RNS Number : 7699D
Trader Media East Ltd
28 April 2017
 

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Filing of 2016 Annual Report & Accounts

Amsterdam, The Netherlands - April 28, 2017

Trader Media East Limited ("the "Company" or "TME" or "Group") announces that it has sent its Annual Report 2016, and Audited Consolidated Financial Statements for the year ending December 31, 2016.

A copy of the Company's Annual Report 2016 containing audited financial statements is available on the Company's website at www.tmeast.com .

CHAIRWOMAN'S STATEMENT

2017 Overview & 2016 Financial Results

In 2016, we have continued our transformation to "pure digital" operation in the Russian Federation. 10 of our franchise agreements for the ongoing print operations were discontinued due to inefficiencies and declining interest in print. Remaining franchisees are working like agencies, selling our digital portfolio against commissions. We focused on growing the efficiency of this franchise network as well as growing revenues of Moscow, St. Petersburg and Tambov (regional call-center) operations which are under full control of the Moscow headquarters.

In 2016, we have continued our cost efficiency program and decreased the number of staff in our pure digital operations. We increased the efficiency of Tambov call-center operation and transferred "IRR.ru" clients from St. Petersburg to Tambov. St. Petersburg office will continue its sales activities for "JOB.ru".

Our operations in CIS countries undergo similar restructuring processes that have been initiated and conducted in the Russian Federation. We are planning to close our printing business in Kazakhstan and focus entirely on developing our digital business there. We have been strengthening our efforts to promote our online resources in Belarus as well while diminishing our footprint in the publishing business.

In 2016, we have achieved improvements in our digital products "JOB.ru" and "IRR.ru" offering our clients an optimised usage experience in all segments. In 2017, we will focus on improving the overall engagement level of "IRR.ru" users by offering them a higher quality website. For "JOB.ru" our main efforts will be focusing on being more mobile-oriented with features geared towards our actual user-base.

On the macro side, in 2017 we forecast that the Russian economy will continue accelerating its growth which started to pick up in late 2016 and recover the adverse impacts on the trading activities in the real estate and car markets.

TME Board of Directors is committed to the transformation plan and thinks that it is an opportunity for the shareholders to re-gain back the value in the future.

Dividend

TME Board of Directors is not recommending a distribution.

 

Vuslat Sabanc?

Chairwoman

28 April 2017

MESSAGE FROM THE CEO

The transformation of becoming a purely digital company continued in all regions we operate. We accomplished our focused tasks in 2016 in reducing costs and introducing new products for the competitive market in the Russian Federation. Inefficient print operations through some of our franchisees were discontinued, also due to the declining print trends. We now have 12 franchisees in the Russian Federation for our print business, and 6 franchisees for online sales.

In 2016, we continued our relentless pursuit on reducing our headcount from 784 to 546 and we are aiming to reduce this number down to approximately 200 in 2017, since optimising our cost is very important to us on our pure digitalisation. Our efforts to increase the sales efficiency of Tambov call-center had a significant success and the operations of Tambov will be evaluated by industry experts which will continue for the better in the second quarter of 2017.

In 2017, we will focus on building higher quality on "IRR.ru" website with better UX and added features, improving our content quality with automated moderation in addition to wider regional coverage and offering more relevant search results by constantly improving our algorithm and making the switch to performance marketing. On the technical side, ongoing source code refactoring and improving the speed of our website are critical steps which we will continue to take in 2017. The main efforts for "JOB.ru" will have a focus on increasing the mobile-orientation with features geared towards our actual user-base. Features such as EASY CV and Pay-Per-Applicant will be introduced sometime in 2017 which will make the user experience much easier both for employers as well as for job seekers.

On the digitalisation front, we will be releasing the second versions of our mobile applications (both iOS and Android) in addition to making our mobile web version fully functional both for private and business users.   A new and improved VAS (Value Added Services) will be introduced to our users to maximise our revenues in addition new "Primary Real estate" section which will emphasize lead generation as an additional and growing revenue source.

On behalf of Top Management, I would like to thank the Shareholders and Board of Directors of the Company for their belief and commitment in the Russian market and our initiatives.

 

 

 

Kamil Nurettin Özörnek

Chief Executive Officer, CEO

28 April 2017



 

REPORT OF THE BOARD OF DIRECTORS

The Directors of the Group present their report and the audited consolidated financial statements for the year ended 31 December 2016.

Incorporation

The Company was incorporated in Jersey, Channel Islands in November 2015 and it was re-registered on 6 February 2006.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the financial statements in accordance with any applicable law and regulations.

