REG - Black Sea Property - Half-yearly Accounts 30 June 2024
27/09/2024 12:00
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RNS Number : 0317G Black Sea Property PLC 27 September 2024
Friday 27 September, 2024
Black Sea Property
Half-year Report
BLACK SEA PROPERTY PLC
("Black Sea Property" or the "Company")
Half-yearly report for the period ended 30 June 2024
The Board of Black Sea Property PLC is pleased to announce its interim report
for the six-month period ended 30 June 2024.
Electronic copies of the interim report will be available at the Company's
website http://www.blackseapropertyplc.com
(http://www.blackseapropertyplc.com/)
BLACK SEA PROPERTY PLC simon.hudd@d3ainvestments.com (mailto:simon.hudd@d3ainvestments.com)
Simon Hudd, Chairman
PETERHOUSE CAPITAL LIMITED +44 (0) 20 7469 0930
Aquis Corporate Adviser
Heena Karani and Duncan Vasey
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law
(as defined in the European Union (Withdrawal) Act 2018).
Black Sea Property PLC
HALF-YEARLY REPORT
FOR THE SIX MONTH PERIOD ENDED
30 JUNE 2024
Contents
Chairman's Statement (https://www.rnssubmit.com/ns/#_Toc146802711)
Consolidated Statement of Comprehensive Income
(https://www.rnssubmit.com/ns/#_Toc146802713)
Consolidated Statement of Financial Position
(https://www.rnssubmit.com/ns/#_Toc146802714)
Consolidated Statement of Changes in Equity
(https://www.rnssubmit.com/ns/#_Toc146802715)
Consolidated Statement of Cash Flows
(https://www.rnssubmit.com/ns/#_Toc146802716)
Notes to the Consolidated Financial Statements
(https://www.rnssubmit.com/ns/#_Toc146802717)
Chairman's Statement
As at 30 June 2024 the significant shareholders of Black Sea Property Plc
("the Company") were as follows:
Beneficial shareholder Holding Percentage
Neo London Capital PLC 515,126,806 20.95%
Elea Capital Holding JSC 645,000,000 26.24%
Mamferay Holdings Ltd 449,957,561 18.30%
DF Compass Progress 169,356,690 6.89%
Interfund Investments PLC 89,500,000 3.64%
DF C 80,200,000 3.26%
Mix
The shareholder structure as at 31 December 2023 is the following:
Beneficial shareholder Holding Percentage
Neo London Capital PLC 515,126,806 20.95%
Elea Capital Holding JSC 645,000,000 26.24%
Mamferay Holdings Ltd 449,957,561 18.30%
DF Compass Progress 169,356,690 6.89%
Interfund Investments PLC 89,500,000 3.64%
DF C 80,200,000 3.26%
Mix
Chairman's statement
I am pleased to present the unaudited interim financial statements of the
Company for the six months ended 30 June 2024.
The unaudited net asset value as at 30 June 2024 was €50,623,511 million or
2.02 cents per share (31 December 2023: €50,511,892 or 2.01 cents per
share).
During the period, the Company generated revenues of €1,478,299 (June 2023:
€264,835) which resulted in a profit before taxation of €111,619 (June
2023: €74,412). The results reflected other income of €1,722,716 (June
2023: €678,836), property operating expenses of €1,221,323 (June 2023:
€283,729), other operating expenses of €561,614 (June 2023: €328,293)
and interest payable and other charges of €1,306,459 (June 2023:
€406,061). Profit per share amounted to €0.01 cents (June 2023: loss per
share amounted to €0.01 cents).
Camping South Beach EOOD ("CSB")
So far in 2024, CSB maintained its role as a luxury destination for camping
tourism and first line beach houses. Although tourists from countries
affected by war are still missing, the niche is being filled by local
guests, who represent about 90% of all bookings.
The initial forecast by the management of over 10% growth in bookings,
compared to 2023 was fulfilled, as occupancy level in July was 71% and in
August around 61%, which also led to more than 18% growth in revenues,
compared to 2023.
2024 is the fourth year since the Concession Agreement for managing the beach
in front of Camping South Beach was signed. The perfectly maintained and
equipped beach adds additional value to rental properties and provides
excellent synergy.
