Market which require that the half-yearly report be
presented and prepared in a form consistent with that which will be
adopted in the company's annual accounts having regard to the
accounting standards applicable to such annual accounts.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the company in meeting the requirements of the
rules of the London Stock Exchange for companies trading securities
on the Alternative Investment Market and for no other purpose. No
person is entitled to rely on this report unless such a person is a
person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised
to do so by our prior written consent. Save as above, we do not
accept responsibility for this report to any other person or for
any other purpose and we hereby expressly disclaim any and all such
liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity", issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, 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 International Standards on
Auditing (UK and Ireland) 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 condensed set of financial statements
in the interim report for the six months ended 31 March 2012 is not
prepared, in all material respects, in accordance with the basis of
preparation outlined in note 2 and in accordance with the rules of
the London Stock Exchange for companies trading securities on the
Alternative Investment Market.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
INDEPENDENT REVIEW REPORT (continued)
Emphasis of Matter - Going Concern
In arriving at our review conclusion, which is not qualified, we
have considered the adequacy of the disclosures made by the
Directors in the Basis of Preparation note 2a concerning the
Group's ability to continue as a going concern. These disclosures
identify, amongst other factors, the reliance on the Investment
Manager or related companies to the Investment Manager to provide
continued financial support to the Group, the ongoing support of
the lending banks where risks to a breach of terms is possible
under the current trading environment and the ongoing support of
lending banks where loans are due to expire within the next twelve
months. These represent material uncertainties which may cast
significant doubt on the Group's ability to continue as a going
concern. The condensed set of financial statements in the interim
report does not include the adjustments that would result if the
Group was unable to continue as a going concern.
BDO Limited
Chartered Accountants
Place du Pre
Rue du Pre
St Peter Port
Guernsey
27 June 2012
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 6 months ended 31 March 2012
Note 6 months 6 months Year ended
to 31 March to 31 March 30 September
2012 2011 2011
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
Continuing operations
Gross rental income 13,379 8,933 19,160
Related services income 5,738 3,049 6,400
Property operating expenses (6,962) (3,966) (8,066)
Net rental and related income 12,155 8,016 17,494
------------------------------------- ----- ------------------- -------------------- --------------
Administrative expenses (2,091) (1,720) (3,415)
Changes in fair value of investment
property 5 (6,101) 9,569 16,760
Changes in fair value of financial
assets 6 (56) 109 116
Negative goodwill arising
on acquisition - - 14,840
Operating profit 3,907 15,974 45,795
------------------------------------- ----- ------------------- -------------------- --------------
Finance Income 496 294 619
Finance Expense (11,345) (8,153) (16,400)
Fair value gain on swap contract 218 2,910 2,303
Net foreign exchange gain/(loss) 409 (411) 27
(Loss)/profit before tax (6,315) 10,614 32,344
------------------------------------- ----- ------------------- -------------------- --------------
Taxation credit/(charge) 1,417 136 (1,097)
(Loss)/profit for the year (4,898) 10,750 31,247
------------------------------------- ----- ------------------- -------------------- --------------
Foreign exchange (losses)/gains
on translation of foreign
operations (86) 80 218
Total other comprehensive
(loss)/income (4,984) 10,830 31,465
------------------------------------- ----- ------------------- -------------------- --------------
(Loss)/profit attributable
to :
Equity shareholders (4,122) 9,802 27,390
Non-controlling interest (776) 948 3,857
------------------------------------- ----- ------------------- -------------------- --------------
(4,898) 10,750 31,247
