Market announcement

Title

Results of Operation for the 3rd quarter 2012

Message

MANAGEMENT REPORT

Contractual Highlights

 AS Tallinna Vesi tariffs continue to be on the same level based on temporary
injunction granted by the Court for the period of court proceedings to protect
the Company from the unilateral breach of privatization agreement by Estonian
Authorities (more information available at end of the paper from section
Contractual tariff debate). 

At end of May the District Court ruled that AS Tallinna Vesi’s Services
Agreement, that was part of the international privatisation, is a public law
contract, overturning the Competition Authority’s claim that the tariff
mechanism specified in the Services Agreement is allegedly a civil law
agreement that the company cannot rely on in an administrative court. In June
2012 the Competition Authority appealed this decision. 

In September the Supreme Court rejected the Competition Authority’s appeal,
meaning that the District Court’s decision has been upheld. It is now for the
Administrative Court to determine whether or not the Services Agreement is
binding on the Competition Authority, however the tariff mechanism has been
deemed a public law contract. 

AS Tallinna Vesi firmly believes that the terms and conditions of the
international privatisation contract that has been deemed a public law contract
should not be broken simply by transferring the duties of the regulator from
one state institution (the City of Tallinn) to a different state institution
(the Competion Authority). 

AS Tallinna Vesi was privatised in 2001 with the full support and knowledge of
the Estonian national government, with written confirmations from the Prime
Minister, the Minister of Finance, and the Competition Authority itself
regarding the key terms of the agreements, and utilising the expertise and
guidance of the European Bank for Reconstruction and Development (EBRD). In
addition to approving the framework of the privatisation the State of Estonia
directly benefited as the sovereign guarantee it had been required to provide
to EBRD to secure the then municipal AS Tallinna Vesi’s loans was passed to the
Strategic Investor on privatisation. 

Discussion of the complaint submitted to the EU Commission is ongoing.

Average real return on capital invested at privatization still 6.2% since 2001.

The Company has continuously stated its belief in fully transparent regulation
and its willingness to enter into meaningful and evidence-based dialogue that
takes into account the privatization contract signed in 2001. 



RESULTS OF OPERATIONS - FOR THE 3rd QUARTER 2012

Financial highlights of 3rd quarter 2012

In the 3rd quarter of 2012 the Company’s underlying performance was good and
stable, continuously focused on the improvement of operational performance and
customer service. 

During the 3rd quarter of 2012 the sales increased by 0.8% mainly due to
increase from commercial sectors and outside service area. Gross profit
increased by 5.1% and the operating profit from main business activities
increased by 4.7% in the 3rd quarter of 2012. Total operating profit decreased
by 1.0% during the same period as a result of completion of considerably
smaller proportion of the construction program than in 3rd quarter of 2011. 

mln €           3 Q     3 Q     3 Q     Change  9        9        9       Change
                 2010    2011    2012            months   months   month        
                                                 2010     2011    s 2012        
--------------------------------------------------------------------------------
Sales             12,5    13,0    13,1    0,8%     37,2     38,2    39,2    2,8%
Gross profit       7,2     7,8     8,2    5,1%     22,2     23,1    24,2    4,6%
Gross profit      57,9    59,8    62,4    4,3%     59,6     60,6    61,7    1,8%
 margin %                                                                       
Operating          6,5     7,0     7,0   -1,0%     20,4     20,8    20,2   -3,1%
 profit                                                                         
Operating          6,1     6,5     6,8    4,7%     18,7     19,7    19,9    1,1%
 profit - main                                                                  
 business                                                                       
Operating         51,9    54,2    53,3   -1,8%     54,7     54,6    51,5   -5,7%
 profit margin                                                                  
 %                                                                              
Profit before      5,9     4,4     6,5   48,8%     17,0     18,1    18,4    1,8%
 taxes                                                                          
Net profit         5,9     4,4     6,5   48,8%      8,5     13,8    13,9    0,8%
Net profit        47,5    33,6    49,5   47,6%     22,8     36,2    35,5   -1,9%
 margin %                                                                       
ROA %              3,4     2,4     3,4   43,2%      4,8      7,5     7,3   -3,0%
Debt to total     62,9    61,3    60,2   -1,7%     62,9     61,3    60,2   -1,7%
 capital                                                                        
 employed                                                                       
--------------------------------------------------------------------------------

