«ATLAS ESTATES LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Atlas Estates Limited Martello Court Admiral Park St Peter Port ...»
13. Share based payment On 23 February 2006 the Company executed and adopted a Warrant Instrument and thereby constituted up to 5,114,153 Warrants that were issued on 24 February 2006 conditional upon the Company’s admission to AIM on 1 March 2006. This was increased by 373,965 on 20 March 2006 upon the exercise of the Greenshoe provisions of the placing agreement. The Warrants are exercisable during the period commencing on Admission to AIM and expiring on the earlier of: (i) seven years from Admission; or, (ii) upon an offer or becoming entitled to acquire the entire issued share capital of the Company. Each of the Warrant Recipients has agreed to certain restrictions on his/its ability to exercise or transfer the Warrants held by him/it.
51ATLAS ESTATES LIMITED
NOTES TO THE FINANCIAL STATEMENTSThe exercise price of each of the Warrants is £3.41 (€4.20 as at 31 December 2012). The exercise price and number of ordinary shares relating to such Warrants will be subject to adjustment in respect of dilution events, including the payment by the Company of cash or special dividends, any amalgamation, reorganisation, reclassification, consolidation, merger or sale of all or substantially all of the Group’s assets and other dilutive events. The Warrants are freely transferable.
Warrants were valued using the Black-Scholes option pricing model. The fair value per warrant granted and
the assumptions used in the calculation are as follows:
The Company has appointed AMC to manage its property portfolio. In consideration of the services provided, AMC received a management fee of €1.0 million for the year ended 31 December 2012 (2011: €1.7 million). Under the agreement, AMC are entitled to a performance fee based on the increase in value of the properties over the 12 month period to 31 December 2012. No performance fee is due for the year ended 31 December 2012 (2011: €nil).
As of 31 December 2012, €0.4 million included in current trade and other payables was due to AMC (2011: €0.8 million).
(b) In 2012 the Company recharged part of AMC management fee totalling €0.9 million (2011: €nil) to its subsidiary (Atlas Estates Investment BV).
The loan receivable from subsidiary (Atlas Estates Investment BV) is interest bearing and the Company charged its subsidiary €0.2 million as interest (2011: €0.3 million). As at 31 December 2012 the loan balances including capitalised interest due from subsidiaries were €0.8 million (2011: €8.2 million).
(c) The loan payable from subsidiary (HGC Gretna Investments Spółka z ograniczoną odpowiedzialnością SKA.) is interest bearing and the Company was charged €12 thousand as interest (2011: €11 thousand as interest). As at 31 December 2012 the loan balance including capitalised interest due to subsidiary were €0.5 million (as of 31 December 2011: €0.4 million).
(d) The loan payable from subsidiary (Atlas Estates Antilles B.V.) is interest bearing and the Company was charged €141 as interest (2011: €45). As at 31 December 2012 the loan balance including capitalised interest due to subsidiary were €13.1 thousand (2011: €7.3 thousand).
16. Post balance sheet events As of the date of these financial statements no post balance sheet events have been noted to disclose within these financial statements.
17. Significant Agreements No new significant agreements have been entered into.
18. Other items
18.1 Information about court proceedings The Company is not aware of any proceedings instigated before a court, a competent arbitration body or a public administration authority concerning liabilities or receivables of the Company, or its subsidiaries, whose
joint value constitutes at least 10% the Company’s net equity, except for legal proceeding against:
Atlas Estates Limited and Atlas Estates Investment B.V.
Atlas Estates Limited (“AEL”) was notified on 9 March 2011 that Stronginfo Consultants Ltd and Columbia Enterprises Ltd (the “Plaintiffs”) have submitted to an arbitrator a statement of claim against Atlas Estates Investment B.V. with its seat in Amsterdam, the subsidiary of AEL as the primary debtor and AEL itself as the guarantor (the “Defendants”) asking arbitrator to order the Defendants to provide a full and accurate accounting basis for the calculation of the Completion Consideration as defined in the agreement dated May 8, 2006 on transfer of shares from the Plaintiffs to Atlas Estates Investment B.V. and demanding payments of Completion Consideration which in the absence of any actual accounting yet was estimated by the Plaintiffs of total 55,420,000 PLN.
NOTES TO THE FINANCIAL STATEMENTSThere are no other material legal cases or disputes that are considered material to the financial statements that would either require disclosure or provision within the financial statements.
18.2 Financial forecasts No financial forecasts have been published by the Company in relation to the year ended 31 December 2012.
19. Principal subsidiary companies and joint ventures The table below lists the current operating companies of the Group. In addition, the Company and the Group owns other entities which have no operating activities. All Group companies are consolidated.