------------------------------------- ----- ------------------- -------------------- --------------
Total comprehensive (loss)/income
attributable to :
Equity shareholders (4,205) 9,873 27,569
Non-controlling interest (779) 957 3,896
------------------------------------- ----- ------------------- -------------------- --------------
(4,984) 10,830 31,465
------------------------------------- ----- ------------------- -------------------- --------------
Basic and diluted earnings
per share 3 (0.007) 0.032 0.086
------------------------------------- ----- ------------------- -------------------- --------------
The accompanying notes are an integral part of this
statement.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2012
Note 31 March 31 March 30 September
2012 2011 2011
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
ASSETS
Non-current assets
Investment properties 5 429,639 254,612 433,264
Property, plant and
equipment 221 171 215
Other tax receivables 5,530 7,046 6,399
Trade and other receivables 7,089 4,435 6,098
Total non current assets 442,479 266,264 445,976
------------------------------- ----- ------------ ------------ -------------
Current assets
Trade and other receivables 9,919 7,372 9,021
Other tax receivables 2,022 1,737 2,570
Financial assets 6 10,199 9,779 10,039
Cash and cash equivalents 15,025 3,661 12,185
Total current assets 37,165 22,549 33,815
------------------------------- ----- ------------ ------------ -------------
Total assets 479,644 288,813 479,791
------------------------------- ----- ------------ ------------ -------------
EQUITY
Capital and reserves
attributable to equity
holders of the parent
company
Share capital 7 6,080 3,100 6,080
Share premium 7 18,159 7,859 18,159
Other reserve 95,096 95,096 95,096
Translation reserve (1,559) (1,584) (1,476)
Retained earnings (56,271) (69,737) (52,149)
------------------------------- ------------ ------------ -------------
Total equity attributable
to equity holders of
the parent company 61,505 34,734 65,710
Non-controlling interest 14,724 12,564 15,503
------------------------------- -----
Total equity 76,229 47,298 81,213
------------------------------- ----- ------------ ------------ -------------
LIABILITIES
Non-current liabilities
Loans and borrowings 217,513 223,323 288,021
Deferred income tax 10,824 4,407 12,250
Total non-current liabilities 228,337 227,730 300,271
------------------------------- ----- ------------ ------------ -------------
Current liabilities
Loans and borrowings 150,164 3,276 72,917
Trade and other payables 22,611 8,606 22,872
Financial liabilities 2,295 1,906 2,513
Current income tax 8 (3) 5
Total current liabilities 175,078 13,785 98,307
------------------------------- ----- ------------ ------------ -------------
Total equity and liabilities 479,644 288,813 479,791
------------------------------- ----- ------------ ------------ -------------
The financial statements were approved and authorised for issue
by the Board of Directors on 27 June 2012 and signed on its behalf
by David Clark.
David Clark
Director and Chairman
The accompanying notes are an integral part of this
statement.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 March 2012
Amount attributable to Parent Company Equity Holders
Share Share Other Translation Retained Non-controlling
Capital Premium Reserve Reserve Earnings Total interest Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 October 2010 3,100 7,859 95,096 (1,655) (79,539) 24,861 11,607 36,468
Total
comprehensive
income for the
period - - - 179 27,390 27,569 3,896 31,465
------------------- --------- --------- --------- ------------ ------------ -------- ---------------- --------
Shares issued in
the period 2,980 10,300 - - - 13,280 - 13,280
--------- ------------
At 30 September
2011 6,080 18,159 95,096 (1,476) (52,149) 65,710 15,503 81,213
------------------- --------- --------- --------- ------------ ------------ -------- ---------------- --------
Total
comprehensive
loss for the
period - - - (83) (4,122) (4,205) (779) (4,984)
At 31 March 2012 6,080 18,159 95,096 (1,559) (56,271) 61,505 14,724 76,229
------------------- --------- --------- --------- ------------ ------------ -------- ---------------- --------
At 1 October 2010 3,100 7,859 95,096 (1,655) (79,539) 24,861 11,607 36,468
--------
Total
comprehensive
income for the
period - - - 71 9,802 9,873 957 10,830
At 31 March 2011 3,100 7,859 95,096 (1,584) (69,737) 34,734 12,564 47,298