Gross profit margin – Gross profit / Net sales

Operating profit margin – Operating profit / Net sales

Net Profit margin – Net Profit / Net sales

ROA – Net profit /Total Assets

Debt to Total capital employed – Total Liabilities / Total capital employed

Main business – water and wastewater activities, excl. connections profit and
government grants 



Profit and Loss Statement

 3rd quarter 2012

 Sales

 In the 3rd quarter of 2012 the Company’s total sales increased, year on year,
by 0.8% to 13.1 mln EUR. 91% of sales comprise of sales of water and treatment
of wastewater to domestic and commercial customers within and outside of the
service area, 7% of sales from fees received from the City of Tallinn for
operating and maintaining the storm water system and 2% from other works and
services. 

 Sales of water and wastewater services were 11.7 mln EUR, a 1.4% increase
compared to the 3rd quarter of 2011, resulting from the rise in sales volumes
as described below. 

 Within the service area, sales to residential customers were stable at 5.7 mln
EUR with no change year on year. Sales to commercial customers decreased by
0.8% to 4.6 mln EUR, an mainly due to leisure sectors decrease in the quarter.
Sales to customers outside of the main service area increased by 16.0% to 1.1
mln EUR in the 3rd quarter of 2012. Over pollution fees received were 0.23 mln
EUR, a 28.4% increase compared to the 3rd quarter of 2011. 

 As result of same tariffs billable in 2012 compared to 2011 the sales volumes
reflect the same variances in main services area as prescribed above 

 Outside service area sales volumes were 22.8% higher than in the 3rd quarter
of 2011. The main factor in this increase was higher storm water volumes
supplemented by some increase in sewerage service due to connection of small
areas in neighboring municipalities. This resulted in a sales increase year on
year by 16.0%, the sales increase is lower than volumes increase as storm water
tariffs are lower than sewage tariffs. 

 The sales from the operation and maintenance of the storm water and
fire-hydrant system increased by 5.0% to 1.1 mln EUR in the 3rd quarter of 2012
compared to the same period in 2011. This is in accordance with the terms and
conditions of the contract whereby the storm water and fire hydrant costs are
invoiced based on actual costs and volumes treated. This cost pass through
increase has no impact on profits. 



Cost of Goods Sold and Gross profit

 The cost of goods sold for the main operating activity was 4.9 mln EUR in the
3rd quarter of 2012, a decrease of 0.29 mln EUR or 5.6% from the equivalent
period in 2011. The cost decrease is mainly the result of savings from
switching from outsourcing to insourcing balanced by increased costs due to
higher staff, electricity and chemicals costs as explained below. 

 Total variable costs increased by 0.17 mln EUR or 10.7% year on year in
combination of increase in regulated prices and tax rates and movements in
treatment volumes that affected the variable costs together with the following
additional factors: 

Cost of tax on special use of water increased only by 0.01 mln EUR or 1.8% to
0.23 mln EUR in the 3rd quarter of 2012, despite of 10% increase in tax rates
due to positive impact from reduced leakage ratio. 

Total chemical costs increased by 0.03 mln EUR or 5.7% to 0.47 mln EUR.
Chemicals costs increased mainly due to the increase in chemicals price worth
0.04 mln EUR (0.02 mln EUR coming from methanol price increase by 12%),
balanced by decrease due to the volume impact worth 0.02 mln EUR. 

Electricity costs in total increased by 0.13 mln EUR or 16.5% in the 3rd
quarter of 2012 compared to the 3rd quarter of 2011. Electricity costs were the
most impacted by considerable increase in electricity prices, which on average
have increased 9.8% with an adverse effect of 0.08 mln EUR, in addition the
Company was affected by the adverse impact from the increased treated storm
water volumes. 

Pollution tax increased by 0.01 mln EUR or 9.2% in the 3rd quarter of 2012.
Significant improvements in nitrogen removal could not balance the pollution
tax increase due to the 15% increase in tax rates and 15% increase in volumes. 

The improved nitrogen removal is the result of the environmental project that
was implemented to mitigate the nitrogen treatment and tax risks discussed
throughout the 2010 and 2011. The project was completed by the Company in
second half of 2011 when we finished the construction and implemented the
additional stage in sewage treatment process. 

 To mitigate the external price risk of maintenance services the Company has
switched from outsourcing to insourcing in various areas in the 3rd quarter of
2012. Total fixed cost of goods sold in the main operating activity decreased
by 0.46 mln EUR or 12.7% year on year due to said switch. 

