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Development Corporation Plc
July 2016
Proven
business
model
Skilled
management team
Ad- hock
cooperation
with local
partners
Diversified
portfolio
Various
financial
resources
Shareholders’
experience
Transparency
Accountability
2
This presentation includes statements that are, or may be deemed to be, “forward-looking
statements”. These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”,
“will” or “should” or, in each case, their negative or other variations or comparable terminology.
These forward-looking statements relate to matters that are not historical facts. They appear in a
number of places throughout this presentation and include statements regarding our intentions,
beliefs or current expectations concerning, amongst other things, our investment objectives and
investment policy, financing strategies, investment performance, results of operations, financial
condition, liquidity, prospects and dividend policy and the markets in which we, directly or indirectly,
will invest. By their nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future. Forward-
looking statements are not guarantees of future performance. Our actual investment performance,
results of operations, financial condition, liquidity, dividend policy and the development of our
financing strategies may differ materially from the impression created by the forward-looking
statements contained in this presentation. In addition, even if our investment performance, results of
operations, financial condition, liquidity and dividend policy and the development of our financing
strategies are consistent with the forward-looking statements contained in this presentation, those
results or developments may not be indicative of results or developments in subsequent periods.
These forward-looking statements speak only as at the date of this presentation. Subject to our
legal and regulatory obligations we expressly disclaim any obligation to update or revise any
forward-looking statement contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on which any statement is based.
Forward Looking Statements Disclaimer
Russian Economy Overview
Real Estate Market
Office Segment
Retail Segment
Residential Segment
Financial Data
3
4
Source: Central Bank of Russia, EIA – US Energy Information Administration, 2016 figures as at 29/06/2016 (Jan-June average)
5
28.81 28.31 27.14 25.55 24.87
31.77 30.38 29.39 31.07 31.91
38.60
72.90
64.80
38.26
54.57
65.16
72.44
96.94
61.74
79.61
111.26 111.63 108.56
98.97
34.07
49.13
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
RUB/USD OIL
39.39
43.39
49.32
80
56.26
68.93
61.27
58.46
51.7 52.97
55.52
58.99
68.12
66.24 66.24
72.88
83.60
75.17 75.60
67.60
64.33 66.08
64.80
Source: Central Bank of Russia
6
Nominal Exchange Rate of US Dollar Against Ruble, End of Period
(22%)
66%
112%
GDP Inflation Unemployment Russia’s Rating
• GDP According to a World Bank
now expecting the Russian
economy to contract by 1.9%
instead of 0.7 % as previously
estimated for 2016.
• C&W estimation for 2016 is
2.4% contraction
• 2Q16 the GDP contracted by
1.6% (1.3% in 1Q16)
• Inflation in 2Q16 was at
7.3%(eop), same as 1Q16
• Annual inflation forecast by
the Ministry of Economics is
7.6%
• Unemployment rate was
recorded at 5.6% in May 2016,
down from 5.9% in 1Q16.
• Standard & Poor's credit rating
for Russia stands at BB+.
• Moody's rating for Russia
sovereign debt is Ba1.
• Both with a negative outlook
Source: Rosstat, MED, CBR, Alfa Bank, C&W
7
Real GDP Growth, Inflation and Unemployment, % (by C&W)
5.6%
-7.9%
4.2% 4.2% 3.4%
1.3% 0.6%
-3.8%
-2.4%
13.3% 8.8% 8.8% 6.1% 6.6% 6.9% 11.4% 15.5% 7.3%
6.4%
8.6% 7.2%
6.1% 5.6% 5.2% 5.3% 5.8% 6.0%
2008 2009 2010 2011 2012 2013 2014 2015 2016F
Real GDP Growth Inflation Unemployment rate (eop)
Source: Rosstat, MED, CBR, Alfa Bank, Bloomberg
8
Interest Rate Net Capital Outflow Foreign Direct Investments
• Interest Rate - on June 10, 2016 the
Central Bank of Russia announced its
decision to cut interest rate by 50 points to
10.50%. This is the first time that the Central
Bank has lowered the interest rate in nearly a
year and, symbolically, the cut has brought it
to the level it was at before the emergency
rate hike to 17.00% in December 2014.
• The net capital outflow from Russia
tumbled in January-February 2016, falling to
$5.9bn, a fifth of the $29.2bn that left in the
same period in 2015, according to the
Central Bank of Russia. In 4Q15, net capital
outflow reached $9.2bn from a net capital.