------------------- --------- --------- --------- ------------ ------------ -------- ---------------- --------
The accompanying notes are an integral part of this
statement.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
For the 6 months ended 31 March 2012
6 months 6 months Year ended
to 31 March to 31 March 30 September
Note 2012 2011 2011
(unaudited) (unaudited) (audited)
EUR'000 EUR'000 EUR'000
OPERATING ACTIVITIES
(Loss)/profit for the period (4,898) 10,750 31,247
Adjustments for :
Depreciation 38 21 37
Changes in fair value of investment
property 5 6,101 (9,569) (16,760)
Impairment of financial assets 6 56 (109) (116)
Negative goodwill arising on
acquisition - - (14,840)
Finance income (714) (3,041) (2,922)
Finance expense 11,345 7,959 16,336
Exchange translation movements (86) 71 179
Taxation (1,417) (136) 1,097
Operating cash flows before
movements in working capital 10,425 5,946 14,258
Movements in working capital
:
Decrease in operating trade
and other receivables 99 784 2,180
(Decrease)/increase in operating
trade and other payables (2,416) 1,366 (978)
Cash generated from operations 8,108 8,096 15,460
Interest received 346 - 338
Interest paid (8,554) (7,711) (14,588)
Taxation paid (94) (10) (11)
Cash generated from operating
activities (194) 375 1,199
INVESTING ACTIVITIES
Acquisition of subsidiaries,
net of cash acquired - - 5,209
Purchase of investment properties (2,341) (607) (3,946)
Purchase of property, plant
and equipment (44) (39) (46)
Proceeds from sale of property,
plant and equipment - - 10
Loans advanced (9) (5) (12)
Cash flows from investing activities (2,394) (651) 1,215
FINANCING ACTIVITIES
Drawdown of bank loans including
costs 5,814 900 5,004
Drawdown of other loan borrowings 1,000 - 1,300
Bank loans repaid (965) (903) (903)
Cash flows from financing activities 5,849 (3) 5,401
Increase/(decrease) in cash
and cash equivalents 3,261 (279) 7,815
Net foreign exchange losses
on cash and cash equivalents (421) (476) (46)
2,840 (755) 7,769
-------------------------------------- ----- --------------------- --------------------- --------------
Cash and cash equivalents at
start of period 12,185 4,416 4,416
Cash and cash equivalents at
end of period 15,025 3,661 12,185
-------------------------------------- ----- --------------------- --------------------- --------------
The accompanying notes are an integral part of this
statement.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
The Company is a limited liability, authorised closed-ended
investment company incorporated in Guernsey. The shares of the
Company have been admitted to trading on the Alternative Investment
Market of the London Stock Exchange and also on the open market of
the Frankfurt Stock Exchange.
The Company invests in commercial property in Central and
Eastern Europe which is held through its subsidiary companies. The
consolidated financial statements of the Company for the period
ended 31 March 2012 comprise the financial statements of the
Company and its subsidiaries (together referred to as the
"Group").
2. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of preparation
The principle accounting policies adopted in the preparation of
the unaudited condensed interim consolidated financial statements
are set out below.
The unaudited interim consolidated financial statements have
been prepared using the recognition and measurement principles of
International Financial Reporting Standards.
These interim financial statements are unaudited but have been
reviewed by the auditors whose review report is set out on pages 13
and 14.
The same accounting policies, presentation and methods of
computation are followed in these interim consolidated financial
statements as those followed in the preparation of the Group's
annual financial statements for the year ended 30 September 2011
and which are expected to be applied for the consolidated financial
statements for the year ending 30 September 2012.
The report of the auditors on the financial statements for the
year ended 30 September 2011 was unqualified but did include
references to an emphasis of matter in respect of the going concern
of the Group. This arose from its need for further working capital
in the foreseeable future together with the breach of certain
banking covenants and the possibility of further loan covenant
breaches when previously agreed covenant holidays expire, thus
requiring the support of the lending banks for the ongoing and
future development of the Group.