Due to the startup of services the Company increased its headcount resulting in
0.07 mln EUR or 6.5% increase in salary costs due to overall increase in
headcount by 6 employees, which was offset by cost savings for maintenance
services and transportation, worth 0.52 mln EUR. 

 As a result of all of the above the Company’s gross profit for the 3rd quarter
of 2012 was 8.2 mln EUR, which is an increase of 0.39 mln EUR, or 5.1%,
compared to the gross profit of 7.8 mln EUR for the 3rd quarter of 2011. 



Other Operating Costs

 Marketing expenses stayed flat during the 3rd quarter of 2012 compared to the
corresponding period in 2011. 

 In the 3rd quarter of 2012 the General administration expenses increased by
0.16 mln EUR or 16.0% year on year to 1.2 mln EUR, mainly due to the increase
in legal consultancies acquired in the process of tariff dispute. 



 Other net income/expenses

 Other net income decreased by 0.31 mln EUR or 67.3% to a net income of 0.15
mln EUR, compared to 0.45 mln EUR net income in the 3rd quarter of 2011. The
considerable variances are not related to the main operating performance of the
Company. 

 The majority of the income in Other net income/expenses has been related to
constructions and government grants in previous years. As the major programs
were almost entirely completed by end of 2011, the revenues from this activity
have considerably dropped and will continue to drop throughout the rest of the
year. Profits from constructions and government grants recorded in the 3rd
quarter of 2012 were 0.19 mln EUR compared to a net income of 0.57 mln EUR in
the 3rd quarter of 2011. The minor last stage constructions of the extension
program will be completed by end of 2012. 

 The rest of the other income/expenses totaled an expense of 0.04 mln EUR in
the 3rd quarter of 2012 compared to an expense of 0.11 mln EUR in the 3rd
quarter of 2011 that was mainly related to a one-off sale of fixed asset. 



Operating profit

 As a result of above factors the Company’s operating profit from main services
for the 3rd quarter of 2012 totaled 6.8 mln EUR compared to 6.5 mln EUR in the
corresponding quarter in 2011. In total the Company’s operating profit for all
activities for the 3rd quarter of 2012 was 7.0 mln EUR, a decrease of 0.07 mln
EUR compared to an operating profit of 7.0 mln EUR achieved in the 3rd quarter
of 2011. Year on year the operating profit for the 3rd quarter has decreased by
1.0%. 



 Financial expenses

Net Financial expenses were -0.49 mln EUR in the 3rd quarter of 2012, which is
a significant reduction of 2.2 mln EUR or 81.9% compared to 2.7 mln EUR net
expenses in the 3rd quarter of 2011. In 2011 the financial costs were mainly
impacted from the non-cash revaluation of the fair value of swap agreements, in
the 3rd quarter of 2011 the revaluation impact was negative by 2.3 mln EUR and
in the relevant quarter of 2012 the revaluation impact was almost none. 

The standalone swap agreements have been signed to mitigate the majority of the
long term floating interest risk, the interest swap agreements are signed for
75 mln EUR and 20 mln EUR is thereby still with floating interest rate. At this
point in time the estimated fair value of the swap contracts is negative,
totaling 4.9 mln EUR. 

Effective interest rate in the 3rd quarter of 2012 was 3.25%, amounting in the
interest costs of 0.79 mln EUR, compared respectively to 3.45% and 0.84 mln EUR
in the 3rd quarter of 2011. This reflects mainly the adverse impact from swap
agreements that became effective only from the 2nd quarter of 2011. 



Profit Before and After Tax

The Company’s profit before taxes for the 3rd quarter of 2012 was 6.5 mln EUR,
which is 2.1 mln EUR higher than the profit before taxes of 4.4 mln EUR for the
3rd quarter of 2011, resulting from the movements in fair value of financial
instruments as described above. The Company’s profit after taxes for the 3rd
quarter of 2012 was 6.5 mln EUR, which is 2.1 mln EUR higher than the profit
after taxes of 4.4 mln EUR for the 3rd quarter of 2011. 



Results for the nine months of 2012

During the nine months of 2012 the Company’s total sales increased, year on
year, by 2.8% to 39.2 mln EUR. Sales of water and wastewater treatment were
35.5 mln EUR, a 2.6% increase compared to the nine months of 2011. These
increases in sales are due to higher sales volumes during the first nine months
of 2012. 