Under Article 105(11) of the Companies (Jersey) Law 1991 the directors of a holding company need not prepare separate financial statements (i.e. Company only financial statements) if consolidated accounts for the Company are prepared, unless required to do so by the members of the Company by ordinary resolution. The members of the Company had not passed a resolution requiring separate financial statements and, in the Directors' opinion, the Company meets the definition of a holding company. As permitted by law, the Directors have elected not to prepare separate financial statements.

The Companies (Jersey) Law 1991 requires the Directors to prepare the financial statements for each financial year. Under that law, the Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). The consolidated financial statements are required by law to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

International Accounting Standard 1 requires that the consolidated financial statements present fairly for each financial year the Group's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the preparation and presentation of financial statements". In virtually, all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. However, the Directors are also required to:

·           properly select and apply accounting policies;

·           present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

·           provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

·           make an assessment of the Group's ability to continue as a going concern.

The Directors confirm they have complied with all the above requirements in preparing the consolidated financial statements.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.



 

The maintenance and integrity of the website is the responsibility of the Directors, the work carried out by the auditors does not involve consideration of these matters and accordingly, the auditors accept no responsibility for any changes that may have occurred to the information contained in the consolidated financial statements since they were initially presented on the website.

The Directors are also required by the Disclosure and Transparency Rules (DTR) of the United Kingdom Listing Authority (UKLA) to include a Management Report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group.

Directors' Statement pursuant to the Disclosure and Transparency Rules (DTR)

Each of the Directors, whose names and functions are listed on pages 6 and 7 confirm that, to the best of each person's knowledge and belief:

·           the Consolidated Financial Statements, prepared in accordance with IFRS as adopted by EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole;

·           the Directors' Report contained in the Annual Report includes a review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

·           the Annual Report and the Consolidated Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders to assess the Group's performance, business model and strategy.

Principal Activities

TThe Group is one of the leading marketplace for communities of generalist, real estate, auto and recruitment, with strong local brands, serving local markets in the Russian Federation, Kazakhstan and Belarus. The Group produces 6 print titles, with 0.3 million readers per month and hosts 9 websites, with 9.8 million unique monthly visitors. The Group is one of the largest companies in the region operating with weekly and daily newspapers and websites, primarily in the generalist, real estate, automotive and recruitment categories.

Results and Dividends

The profit and loss account of the Group for the year ended 31 December 2016 is set out in the audited consolidated financial statements. No dividends were paid during the year 2016.

Directors

The composition of the Board of Directors as at 31 December 2016 is as follows:

·              Mrs. Vuslat Sabanc? as Chairwoman, Senior Director;

·              Mr. Turhan Cemal Beriker as Vice-Chairman & Senior Director;

·              Mrs. Özlem Merto?lu-Munano?lu as Senior Director; and

·              Mr. Kamil Nurettin Özörnek as CEO and Director.

Directors' Interests

No options were granted to or exercised by any director of TME in the period between 31 December 2016 and the signing date of these audited consolidated financial statements. None of the directors had a material interest in any contract of significance to which the Group was a party during the year.

Policy on Payment of Creditors

It is Group policy, in respect of all of its suppliers, to settle the terms of payment when agreeing each transaction, to ensure that suppliers are made aware of the terms of payment and to abide by those terms. The average number of creditor days in relation to trade creditors outstanding depends on each country where we generally apply local practices.

Financial Risk Management

The Group finances its operations through the generation of cash from operating activities and from bank borrowings. Liquidity risk is managed through forecasting the future cash flow requirements of the business and maintaining sufficient cash at bank balances

Principal Risks and Uncertainties

The following risks and uncertainties could have an effect on the Group's performance. As at the date of this report, the Board considers the risks described below as the principal risks facing the Group. The Group has a risk management structure in place that is designed to identify, manage, and mitigate business risks. This forms part of the Group's system of internal control that is described in detail in Corporate Governance. The key risks identified through this risk management process, and how they are managed is detailed below.

General

The Group's activities expose it to a variety of operational and financial risks; these risks are market risk including the effects of changes in debt and equity market prices, foreign currency exchange rates, fair value interest rate risk, and cash flow interest rate risk, credit risk, and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets   as well as changeable parameters of the Russian economy and seeks to minimize potential adverse effects on the financial performance of the Group. As the Group operates in different regions and countries, TME headquarters deal effectively with the coordination of management of different entities.