The long-term strategy of CSB is to develop the whole Gradina area, including
all newly acquired adjacent properties into an exclusive high-quality summer
resort.
Chairman's Statement (Continued)
Nobu Sofia Project
A conceptual frame of the project has been prepared, while the floor
distribution is currently being refined. All accompanying procedures are
progressing in good time. The assignment of a technical phase and a working
project for the issuance of a building permit is pending.
Nobu Varna Project
The project has been issued a design visa according to the current Detailed
Development Plan of St. Constantine and Elena Resort and a conceptual design
focusing on the architecture has been prepared. A survey of the existing
external connections was made and an engineering infrastructure design was
commissioned.
The Directors of the Company are responsible for the contents of this
announcement.
Simon Hudd
Chairman
27.09.2024
Consolidated Statement of Comprehensive Income
for the period ended 30 June 2024
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 2024 30 June 2023 31 December 2023
Note € € €
Total revenue
Revenue 1,478,299 264,835 1,629,379
Property operating expenses (1,221,323) (283,729) (1,260,397)
Net rental income/(expense) 256,976 (18,894) 368,982
(Loss)/gain on revaluation of investment properties - - 79,399
Fair value gain on financial assets at fair value through profit and loss - - 335,901
Net (loss)/gain on investment property - - 415,300
Administration and other expenses 5 (561,614) (328,293) (1,170,345)
Total operating profit/(loss) (304,638) (347,187) (386,063)
Other income 6 1,722,716 678,836 2,255,123
Bargain purchase 11 10,213,883
Write off of loans - - (2,025)
Interest payable and similar charges (1,306,459) (406,061) (1,170,443)
(Loss)/profit before tax 111,619 (74,412) 10,910,475
Tax expense 8 - - (497,028)
(Loss)/profit and total comprehensive income for the period 111,619 (74,412) 10,413,447
(Loss)/Profit and total comprehensive income attributable to the:
- shareholders of the parent company 109,811 (74,412) 10,409,093
- non-controlling interest 1,808 - 4,354
Profit/(Loss)/earnings per share
Basic & Diluted(loss)/earnings per share (cents) 7 0.01 (0.01) 0.54
The notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 27.09.2024
and were signed on their behalf by:
Chairman
Director
Simon
Hudd
Valentino Georgiev
Consolidated Statement of Financial Position at 30 June 2024
(Unaudited) (Audited)
30 June 31 December
2024
2023
Note € €
Non-current assets
Investment properties 9 58,888,532 58,888,532
Intangible assets 10 2,105,439 1,882,912
Property, plant and equipment 21,003,398 20,018,830
Long term Deposit 102,258 102,258
Loan receivable 4,030,710 2,754,689
Total non-current assets 86,130,337 83,647,221
Current assets
Trade and other receivables 12 1,783,470 2,653,084
Short term investments 11,943,794 12,330,603
Cash and cash equivalents 985,178 2,559,356
Total current assets 14,712,442 17,543,043
Total assets 100,842,779 101,190,264
Equity and liabilities
Issued share capital 13 81,019,442 81,019,442
Retained deficit (29,867,961) (29,977,772)
Foreign exchange reserve (1,553,086) (1,533,086)
Total equity, attributable to the shareholders of the parent company 49,618,395 49,508,584
Non-controlling interest 1,005,116 1,003,308
Total equity 50,623,511 50,511,892
Non-current liabilities
Bank loans 14 16,238,835 16,869,504
Trade and other payables 15 1,753,142 2,000,852
Deferred tax liability 8 2,873,673 2,869,332
Total non-current liabilities 20,865,650 21,739,688
Current liabilities
Trade and other payables 15 1,600,986 1,850,981
Tax liability 15 92,377 80,950
Bank loans 14 3,617,652 3,698,920
Shareholder loan 16 24,042,603 23,307,833
Total current liabilities 29,353,618 28,938,684
Total liabilities 50,219,268 50,678,372
Total equity and liabilities 100,842,779 101,190,264