The operating profit from the Company’s main business activity increased by 0.2
mln EUR or 1.1% to 19.9 mln EUR during the nine months of 2012 compared to the
nine months of 2011. 

The Company’s profit before taxes for the nine months of 2012 was 18.4 mln EUR,
which is a 0.3 mln EUR or 1.8% increase compared to the relevant period in
2011. 

The Company’s net profit for the nine months of 2012 was 13.9 mln EUR, which is
0.1 mln EUR or 0.8% higher than the net profit of 13.8 mln EUR in the
equivalent period in 2011. 

Increase in net profit is due to the various impacts from activities not
related to the main business performance: reduced construction profits (0.86
mln EUR year on year), non-repeatable one off debt collection in 2011 (-0.5 mln
EUR), mainly non-cash increase in financial costs in 2011 (1.1 mln EUR), income
tax on dividends (-0.2 mln EUR year on year). 



Balance sheet

During the nine months of 2012 the Company invested 7.3 mln EUR into fixed
assets. Non-current assets were 155.2 mln EUR at 30 September 2012. 

Current assets increased by 0.94 mln EUR to 35.9 mln EUR in the nine months of
the year mainly due to increased cash at bank. In the nine months of 2012 Cash
at bank increased by 1.8 mln EUR. 

Current liabilities increased by 1.1 mln EUR to 9.6 mln EUR in the nine months
of the year due to increased customer prepayments and fair value of financial
instruments – the latter being a technical transaction rather than an increase
in current liabilities. 

The Company has a Total debt/Total assets level as expected of 60.2%, in range
of 55%-65%, reflecting the post-tax and post-dividend Equity profile. This
level is consistent with the same period in 2011 when the total debt/total
assets ratio was 61.3%. 

Long-term liabilities stood at 105.5 mln EUR at the end of September 2012,
consisting mainly of the outstanding balance of three long-term bank loans
totaling 95 mln EUR. The first repayment of loans or refinancing should take
place at the end of 2013. The weighted average interest margin for the total
loan facility is 0.82%. The rest of long term liabilities reflect mainly the
accounting record of deferred income from connection fees. 

In the 4th quarter of 2011 the Company recorded an exceptional contingent
liability, which could cause an outflow of economic benefits of up to 36.0 mln
euros, as per note 13 to the accounts. Considering that the court proceedings
are continuously ongoing, the Management has not changed the evaluation of the
contingent liability. 



Cash flow

During the nine months of 2012, the Company generated 22.1 mln EUR of cash
flows from operating activities, a decrease of 0.85 mln EUR compared to the
corresponding period in 2011. 2012 operating cash flows were below 2011 cash
flows mainly due to one-off large payments of overdue debt in 1st half of 2011.
Underlying operating profit still continues to be the main contributor to
operating cash flows. 

In the nine months of 2012 net cash flows from investing activities resulted in
a cash inflow of 0.91 mln EUR, an increase of 5.5 mln EUR compared to an
outflow of 4.7 mln EUR in the nine months of 2011. This is mainly due to lower
capex spent on network extensions as this program of investments was largely
completed by the end of 2011. 

In the nine months of 2012 the cash outflows related to the fixed asset
investments were 8.3 mln EUR compared to 12.8 mln EUR spent in the same period
of 2011, a decrease of 4.5 mln EUR. The compensations received for the
construction of pipelines were 8.7 mln EUR in the nine months of 2012, a
decrease of 0.59 mln EUR compared to same period in 2011. In 2012 the Company
also gave the 0.58 mln EUR loan to Maardu according to the Operating agreement
signed in 2008. 

In the nine months of 2012, cash outflow from financing amounted to 21.3 mln
EUR due to dividends paid to shareholders and dividend tax payment, which is
1.0 mln EUR more than in the same period of 2011. 

As a result of all of the above factors, the total cash inflow in the nine
months of 2012 was 1.8 mln EUR compared to a cash outflow of 1.9 mln EUR in the
nine months of 2011. Cash and cash equivalents stood at 16.6 mln EUR as of 30
September 2012, which is 5.2 mln EUR higher than at the corresponding period of
2011. 