Risks relating to the Group's Business and Industry

According to Federal Statistics Service' preliminary report, Russia's economy dipped by 0.2% in 2016. Russia's economy has been slowly climbing back after a sluggish 2015 and 2016 amid lower oil prices and economic sanctions . Published data suggests that two industries pushed the economy forward: Manufacturing rose by 1.4% in 2016 and the production of natural resources was up by 0.2%. However, on the flip side, consumption remained weak. Wholesale and retail trade dropped by 3.6%.

The economic growth in Kazakhstan slowed to just 1.0% in 2016 from 1.2% in 2015, as the combination of lower crude oil and industrial metals prices along with a protracted recession in Russia dented growth. Nonetheless, the economy was helped by an expansionary fiscal policy and a gradual relaxation of interest rates as the local currency, Tenge, showed signs of stabilisation.

In 2016, GDP in Belarus decreased 2.6%, according to the National Statistical Committee (Belstat). The second consecutive annual contraction was thus softer than in 2015, when the economy decreased a more severe 3.9%.

Risks relating to the Group's Financial Condition

The Group is exposed to variety of financial risks due to its operations. These risks include liquidity risk, funding risk, credit risk and foreign currency risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.

The Group finances its operations through loan facilities provided by its controlling shareholder, Hurriyet Group, as well as bank loans. Liquidity risk is managed through forecasting the future cash flow requirements of the business.

Competitive Forces

The markets in which the Group operates are highly dynamic and competitive. The majority of its co-operation is long term in nature and access to the key platforms is critical to the success of the business. This requires sustained investment in technology, capability and infrastructure, which presents a high barrier to entry. However, these factors alone do not protect the Group from competition, such that price competition and technical advances made by competitors could adversely affect the Group's results. The Group has developed a balanced business portfolio and maintained a steady improvement in operational performance, which together with the establishment of long-term customer relationships and sustained investment in technology acquisition, allow the Group to respond to competitive pressure.

 

Foreign Currency

A high proportion of the Group's sales (72.6%) and operating loss arise in the Russian Federation. As a result, the Group's reported results in 2016 have been negatively affected by the weakening of the Russian Rouble (RUB) against the US Dollar (US$) (9.0% on an annual average basis) versus 2015.

Legal Risks

The Group operates internationally and is subject to applicable laws and regulations in a large number of jurisdictions. Combined with this, the large numbers of customers and suppliers to the Group result in a complex set of contractual obligations and a risk of non-compliance with the applicable laws and regulations.

The Group addresses this risk in a number of ways:

·           through reviews, advice and opinions provided by the in-house legal department;

·           monitoring and reporting of issues by the Internal Audit function;

·           internal control processes requiring local and Group's Executive Management to report on areas   of potential non-compliance; and

·           controls on the levels of the Management required to approve proposed contractual arrangements.

Charitable and Political Donations

The Group did not make any material charitable or political donations during the year.

Intangible Assets

Historically, the Group has attributed value to its main tradenames and goodwill in allocating a part of the purchase price paid for its subsidiaries to these intangible assets. These values attributed to intangible assets are referred to in Note 14 to the consolidated financial statements.

Purchase of Own Shares

The Group did not purchase any of its shares for cancellation during the year. At present, the Group had no authority to purchase Group's issued ordinary share capital.

Secretary

E. Ekin Çayhan has been the Company Secretary since 13 May 2016.

Independent Auditors

AO PricewaterhouseCoopers Audit[1] was appointed as External Auditor to the Group at the Annual General Assembly on 13 June 2016.

A resolution to appoint the auditors and to authorise the directors to fix their remuneration will be proposed at the Annual General Meeting (AGM), which will be held in 19 June 2017 at the Company's headquarter in Amsterdam, The Netherlands.

By order of the Board                                                                                     Registered office:

SANNE Corporate Service Limited

13 Castle Street

St. Helier Jersey JE4 5UT

Channels Islands

E. Ekin Çayhan

General Secretary & Counsel

28 April 2017



 

RESPONSIBILITY STATEMENT

TME Annual Report & Consolidated Financial Statements of 2016 contain a "Responsibility Statement" in compliance with paragraph 4.1.12 of the DTR signed by order of the Board by Mrs. Vuslat Sabanc? as Chairwoman of the Board & Senior Director, Mr. Turhan Cemal Beriker as Vice-Chairman & Senior Director, and Mrs. Özlem Merto?lu-Munano?lu as Senior Director and Mr. Kamil Nurettin Özörnek as CEO and Director of the Company.