• The CBR estimation in February was that the
outflow of capital from Russia in 2016 could
fall to $30bn-$40bn if oil prices were in the
range of $25-$35pbl.
• Russia inward Foreign Direct Investments
declined in 2015 by 24% compared to 2014,
~$16bn (estimated data)
• No current data is available
Foreign Direct Investments, $ bn Net Capital Outflow, $ bn CBR Interest Rate, %
82
-133
-56 -34
-81
-55 -61
-153
-56.9
2007 2008 2009 2010 2011 2012 2013 2014 2015
36.6 43.2
55.1 50.6
69.2
21.1 16.0
2009 2010 2011 2012 2013 2014 2015
5.5%
7% 7.5% 8%
9.5% 10.5%
17%
15% 14%
12.5% 11.5% 11% 10.5%
9
10
Source: Rosstat, MED, CBRE, C&W, JLL
10
Investment Volume Investment Trends Prime Yields
• Investment volume in Q1 2016 amounted to
$1.9 bn (RUB 142 bn), being 4.5 times higher
than Q1 2015
• Taking into account the volume of deals in
Q1 2016 and current deals under
negotiations, CBRE upgraded its forecasts
for 2016 to $4.5 bn from previous $2.8 bn.
• The share of foreign investments decreased
to a new low of 4% ($82mln) in 1Q 2016, from
30% in 2015
• The share of Moscow amounted to 67%, 25%
in regions and 8% in St. Petersburg
• Capitalization rates in 1Q16 were the same
as in 4Q15:
• offices 10.5%
• prime retail 11%
• warehouses 12.75%
Accumulated Investment in RE, USD bn Prime Cap Rates in Moscow, % Investment Structure by Origin, %
3.2
4.9
8.5 8.8 8.2
3.6 2.8
4.5
2009 2010 2011 2012 2013 2014 2015 2016F
19% 17% 28% 32% 31%
18% 30%
4%
81% 83% 72% 68% 69% 82% 70% 96%
2009 2010 2011 2012 2013 2014 2015 1Q16
Foreign Domestic
13%
10%
8.5% 8.7%
8.5%
11% 10.5% 10.5%
13%
10.8%
9.3% 9.5% 9%
11% 11.0%
11.0%
14%
11.5%
10.5%
11.5% 11%
13% 12.7% 12.7%
2009 2010 2011 2012 2013 2014 2015 2016F
Offices Retail Warehouses
11
Investment & Construction Vacancy Rent Rates
• The 1Q16 total volume of investments in
the office segment was $1.04bn (~56% of
1Q16 total investments)
• Completions in 1Q16 was the lowest
quarterly value over the last 10 years and
amounted to 63K sqm of new office space,
which is 30% less than in 1Q15.
• It is estimated that in 2016 no more than
0,5mn sqm will be commissioned, which is
40% less than was constructed in 2015 and
almost 3 times less than in 2014.
• 1Q16 the overall vacancy rate in Moscow
was high at 19.3% (28.9% in Class A and
16.3% in Class B)
• The expected average vacancy rate for
quality offices in 2016 is ~19%, and is not
likely to decrease significantly in the next 2-3
years
• Rental rates remained stable in 1Q16, at
RUB19,000–25,000 / sqm /year for Class A,
RUB13,000/ sqm / year for Class B, net of
OPEX and VAT.
• We expect rental rates to continue to be
nominated in rubles during 2016, except for
class A Prime, where the base rate currently is
at $800-900 /sqm/year, net of OPEX and VAT.