Employees

At the end of the 3rd quarter of 2012, the total number of employees was 316
compared to 310 at the end of the 3rd quarter of 2011. The full time equivalent
(FTE) was respectively 304 in 2012 compared to the 298 in 2011. The increase in
employee numbers is related to the prescribed switch from outsourcing to
insourcing. The management continues to work actively for the efficiencies in
processes to balance the increase in individual salaries and cost pressure from
the market with more productive company structure. 



Corporate structure

At the end of the quarter, 30 September 2012, the Group consisted of 2
companies. The subsidiary Watercom OÜ is wholly owned by AS Tallinna Vesi and
consolidated to the results of the Company. 



Share performance

AS Tallinna Vesi is listed on NASDAQ OMX Main Baltic Market with trading code
TVEAT and ISIN EE3100026436. 

As of 30 September 2012 AS Tallinna Vesi shareholders, with a direct holding
over 5%, were: 

United Utilities (Tallinn) BV  35.3%
------------------------------------
City of Tallinn                34.7%
------------------------------------



Parvus Asset Management owned in total 4.37% of the shares of the Company as
per Company’s best information as of 30 September 2012. 

At the end of the quarter, 30 September 2012, the closing price of the AS
Tallinna Vesi share was 8.59 EUR, which is a 16.08% increase compared to the
closing price of 7.40 EUR at the beginning of the quarter. During the same
period the OMX Tallinn index rose by 7.21%. In the 3rd quarter the Company’s
share price was mainly impacted by the ongoing contractual debate and interim
court decisions. 



Operational highlights in the nine months of 2012

In the nine months of 2012, the operational and quality indicators of AS
Tallinna Vesi have been stable and indicate continuous improvement. Compared to
nine months of 2011, the most remarkable improvements have been in removing
pollution from the wastewater discharged into the Baltic Sea and in wastewater,
service quality and customer communication indicators. For example: 

The quality indicators for water quality are still at the high level, from
taken samples 99.59% were fully in accordance with the norms, outperforming
considerably the required standard 95% at customers’ taps. 

Total number of sewage blockages has decreased by 29%.

The leakage level was 16.03%, over 14% less than in 2011.

Compared to the nine months of 2011, the biofilter has enabled to reduce the
volume of pollutants discharged to the sea by 40%. 

The Company’s environmental performance has been recognized by the European
Commission, with the company nominated for the EMAS 2012 award. 



Key contractual events

Contractual tariff debate

Tariffs are still frozen on the 2010 level despite of the fact that on 9
November 2010 the Company submitted its tariff application for a 3.5% tariff
increase from 1 January 2011, which was contractually agreed in the
privatisation contract to the Competition Authority (CA), the new price
checker. The tariff application is fully in accordance with the law and the
best practice regulation for privatized utilities, such as that favoured by
Ofwat in the UK and recommended by the World Bank for privatized utilities. 

On 2nd May 2011 the CA informed the Company about the rejection of the tariff
application. The CA completely ignored the privatization contract and did not
perform any analysis of the contractual and financial performance of the
Company during the period after privatization.  The CA is arguing that the
Company’s profitability is too high using their own recommendatory and
unverified methodology. 

The Company has calculated that the average real return on invested capital
from 2001 till 2012 has been 6.2% and the Company has also had these returns
independently verified by the international economics consulting company,
Oxera. The annual return on capital invested is in accordance with the returns
allowed by Ofwat the UK regulator over this same period[1], and the return
permitted by the Dutch Energy regulator Energiekamer, which allowed a real rate
of return of 6% in its regulatory determination of September 2010. 

The Company and its investors cannot accept such a unilateral breach of the
privatization terms and contract by Estonian Authorities and the Company
submitted an appeal to the court on 2 June 2011. 

Regrettably the CA decided not to wait for the court ruling regarding the
legality of the privatization contract and on 10 October 2011 the CA sent a
prescription to the company asking it to reduce its current tariffs by 29%. The
Company lodged another claim against the prescription and asked for the
temporary injunction from the Estonian court. The court granted the temporary
injunction for the period of court proceedings on 6 February 2012 and this
decision was confirmed by next level court on 2nd of March. The ruling cannot
be appealed any further and due legal process must now take its course. 

On 6th of February the Court joined both the current (2010) tariffs case and
the case regarding the rejection of AS Tallinna Vesi’s 2011 tariff application.
Thus, the prescription has been halted until both disputes have been resolved. 