This statement is set out below in full and unedited text. This states that on 28 April 2017, the date of approval of the 2016 Annual Report & Consolidated Financial Statements (Accounts).

Each of the Directors hereby confirm:

"To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the Group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group".

Amsterdam, The Netherlands

28 April 2017

 

TRADER MEDIA EAST LIMITED

 

 

____________________

Vuslat Sabanc?

Chairwoman

 

 

 

 

 

____________________

Kamil Nurettin Özörnek

CEO, Director


Independent Auditor's Report

 

To the Members of Trader Media East Limited

 

Report on the audit of the consolidated financial statements

Our opinion 

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Trader Media East Limited (the "Company") and its subsidiaries (together - the "Group") as at 31 December 2016, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

What we have audited:

The Group's consolidated financial statements, included within the annual report, comprise:

·      the consolidated statement of financial position as at 31 December 2016;

·      the consolidated statement of profit or loss and other comprehensive income for the year then ended;

·      the consolidated statement of changes in equity for the year then ended;

·      the consolidated statement of cash flows for the year then ended; and

·      the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Auditor's Professional Ethics Code and Auditor's Independence Rules that are relevant to our audit of the consolidated financial statements in the Russian Federation.  We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.


Our audit approach

Overview


Materiality

Overall group materiality: United States Dollars ("USD") 448 thousand, which represents 5% of the loss before tax and before one-off items (further explained below)

Audit scope

·       We conducted our audit work on 8 Group entities in 4 countries.

·       Because of the centralised structure of the Group, the audit was performed entirely in Russia.

·       Our audit scope addressed 97% of the Group's revenues and 95% of Group's absolute value of underlying loss before tax.

 

Key Audit Matters

Impairment assessment of goodwill and intangible assets with indefinite useful lives

Going concern assessment

We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

 

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the financial statements as a whole.



 

Overall group materiality

USD 448 thousand

How we determined it

Based on 5% of the Group's loss before tax and before one-off items for the year ended 31 December 2016

Rationale for the materiality benchmark applied

We have applied this benchmark based on our analysis of the information needs of the stakeholders and other users of the consolidated financial statements. In accordance with the restructuring of the Group in recent years and approved forecasts, the Group is expected to incur operating losses at least for another year. Impairment of goodwill amounting to USD 5.8 million was excluded from loss before tax calculation as it is a significant one-off item.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Key audit matter

How our audit addressed the Key audit matter

Impairment assessment of goodwill and intangible assets with indefinite useful lives

Refer to note 4.4 and note 15 in the consolidated financial statements for the related disclosures.

We focused on this area due to the size of the goodwill (USD 32.4 million at 31 December 2016) and intangible assets with indefinite useful lives (USD 25.1 million at 31 December 2016), together representing 91% of total assets, and because the assessment of the 'value in use' of the Group's Cash Generating Units ("CGU") involves a high level of management's judgement about future results of the business and the discount rate applied to the forecasted future cash flows.

In the current economic environment and particularly in the sector the Group is operating in, we note high volatility of macroeconomic parameters used in the discounted cash flow ("DCF") models prepared by management, which makes forecasting more difficult and judgemental.

Management used its best estimates based both on internal analysis and on publicly available market data, and involved external experts to prepare a valuation report based on a DCF model to calculate the enterprise value of the CGUs where goodwill and intangible assets with indefinite useful lives were allocated.

We identified and assessed the following inputs which the valuation is most sensitive to:

•     revenue growth rates and EBITDA margins for the forecast period and in perpetuity; and

•     the discount rate used in the DCF model.

 

We examined the assumptions and forecasts made by management in the DCF model to assess the recoverability of the carrying amount of goodwill and intangible assets with indefinite useful lives. We focused on the appropriateness of CGU identification, methodology applied to estimate recoverable amounts, discount rates and forecast cash flows. Specifically:

•     We compared the methodology applied in the value in use calculation with the requirements of IAS 36, Impairment of Assets ("IAS 36") and checked the mathematical accuracy of the management's model.

•     We checked that the cash flow forecasts used in the valuation are consistent with the information used by the shareholders and have considered the historical accuracy of management's forecasts.

•     We challenged management on their cash flow forecasts and the growth rates for 2017 and beyond by considering evidence available to support these assumptions, their consistency with findings from other areas of our audit, and by performing sensitivity analyses.

•     We considered the qualifications and independence of the external expert to support the reliability of their report.