12
Class A&B Vacancy Rates in Moscow, %
Source: Rosstat, MED, CBR, CW and Company estimations
Class A&B Average Rent Rates in Moscow, $/sqm New Construction by Classes, sqm
881 623 386 348 674 693 395 150
403
292
297 219
225
714
327
150
2009 2010 2011 2012 2013 2014 2015 2016F
Class B Class A
11.1% 10.9% 9.4% 9.6% 10.2% 10.8%
14.4% 16.3% 16.6%
21.5% 20.8%
15.7% 14.4%
17.9%
23.8%
31.1% 28.9%
32.9%
2009 2010 2011 2012 2013 2014 2015 1Q16 2016F
Class B Class A
510
420 444 466 530
484
282 260 250
710 645
734 796
870
772
549
433 450
2009 2010 2011 2012 2013 2014 2015 1Q16 2016F
Class B Class A
Project Data C&W Valuation & Occupancy NOI
■ Land area: 4.45ha
■ Total GLA: 67,871 sqm
13
NOI QoQ, USD mil
Parameters for 2016F NOI
decrease
Reduction
in USD mil
FX 61.3 to 68 RUB/$ 0.9
Occupancy 80% to 78% 0.2
Rent Discount 1.4
Total 2.5
Valuation* Occupancy, %
30/06/14 $252.0M 91%
31/12/14 $175.0M 86%
30/06/15 $155.9M 80%
31/12/15 $139.8M 79%
31/03/16 $141.1M 75%
1.8 3.1 4.9
3.2
3.0
5.1
4.3
2.3
4.6
4.2
6.1
2.0
3.8
5.0
2016F201520142013
Q4
Q3
Q2
Q1
16.7 18.4
10.4
7.9
*Mirland share of the project
14
Investment & Construction Vacancy Trends
• $95mn were invested in retail, out of total
$1.9bn in 1Q16
• In Q1 2016 no new quality shopping center
has been delivered in Moscow
• Total quality stock in Moscow comprises
116 projects (malls, mixed use, outlets and
retail parks)
• In 1Q16 the average vacancy rate in prime
Moscow shopping malls was 2.5% (2% in
4Q15). 2016 forecast is 3%
• Tenants and owners are in the constant
process of negotiation regarding discounts,
commercial terms, space optimization etc. The
majority of lease agreements are in RUB
• Rental payment as % of turnover remain the
most popular payment scheme
• Despite the economic conditions, 40 new
retailers entered Moscow market in 2015, 11
left. In 1Q16 - 8 new international brands
opened their first store in Moscow and 6
announced their plans to enter the market
during 2016: Walt Disney, Newby London,
Lillapois, NYX, Hunkemöller и Undiz
15
Quality Retail Construction in Russia, ‘000 sqm
Source: C&W, CBRE
Moscow Prime Retail Vacancy Rate, %
540 397
197 145 214
668 581 549
994 1,235
1,229
1,720 1,482
1,543
1,143
980
2009 2010 2011 2012 2013 2014 2015 2016F
Moscow Regions
3.0%
5.0%
2.1%
0.4% 0.5%
1.2% 1.5%
2.0%
3.0%
2008 2009 2010 2011 2012 2013 2014 2015 2016F
Project Data C&W Valuation & Occupancy NOI
■ Land area: 2.2 ha
■ GLA: 27,305 sqm
■ Completed: Q4 ‘10
■ Rights from freehold: 100%
1.8 2.2 3.5 2.9 2.4
2.5
3.6 3.6
2.8
2.0
3.5 3.4
2.9
5.8
2.0
3.0 3.8
3.3
2016F2015201420132012
Q4
Q3
Q2
Q1
NOI Development QoQ, USD mil
NOI Forecast Calculation, $mil
Parameters for 2016F NOI
decrease
Reduction
in USD mil
FX 61.3 to 68 RUB/$ 0.7
Occupancy 100% to 98% 0.1
Rent Discount 0.3
Total 1.1
Valuation Occupancy, %
30/06/14 $137.3M 100%
31/12/14 $96.5M 100%
30/06/15 $86.0M 100%
31/12/15 $72.0M 100%
31/03/16 $72.9M 99%
16
11.4 13.7
7.6
8.7
13.6
17
1st
Bershka Store in Saratov
Project Data C&W Valuation & Occupancy NOI
■ Land area: 12 ha
■ GLA: 34,090 sqm
■ Completed: Q2 ‘07
■ Rights from freehold: 100%
1.0 1.2 3.0 2.8 2.6
1.4
3.0 2.9 2.7 1.3
2.7 3.2 2.7
2.5
1.0
1.4 3.1
3.0
2016F2015201420132012
Q4
Q3
Q2
Q1
NOI Development QoQ, USD mil
NOI Forecast Calculation, $mil
11.0 12.0
10.1
18
4.7
Parameters for 2016F NOI
decrease
Reduction
in USD mil
FX 61.3 to 68 RUB/$ 0.4
Occupancy 79% to 86% (0.3)
Rent Discount 1.0
Total 1.1
Valuation Occupancy, %
30/06/14 $102.8M 100%
31/12/14 $70.0M 100%
30/06/15 $59.5M 79%
31/12/15 $48.4M 89%
31/03/16 $47.8M 96%
3.5
19
20
Residential Market Russian Mortgage Market* Prices & Demand
• The residential sector in Russia presents one
of the best opportunities for growth due to the
low level of living space per capita, 24 sqm,
and what has been a slowly developing
mortgage market.