On 31.05.2012 District Court issued a ruling, deeming the tariffs part of the
Services Agreement signed in 2001 as part of AS Tallinna Vesi’s privatization
package of agreements to be an administrative (public law) agreement. The
District court has thereby ruled in favour of AS Tallinna Vesi, overturning the
Competition Authority’s claim that the tariff mechanism specified in the
Services Agreement is allegedly a civil law agreement that the company cannot
rely on in an administrative court. 

On 13.06.2012 the Competition Authority appealed the Tallinn District Court’s
ruling to the Supreme Court. In their appeal, the Competition Authority has
stated that in its opinion AS Tallinna Vesi’s international privatisation,
tariff criteria and the supporting contracts agreed at privatisation in 2001
were the private business activity of the City of Tallinn, and therefore do not
warrant any protection under Estonian public law. 

On 18 September the Supreme Court rejected the CA’s appeal, meaning that the
District Court’s decision was upheld and the tariff mechanism is now deemed to
be a public law contract. It is now for the Administrative Court to determine
whether or not this public law contract should be binding on the CA. AS
Tallinna Vesi is firmly of the belief that the terms and conditions of the
international privatisation contract that has been deemed a public law contract
should not be broken simply by transferring the duties of the regulator from
one state institution (the City of Tallinn) to a different state institution
(the Competition Authority). 

AS Tallinna Vesi was privatised in 2001 with the full support and knowledge of
the Estonian national government, with written confirmations from the Prime
Minister, the Minister of Finance, and the Competition Authority itself
regarding the key terms of the agreements, and utilising the expertise and
guidance of the European Bank for Reconstruction and Development (EBRD). In
addition to approving the framework of the privatisation the State of Estonia
directly benefited as the sovereign guarantee it had been required to provide
to EBRD to secure the then municipal AS Tallinna Vesi’s loans was passed to the
Strategic Investor on privatisation. 



Complaint to European Commission

In parallel, on 10th December 2010 AS Tallinna Vesi lodged a complaint to the
European Commission regarding certain measures adopted by the Estonian
authorities. The company believes these measures unilaterally alter the terms
of AS Tallinna Vesi's privatization regime, and without any objective
justification, any form of meaningful prior discussion, or willingness to
engage in dialogue. Therefore they violate EU rules on the freedom of
establishment and the free movement of capital (articles 49 and 63 TFEU). The
process is ongoing. 



Disclosure of relevant papers and perspectives

The Company has published its tariff application and all relevant
correspondence with the CA on its website
(http://www.tallinnavesi.ee/?op=body&id=728) and to the Tallinn Stock Exchange
and will keep its investors informed of all future developments regarding the
further key developments regarding the processing of the tariff application. 

In opposite to the Company the CA has requested the Court procedures to be
closed. Based on misleading information submitted by the CA the Court approved
the CA’s request. ASTV has reapplied for open proceedings. 

Still, at this point in time the Company is unable to say what is going to
happen to the tariffs before Court judgments and what would be the next steps
by the European Commission. The outcome and lengths of the Court proceedings is
outside the control of the Company. 



Additional information:

Ian John Alexander Plenderleith

Chairman of the Management Board

+372 6262 201

[email protected]





STATEMENT OF COMPREHENSIVE     III         III              9        9        12
 INCOME                         quarter     quarter    months   months    months
(thousand EUR)                       2012       2011     2012     2011      2011
                                                                                
Revenue                            13 076     12 975   39 214   38 161    51 240
Costs of goods sold                -4 920     -5 212  -15 011  -15 031   -20 927
                                                                                
GROSS PROFIT                        8 156      7 763   24 203   23 130    30 313
                                                                                
Marketing expenses                   -178       -177     -576     -559      -748
General administration             -1 162     -1 002   -3 537   -3 090    -4 294
 expenses                                                                       
Other income/ expenses (-)            148        453      109    1 365     3 619
                                                                                
OPERATING PROFIT                    6 964      7 037   20 199   20 846    28 890
                                                                                
Financial income                      307        433    1 052    1 053     1 947
Financial expenses                   -793     -3 116   -2 849   -3 815    -5 071
                                                                                
PROFIT BEFORE TAXES                 6 478      4 354   18 402   18 084    25 766
                                                                                
Income tax on dividends                 0          0   -4 466   -4 253    -4 253
                                                                                
NET PROFIT FOR THE PERIOD           6 478      4 354   13 936   13 831    21 513
COMPREHENSIVE INCOME FOR THE        6 478      4 354   13 936   13 831    21 513
 PERIOD                                                                         
Attributable to:                                                                
Equity holders of A-shares          6 477      4 353   13 935   13 830    21 512
B-share holder                       0,60       0,60     0,60     0,60      0,60
                                                                                