•     We used our valuation experts to assist us in assessing the discount rate and long-term growth rates applied within the model, including comparison to macroeconomic and industry forecasts, where appropriate.

•     We performed a further sensitivity analysis to assess additional impairment that would need to be recorded if reasonably possible changes in key assumptions occurred.

•     We considered the appropriateness of the related disclosures in Note 15 of the consolidated financial statements.

Based on the results of our work, we found no material exceptions in relation to management's assessment of the recoverable amount of goodwill and intangible assets with indefinite useful lives and the respective impairment loss recorded in the current year. The carrying value of these assets is most sensitive to reasonably possible changes in key assumptions. Consequently, in accordance with IAS 36, management has provided additional disclosures in respect of these sensitivities in Note 15 to the consolidated financial statements.

We confirmed that the disclosures within Note 15 were in accordance with the requirements of IAS 36.

 

 

 

 

 

Going concern assessment

Refer to note 4.1 in the consolidated financial statements for the related disclosures.

 

The Group incurred a net loss of USD 15.2 million during the year ended 31 December 2016 and at the reporting date, the Group's current liabilities exceed its current assets by USD 6.8 million. Furthermore, the Group incurred a negative operating cash flow of USD 6.6 million.

The above factors necessitated further assessment of whether it is appropriate for the Group to continue preparing the consolidated financial statements on a going concern basis.

We considered this to be a key audit matter because management's assessment involves significant assumptions and judgements which are based on their best estimates, analysis of the current market conditions and the Group's performance.

 

Our audit procedures included obtaining and examining management's business plan for the next five-year period, which is also used as a basis for the DCF model in the impairment assessment of goodwill and intangible assets with indefinite useful lives.

We challenged management's assumptions used in the forecast period by considering available evidence to support these assumptions.

We performed procedures to obtain audit evidence in relation to the share capital increase in August 2016.

Furthermore, we obtained a copy of the letter of support from Hurriyet Gazetecilik ve Matbaacilik A.S. ("Hurriyet"), the Group's parent company, confirming that Hurriyet will continue to provide financial support to the Group to enable it to continue in operation and to meet its obligations as and when they fall due, for the foreseeable future. We have obtained the consolidated financial statements of Hurriyet for the year ended 31 December 2016 to consider whether the consolidated financial statements of Hurriyet showed sufficient resources to provide this support.

No material exceptions were identified based on our procedures performed. We also compared the disclosures in Note 4.1 to the consolidated financial statements to the requirements of IFRS and found no material exceptions.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to be able to give an opinion on the consolidated financial statements as a whole, taking into account the geographic and management structure of the Group, the accounting processes and controls and the industry in which the Group operates.

The Group is headquartered in Jersey with two significant components located in Moscow, Russian Federation where management functions are also carried out. Therefore we identified the following significant components where we performed full scope audit procedures: LLC Pronto Media Holding and LLC ID Impress Media. In addition, we performed specified audit procedures over selected financial information of several non-significant components located in the Russian Federation, Belarus, Kazakhstan and Jersey. We also performed audit procedures over the consolidation of the Group's components and significant consolidation adjustments.

Other information

The directors are responsible for the other information. The other information comprises the annual report (but does not include the consolidated financial statements and our auditor's report thereon).

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of directors and those charged with governance for the consolidated financial statements

The directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), the requirements of the Companies (Jersey) Law 1991 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and not using the going concern basis of accounting where management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.       

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

·       Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

·       Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

·       Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

·       Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

·       Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

·       Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

Report on other legal and regulatory requirements

Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:

·    we have not received all the information and explanations we require for our audit;

·    proper accounting records have not been kept; or

·    the consolidated financial statements are not in agreement with the accounting records.

We have no exceptions to report arising from this responsibility.

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Article 113A of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

 

 

 

Alexei Ivanov

For and on behalf of AO PricewaterhouseCoopers Audit

Chartered Accountant and Recognised Auditor

Moscow, Russian Federation

 

28 April 2017

 

 

 

 

 

 

The maintenance and integrity of the website of Trader Media East Limited is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

 

TRADER MEDIA EAST LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Amounts expressed in millions of US Dollars ("USD") unless otherwise indicated)

 

Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdiction


For the years ended

 



31 December

31 December

 


Notes

2016

2015

 

Continuing operations




 

Revenue

6

9.8

21.4

 

Cost of sales

7

(6.7)

(14.3)

 

Gross profit


3.1

7.1

 

Marketing, selling and distribution expenses

7

(2.6)

(5.4)

 