• 93% of the delivery (in ‘000 units) to the
market attributed to the mass-market
segment
• As of 1Q16 there are 575 projects offered in
St. Petersburg (1.4% higher than 4Q15)
• The estimated amount of 205bn RUB of
mortgages were granted during 1Q16, which
is 34% higher than 1Q15
• The average lending rate in 1Q16
decreased to 12.1% compared to 4Q15 with
12.3%
• In 1Q16 mass market prices in RUB
remained the same level as 4Q15
• 1Q16 demand amounted to 1,09m sqm (6%
lower than 4Q15), mostly for the mass market –
1.02m sqm
Prices Dynamics in St. Petersburg, ‘000 RUB/sqm
Source: Peterburgskaya Nedvizhemost report * The official data is current at 1.3.2016
Average Area per Capita, sqm Mortgage Lending Market & Ave Lending Rate,
bn RUB, %
21
380
717
1,032
1,354
1,650
1,100
205
2010 2011 2012 2013 2014 2015 1Q16
13.1%
11.9% 12.3% 12.4%
14.0%
12.3% 12.1%
94.1 96.1 98.2 102.9 104.1 105.6 103.7 104.5 104.4
147.2 149.2 150.9 159.1 161.9
168.9 168 164.8 165
78.7 79.6 80.3 85.6 87.1 88.9 86.5 86.9 86.7
1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16
Mass Market Business Economy
65
50
42
41
39
38
35
30
25
24
0 20 40 60 80
US
Denmark
UK
Germany
Austria
France
Hungary
Czech
Latvia
Russia
22
510 630
1275
635
71
609
Phase I Phase II Phase III Phase IV
Inventory
Sold
■ Land area: 41 ha
■ Total saleable area: 450,000 sqm (~8,500 apt)
■ Rights from freehold: 100%
Sales and Reservations vs Inventory by Phases as of 30.6.2016, units
23
1,244
1,346
630
510
C&W Valuation
31/12/14 $176M
30/06/15 $143.3M
31/12/15 $119.7M
31/03/16 $127.2M
/ Reserved
126 108
136
267
83 70
81
231 217
121
162
242
173
129 147
186
220 220
83
89
96
105 105
72
77
82
87
92
97
102
107
112
0
50
100
150
200
250
300
Tho
usa
nd
s
T.P units sold T.P average price (rub)
Quarterly Total Sales (units)
2012
637 apt
2013
465 apt
2014
745 apt
2015
639 apt
24
6M 2016
440 apt
Quarterly Average Price RUB vs USD
USD/sqm RUB/sqm ‘000
25
2,529
2,736
2,637
2,673 2,783
2,809
2,734
2,748
2,678
2,710
2,653
2,026
1,518
1,905
1,725 1,588
1,405
1,603 76
84 84 83
85
89 90 89
94 95 96 96 96
100 102
105 105 105
72
77
82
87
92
97
102
107
112
1,300
1,500
1,700
1,900
2,100
2,300
2,500
2,700
2,900
Tho
usa
nd
s
T.P average price (usd) T.P average price (rub)
■ Land area: 22.5 ha
■ Saleable area: 65,629 sqm
■ Phase I: 77 houses
■ Phase II: 86 houses (planned)
■ Rights from freehold: 100%
Project Status:
■ Total sales: 61 houses
■ 2014 sales: 11 houses
■ 2015 sales: 12 houses
■ 2016 sales: 8 houses
■ C&W Valuation 31/12/14: $31M
■ C&W Valuation 30/06/15: $26.9M
■ C&W Valuation 31/12/15: $19.3M
■ C&W Valuation 31/03/16: $18.4M
27
28
0.5
15.5
29.8
0.5
15.3
16
9.3
7.1
Q1/2013 Q1/2014 Q1/2015 Q1/2016
Residential Commercial
3.2 4.9
3.1 1.8
5.6
6.5
3.5
2.9
Q1/2013 Q1/2014 Q1/2015 Q1/2016
Office Retail
29
NOI, USDml
EBITDA, USDml Equity, USDml
Revenues, USDml
4.7
6.6
11.4
8.8
7.6
39.1
31.5
15.8
79.7
51.2
-19 -27.2
30/06/2015 30/09/2015 31/12/2015 31/03/2016
3.8
7.7
2.7
1.2
Q1/2013 Q1/2014 Q1/2015 Q1/2016
All the relevant Revenues and Expenses adjusted to the projected USD/RUB and Occupancy rates as following:
Capital inflow from the Shareholders of ~$13.9mln. in 2H2016.