Earnings per A share (in             0,32       0,22     0,70     0,69      1,08
 euros)                                                                         
Earnings per B share (in              600        600      600      600       600
 euros)                                                                         





STATEMENT OF FINANCIAL POSITION                                                 
(thousand EUR)                                   30.09.201  30.09.201  31.12.201
                                                         2          1          1
                                                                                
ASSETS                                                                          
CURRENT ASSETS                                                                  
Cash and equivalents                                16 557     11 323     14 770
Customer receivables, accrued income and            19 021     15 656     19 845
 prepaid expenses                                                               
Inventories                                            221        287        248
Non-current assets held for sale                        75         83         73
TOTAL CURRENT ASSETS                                35 874     27 349     34 936
                                                                                
NON-CURRENT ASSETS                                                              
Long-term investment assets                          5 727      2 217      9 583
Property, plant and equipment                      148 147    152 631    145 973
Intangible assets                                    1 336      1 693      1 577
TOTAL NON-CURRENT ASSETS                           155 210    156 541    157 133
TOTAL ASSETS                                       191 084    183 890    192 069
                                                                                
LIABILITIES                                                                     
                                                                                
CURRENT LIABILITIES                                                             
Current portion of long-term borrowings                 51          0          0
Trade and other payables                             5 206      6 282      5 789
Derivatives                                          2 066      1 140      1 552
Prepayments and deferred income                      2 292      1 416      1 146
TOTAL CURRENT LIABILITIES                            9 615      8 838      8 487
                                                                                
NON-CURRENT LIABILITIES                                                         
Deferred income from connection fees                 7 155      6 128      6 824
Borrowings                                          95 431     94 934     94 938
Derivatives                                          2 864      2 682      2 936
Other payables                                           9        115          9
TOTAL NON-CURRENT LIABILITIES                      105 459    103 859    104 707
TOTAL LIABILITIES                                  115 074    112 697    113 194
                                                                                
EQUITY CAPITAL                                                                  
Share capital                                       12 000     12 000     12 000
Share premium                                       24 734     24 734     24 734
Statutory legal reserve                              1 278      1 278      1 278
Retained earnings                                   37 998     33 181     40 863
TOTAL EQUITY CAPITAL                                76 010     71 193     78 875
TOTAL LIABILITIES AND EQUITY CAPITAL               191 084    183 890    192 069





CASH FLOW STATEMENT                                          9        9       12
                                                        months   months   months
(thousand EUR)                                            2012     2011     2011
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Operating profit                                        20 199   20 846   28 890
Adjustment for depreciation/amortisation                 4 328    4 236    5 729
Adjustment for profit from government grants and          -269   -1 125   -3 484
 connection fees                                                                
Other finance expenses                                       3       16       35
Profit from sale of property, plant and equipment,           8       61       65
 and intangible assets                                                          
Change in current assets involved in operating            -518      404      720
 activities                                                                     
Change in liabilities involved in operating                796      343    1 306
 activities                                                                     
Interest paid                                           -2 398   -1 779   -3 051
Total cash flow from operating activities               22 149   23 002   30 210
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Loans granted                                             -581   -2 217   -3 151
Acquisition of property, plant and equipment, and       -8 305  -12 800  -18 493
 intangible assets                                                              
Compensations received for construction of pipelines     8 728    9 320   11 284
Interest received                                        1 063    1 037    1 939
Total cash flow from investing activities                  905   -4 660   -8 421
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Dividends paid                                         -16 801  -16 001  -16 001
Income tax on dividends                                 -4 466   -4 253   -4 253
Total cash flow from financing activities              -21 267  -20 254  -20 254
                                                                                
Change in cash and bank accounts                         1 787   -1 912    1 535
                                                                                
CASH AND EQUIVALENTS AT THE BEGINNING OF THE PERIOD     14 770   13 235   13 235
                                                                                
CASH AND EQUIVALENTS AT THE END OF THE PERIOD           16 557   11 323   14 770






         Ian John Alexander Plenderleith
         Chairman of the Management Board
         +372 6262 201
         [email protected]