General administrative expenses

7

(5.2)

(9.3)

 

Other operating expenses, net

7

(0.5)

(0.5)

 

Operating loss


(5.2)

(8.1)

 





 

Financial expenses, net

8

(3.7)

(10.8)

 

Impairment loss on investments in associates

12

-

(0.8)

 

Impairment loss on goodwill

15

(5.8)

(1.2)

 

Gain on change in a liability to former non-controlling interest

21

-

4.6

 

Loss on disposal of subsidiaries

28

(0.2)

(0.1)

 

Gain on sale of property, plant and equipment


0.1

0.1

 

Loss before tax


(14.8)

(16.3)

 

Income tax expense

9

(0.4)

(0.3)

 

Net loss for the year


(15.2)

(16.6)

 

Attributable to:




 




 

Equity holders of the Company


(15.2)

(16.4)

 

Non-controlling interests


-

(0.2)

 



(15.2)

(16.6)

 

Other comprehensive income / (loss)



Items that may be reclassified subsequently to profit or loss



- Exchange differences on translating foreign operations

11.0

(9.4)

Total comprehensive loss for the year

(4.2)

(26.0)

Attributable to:





Equity holders of the Company

(4.2)

(26.1)

Non-controlling interests

-

0.1


(4.2)

(26.0)

Loss per share




 

Weighted average number of




 

ordinary shares in issue (thousands)

27

200,000

60,000

 

Basic and diluted loss per share




 

(US Dollar per share)

27

(0.08)

(0.27)

 

Basic and diluted loss per share




 

(US Dollar per share) attributable to the owners of the Company

27

(0.08)

(0.27)

 

 

 

 

 

 

TRADER MEDIA EAST LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts expressed in millions of US Dollars ("USD") unless otherwise indicated)

 



31 December

31 December


Notes

2016

2015

ASSETS




Non-current assets




Property, plant and equipment

10

0.3

0.8

Investment property

11

0.3

-

Goodwill

13

32.4

31.9

Other intangible assets

14

27.4

22.2

Deferred tax assets

9

0.1

0.2

Total non-current assets


60.5

55.1

 

Current assets




Inventories

16

0.1

0.1

Trade receivables

17

0.5

0.7

Current income tax asset

9

0.1

0.1

Other current assets

24

0.8

0.8

Cash and cash equivalents

18

1.1

0.6

Total current assets


2.6

2.3

Total assets


63.1

57.4

EQUITY







Share capital

19

76.8

9.6

Additional paid-in capital

19

21.0

696.8

Translation reserve


16.2

5.3

Accumulated losses


(65.1)

(746.7)

Total equity/ (deficit) attributable to equity holders of the Company


48.9

(35.0)

Non-controlling interests


0.1

(0.1)

Total equity (deficit)


49.0

(35.1)

 

LIABILITIES




Non-current liabilities




Deferred tax liabilities

9

4.7

3.7

Total non-current liabilities


4.7

3.7





Current liabilities




Borrowings

20

4.4

37.7

Liabilities relating to former non-controlling interests

21

-

1.9

Trade payables

22

1.9

0.9

Amounts due to shareholders

23

1.1

46.3

Current income tax liabilities

9

0.1

0.1

Other current liabilities

25

1.9

1.9

Total current liabilities


9.4

88.8

Total liabilities


 14.1

92.5

Total liabilities and equity


 63.1

57.4

 


About Trader Media East

TME is one of the leading market place for communities of generalist, real estate, auto and recruitment, with strong local brands, serving local markets in the Russian Federation, Kazakhstan and Belarus.

TME was founded in November 2005, and comprises the former operations of Trader Classified Media N.V. Currently, the Group employs 546 permanent employees in 3 countries.

TME's branded classified advertising websites and publications and related specialized services have leading positions in specific markets in the following countries: Belarus, Kazakhstan, and the Russian Federation.

Forward-Looking Statements

 

Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of Trader Media East or its officers with respect to various matters. When used in this document, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcome to differ materially from those suggested by any such statements. Those factors include, but are not limited to, risks or uncertainties described in our publicly filed documents.

 

These forward-looking statements speak only as of the date of this document. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

 

 

 

Investor Relations Contact Information                                 

Ms. Sema ?pek Erhan

Investor Relations Manager

Tel: +90 212 449 6554

e-mail: [email protected]

                

 



[1] AO PricewaterhouseCoopers Audit was appointed at the Annual General Assembly in June 2016 and has been the external auditor to the Group since August 2016.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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