Going Concern
The continuation of subdued trading conditions in the local
markets in which the Group operates continue to impact project
level cashflows through the need to grant tenant discounts to
maintain centre occupancy levels. While the Investment Manager
continues to seek asset management initiatives to improve income
levels and to renegotiate existing bank loan facilities to assist
the position pending a recovery of rental incomes, the cashflow
forecasts prepared by the Investment Manager for the next 12 months
indicate that the Group requires additional working capital for the
foreseeable future.This requirement is currently being provided by
the Investment Manager or funds advised by a fellow subsidiary of
the Investment Manager's parent company. Firstly, by its agreement
to defer receiving its management fee as and when it becomes due;
secondly, in providing a short term loan facility to assist with
specific project funding needs and thirdly, by providing an
undertaking to provide additional working capital over the next 12
months, as and when this is required.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(continued)
In order to meet the liabilities and those specifically falling
due to the Investment Manager's and/or its related companies'
provision of ongoing support to the Group, as well as to enhance
working capital, the Company continues to look at a number of
sources including additional or further restructuring of bank
borrowings, asset sales and the issue of additional equity
capital.
In reviewing the forecasts the Directors have taken into account
material risks, uncertainties and circumstances which include the
following:
-- The continued and ongoing support of the Investment Manager
and related companies to the Investment Manager to the funding
needs of the Company is critical to enable its obligations to be
met over the next 12 months.
-- Certain surplus cash funds are held in project subsidiary
companies and the release of these funds for use of the Group's
working capital needs in general would in some circumstances
require the support of the specific lending banks financing these
projects.
-- The continuing uncertain trading environment and its impact
on tenants and their ability to pay their contractual rent
obligations in a timely manner. With tenant negotiations ongoing
the continued downward pressure on rental income is likely to
impact on certain bank loan covenants particularly as agreed loan
amortisation holidays and covenant waivers that had previously been
put in place expire in 2012 and this requires further negotiations
and ongoing support of the Group's lending banks.
-- Several of the Group's bank loans mature within the next 12
months. Should the Group fail to extend the maturity of these loans
the value of certain of the Group's assets will be negatively
impacted. Furthermore, certain covenant holidays the Group has
benefitted from have expired. If these are not renewed it is likely
that the Group will fall into default on certain of its loan
facilities.
-- The uncertainties that currently exist within the Eurozone
could impact the availability of financing for investment in
Romania, specifically with regard to the financing of the Mall
development of the Era Iasi centre and more generally the lack of
available financing and reduced level of property transactions
could impact risk premiums that could result in a deterioration of
property values leading to a further strain on financial loan
covenants.
The above represents material uncertainties which may cast
significant doubt on the Group's ability to continue as a going
concern. In the Directors' view discussions are continuing on the
above satisfactorily and they have therefore concluded that it is
appropriate to prepare these financial statements on a going
concern basis. The financial statements do not include the
adjustments that would result if the Group was unable to continue
as a going concern..
The condensed financial statements are presented in euros and
all values are rounded to the nearest thousand (EUR'000) except
when otherwise indicated.
The financial information summarised does not constitute
statutory accounts.
b. Basis of consolidation
The consolidated financial statements incorporate the results of
the Company and entities controlled by the Company (its
subsidiaries) made up to 31 March 2012. Control exists where the
Company has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as to obtain
benefits from its activities. All inter-company loan balances,
interest charges and investments are eliminated on
consolidation.
The financial statements of the subsidiaries are prepared for
the same reporting period as the Company. The accounting policies
are applied consistently throughout the Group.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(continued)
3. BASIC AND DILUTED EARNINGS PER SHARE
The basic and diluted earnings per ordinary share are based on
the loss for the period of EUR4.1m and on 608 million ordinary
shares (31 March 2011: profit EUR9.8m and 310 million ordinary
shares), being the weighted average number of shares in issue
during the period.
There were no dilutive interests as at 31 March 2012.