Bonds conversion into Equity and new Bond series issuance of ~$45mln. bearing annual interest of 1% up until December 2017 and the
principal will be payable in three annual installments starting 2021.
Loans restructuring Settlement with Sberbank
Nordea Bank and Bank of Moscow loans restructuring assumed.
Century project Partner acquisition which will carry ~$5.0mln. cash outflow in 2H2016.
Other financing sources are subject to availability
2016 2017
Rubl/USD 67.5 65.0
Occupancy Offices 83% 83%
Occupancy Saratov 97% 97%
Occupancy Yaroslavl 91% 91%
30
31
In ‘000 USD 9 months
ending on
Dec 2016
12 months
ending on
Dec 2017
3 months
ending on
Mar 2018
Cash opening balance 14,557 18,716 20,632
Cash flow from sale of residential units 27,076 61,278 13,495
Cash flow from operating activity 5,344 10,133 3,211
External Investment 16,000 - -
Sources 48,420 71,412 16,706
Interest payments to bonds holders - (450) -
Bonds repayment - - -
Repayment of loans and interest in subsidiaries (14,338) (19,814) (5,331)
Investments in projects (29,923) (49,231) (12,308)
Uses (44,261) (69,495) (17,639)
Cash closing balance 18,716 20,632 19,699
(*) $2,100k from $16,000k already invested in 2Q2016
The Assumptions at the Basis of the Cash Flow:
The Company is handling negotiations with the Debenture Holders. In consequence of an additional deterioration in the economic condition in Russia, inter alia, reflected in an
additional sharp depreciation of the ruble rate, the Company together with the Trustees for the Debenture Holders of the Company, are examining the possibility of executing a
settlement with the Debenture Holders of the Company by way of full or partial conversion of the debt to the Debenture Holders into capital of the Company. Within the framework of
this anticipated cash flow, no payments of principal to the Debenture Holders during the years of 2016 and 2017 were assumed.
i. Based upon the evaluations of the Company with respect to receipt of cash flow from the sale of residential units under construction or whose construction was completed,
as follows: the St. Petersburg residential project: at the third stage: the sale of 163 apartments during the last nine months of 2016, as well as 20 apartments in 2017. At the
fourth stage: sale of approx. 318 apartments during the remaining nine months of 2016, approx. 395 apartments in 2017. At the fifth stage: sale of approx. 263 apartments in
2017 as well as approx. 150 apartments during the first quarter of 2018. In the Perkushkovo ground house project - the sale of five houses and completion of receipt of
payments for the houses that were sold, but not delivered as yet, during the final nine months of 2016, sale of seven houses in 2017 and also two house during the first
quarter of 2018.
ii. Among others, based upon the forecast of current expenses of the Company as well as evaluations of the Company for receipt of available cash flow from the leasing of
assets in income-generating projects of the Company, whose construction was completed or is expected to be completed during the reported period. It should be clarified
that the cash flow is based on lease contracts that were signed with various lessees in the projects, as well as a general evaluation of occupation rates and anticipated lease
fees.
iii. External cash flow - An external cash flow was assumed by way of issuing of rights or in any other manner, up to an amount of Approx. $16 million, assuming that the total
amount will be transferred during the remaining nine months of 2016. As of today, an amount of $2.1 million from that amount was already transferred to the company.
iv. Payment of negotiable debentures - During the years of 2016, 2017 and the first quarter of 2018, it was not assumed that there would be payment of principal to the
Debenture Holders.
v. Repayment of bank loans and interest in subsidiaries - since the beginning of the year, the company has not paid a total of approximately US $ 3.6 to Sber Bank one of
the financing banks of the company.