4. NET ASSET VALUE PER SHARE
The Net Asset Value per share is based on shareholders' equity
at the period end as follows:
31 March 31 March 30 September
2012 2011 2011
EUR'000 EUR'000 EUR'000
Net Asset Value 61,505 34,734 65,710
Add back deferred tax
provision attributable
to equity shareholders 8,519 2,361 9,729
Adjusted Net Assets 70,024 37,095 75,439
Number of ordinary shares
in issue 608 million 310 million 608 million
Net Asset Value per share EUR0.1012 EUR0.1120 EUR0.1081
================== ================== ==================
Adjusted Net Asset Value
per share EUR0.1152 EUR0.1197 EUR0.1241
================== ================== ==================
The adjustment added back to arrive at the Adjusted Net Asset
Value has been made to reflect the likely value of the Group given
that the deferred tax liability provided is unlikely to crystallise
in full as the Group is likely to dispose of the property holding
companies rather than the properties themselves.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(continued)
5. INVESTMENT PROPERTY
The fair value of the Group's investment properties at 31 March
2012 has been determined by desktop valuations carried out on an
open market basis by independent valuers, Colliers International
and Jones Lang LaSalle, in accordance with the requirements of the
RICS Valuation - Professional Standards (incorporating the
International Valuation Standards) Global edition March 2012.
Open market value, deemed to be fair value, is determined by
reference to market based evidence, which is 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 has
each acted knowledgeably, prudently and without compulsion. The
valuation methodology involves the discounted cash flow of the
future rental income streams and a reversionary value discounted to
a present value estimate and/or the capitalisation of the rental
income stream at an all risks market yield to determine the present
value. It also includes an assessment of the recent open market
sales and investments within the Central and Eastern European
regions.
ARGO REAL ESTATE OPPORTUNITIES FUND LIMITED - 31 March 2012
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(continued)
6. FINANCIAL ASSETS
31 March 31 March 30 September
2011 2011 2011
EUR'000 EUR'000 EUR'000
Loans receivable 11,429 10,962 11,213
Recoverability impairment
provision (1,230) (1,183) (1,174)
10,199 9,779 10,039
============== ============== =================
Loans receivable represents advances, deposits and related
accrued interest for purchases of land in Moldova of EUR2.3m
secured on land assets, together with a loan in Romania of EUR9.1m
unsecured. Desktop valuations arrived at on an open market value
basis, carried out by independent valuers, Colliers International,
have been carried out on the land assets in Moldova.
7. SHARE CAPITAL AND PREMIUM
No. of Share Share Total
shares capital premium
millions EUR'000 EUR'000 EUR'000
At 31 March 2012 310 3,100 7,859 10,959
At 31 March 2011 310 3,100 7,859 10,959
At 30 September 2011 608 6,080 18,159 24,239
The total number of authorised shares is 1 billion (2011: 450
million) with a par value of EUR0.01 each (2010: EUR0.01 each). All
issued shares are fully paid.
The Company has only one class of ordinary shares which carry no
right to fixed income.
8. EVENTS AFTER THE BALANCE SHEET DATE
Bank Financing
In June 2011 the Company completed on agreed loan restructuring
terms with Proton Bank on both its original EUR25m facility and its
further short-term extension facility of EUR0.9m. Under the
restructured terms a facility of upto EUR29.3m is provided through
to 31 December 2016 with the option for annual interest, at a lower
agreed rate of Euribor plus 4.6%, to be part capitalised for the
first three repayments that are due through to December 2014.
As part of the conditions of meeting this agreement outstanding
interest of EUR2.1m was payable. This interest has been paid by way
of a loan from Argo Special Situations Fund LP, a Fund managed by a
subsidiary of Argo Group Limited which together with similarly
managed Argo Funds own 74% of the share capital of the Company; as
such, this loan has been made by a related party. Under the terms
of the loan the Company has the right to repay the loan within a 2
year period. In the event of default of the terms the lender has
the right to exercise the option for a debt for equity conversion
equating to a 51% shareholding in North Real Estate Opportunities
Fund Holding LP, a wholly own subsidiary of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR GMGZVMRFGZZM
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