The cash flow projection based on the signed agreement with Sber Bank as reported by the Company, to form a new layout for the payment of the loans provided by the
Bank - a reschedule of outstanding loans over a period of 10 years with a balloon payment of approximately 81% on average at the end of the period. The arrangement
includes a mechanism for "Cash Sweep" which principal payments may be higher based upon the level of net operating income of the yielding assets. The average interest
rate of loans provided by Sber Bank will change from -7.92% and will be set at a rate of 7.37% at the initial stage and if the company will fulfil the conditions precedent as
stated at the company’s announcement , the rate will be set at 7%.
vi. The execution of investments in projects is stipulated in the ability of the Company to meet the forecast of receipt of current cash flow, as specified in Sections i and ii
above, and receipt of credit for the funding of the projects.
(*) $2,100k from $16,000k already invested in 2Q2016
33
In ‘000 USD 9 months
ending on
Dec 2016
12 months
ending on
Dec 2017
3 months
ending on
Mar 2018
Cash opening balance (solo)
11,159
15,724
17,621
Cash in subsidaries out of Russia
594 - -
Repayment of loans by the subsidiaries
(5,749)
8,105
300
(*) External Investment
16,000 - -
Total sources
10,845
8,105
300
Cash flow from operating activity
(6,280)
(5,758)
(1,270)
Interest payments to bonds holders -
(450) -
Bonds repayment - - -
Total uses
(6,280)
(6,208)
(1,270)
Cash closing balance (solo)
15,724
17,621
16,651
Remaining cash balances with the subsidiaries
2,992
3,011
3,048
Cash closing balance (consolidated)
18,716
20,632
19,699
The Assumptions at the Basis of the Cash Flow:
The opening balance includes a total of approx. $11.2 million which is deposited in trust in favor of the Company.
The Company is handling negotiations with the Debenture Holders. In consequence of an additional deterioration in the economic condition in Russia, inter alia,
reflected in an additional sharp depreciation of the ruble rate, the Company together with the Trustees for the Debenture Holders of the Company, are examining the
possibility of executing a settlement with the Debenture Holders of the Company by way of full or partial conversion of the debt to the Debenture Holders into capital
of the Company. Within the framework of this anticipated cash flow, no payments of principal to the Debenture Holders during the years of 2016 and 2017 were
assumed.
i. Restrictions of use applying to the aforementioned cash are not different from the current restrictions prevailing at the "solo" level of the Company.
ii. In consequence of the economic condition prevailing in Russia, it could be that the subsidiaries, holding the income-generating projects of the Company,
will be unable to raise internal financial sources, in order to meet the service of their financial debt. The Company anticipates that to the extent necessary it
will transfer these amounts, in order to allow the subsidiaries to meet the service of their debts.
iii. External cash flow - An external cash flow was assumed by way of issuing of rights or in any other manner, up to an amount of Approx. $16 million,
assuming that the total amount will be transferred during the remaining nine months of 2016. As of today, an amount of $2.1 million from that amount was
already transferred to the company.
iv.Payment of negotiable debentures - During the years of 2016, 2017 and the first quarter of 2018, it was not assumed that there would be payment of
principal to the Debenture Holders.
The anticipated cash flow and the assumptions at its heart should be regarded as future anticipating information. The anticipated cash flow includes
various evaluations and estimates as to the income and financing sources of the Company and the expenses and payments expected to it. These
evaluations are based upon the information available to the Company on the date of publication of the report, relying upon work plans of the Company
and its evaluations as to its ability to sell assets, receive credit and loans, maintain current credit frameworks and also on rates of currencies shortly
before the publication of the report, as well as additional factors, specified in the aforementioned assumptions. There is no certainty that these
evaluations and estimates of the Company will realize, inter alia, bearing in mind that they depend upon factors that the Company has no influence
thereupon, such as worsening of the macro economical condition in Russia, changes in the business and regulatory environment in the real-estate field
in Russia, lack of economic certainty which is liable to lead to a decrease in the demand for commercial assets, offices and apartments, changes in rates
of foreign currencies, affecting the liquidity of the Company and its credit frameworks, and also fluctuations in indexes, presenting indicators of
inflationary changes. These factors, as stated, are liable to essentially affect the ability of the Company to realize assets and to receive loans and credit,
and also to
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