Number of ordinary shares in issue 2,458,323,603 2,458,323,603
NAV per ordinary share (cents) 17 2.02 2.01
The notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 27.09.2024
and were signed on their behalf by:
Chairman
Director
Simon
Hudd
Valentino Georgiev
Consolidated Statement of Changes in Equity for the period ended 30 June 2024
Share capital Retained earnings Foreign currency translation reserve Total equity attributable to the parent company Non-controlling interests Total
€ € € € € €
At 1 January 2023 70,699,442 (40,386,865) (1,533,086) 28,779,491 - 28,779,491
Loss for the period - (74,412) - (74,412) - (74,412)
Total comprehensive income - (74,412) - (74,412) - (74,412)
At 30 June 2023 (unaudited) 70,699,442 (40,461,277) (1,533,086) 28,705,079 - 28,705,079
At 1 January 2023 70,699,442 (40,386,865) (1,533,086) 28,779,491 - 28,779,491
Issue of share capital 10,320,000 - - 10,320,000 - 10,320,000
Profit for the year - 10,409,093 - 10,409,093 - 10,409,093
Non-controlling interest - - - - 1,003,308 1,003,308
Total comprehensive income - 10,409,093 - 10,409,093 1,003,308 11,412,401
At 31 December 2023 (audited) 81,019,442 (29,977,772) (1,533,086) 49,508,584 1,003,308 50,511,892
At 1 January 2024 81,019,442 (29,977,772) (1,533,086) 49,508,584 1,003,308 50,511,892
Profit for the period - 109,811 - 109,811 1,808 111,619
Total comprehensive income - 109,811 - 109,811 1,808 111,619
At 30 June 2024 (unaudited) 81,019,442 (29,867,961) (1,533,086) 49,618,395 1,005,116 50,623,511
The notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 27.09.2024
and were signed on their behalf by:
Chairman
Director
Simon
Hudd
Valentino Georgiev
Consolidated Statement of Cash Flows
for the period ended 30 June 2024
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 2024 30 June 2023 31 December 2023
€ € €
Operating activities
(Loss)/profit before tax 111,619 (74,412) 10,910,475
Loss/(gain) on revaluation of investment properties - - (79,399)
Bargain Purchase on Acquisition - - (10,213,883)
Amortization of intangible fixed assets 57,688 17,264 48,001
Depreciation of property, plant and equipment 2,348 1,859 27,519
Interest received (267,730) (662,944) (119,237)
Bad debt recovered (1,086,295) - (1,957,176)
Finance expense 1,306,459 298,399 1,170,443
Changes in the working capital 124,089 (419,834) 213,257
Decrease/(increase) in receivables 869,614 2,729,479 17,261,922
(Decrease)/increase in payables (493,364) 459,891 (650,010)
Cash used in operation 500,339 2,769,536 16,398,655
Tax refund/(paid) 11,427 73,370 (496,504)
Net cash outflow from operating activities 511,766 2,842,906 15,902,151
Investing activities
Investment property additions and acquisitions - - (5,484,400)
Property, plant and equipment additions (986,916) (708,950) -
Acquisition of intangibles (280,215) - (142,499)
Acquisition of Subsidiaries - - (27,291,684)
Bad debt recovered 1,086,295 - 1,957,176
Interest received 267,730 662,944 119,237
Long term deposit paid - (102,258) (102,258)
Cash held by the (disposed)/acquired subsidiary - - 733,937
Short term investments 386,809 - (12,330,603)
Net cash (outflow)/ from investing activities 473,703 (148,264) (42,541,094)
Financing activities
Proceeds from issuing share capital - - 10,320,000
Loans issued/(repaid) (1,987,957) (2,251,053) (932,691)
Interests paid and other charges (1,306,459) (298,399) (1,170,443)
Loans granted from shareholders 734,769 - 20,742,025
Net cash inflow/(outflow) from financing activities (2,559,034) (2,549,452) 28,958,891
Net increase/(decrease) in cash and cash equivalents (1,574,178) 145,190 2,319,947
Cash and cash equivalents at beginning of period 2,559,356 239,409 239,409
Cash and cash equivalents at end of period 985,178 384,599 2,559,356
The notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 27.09.2024
and were signed on their behalf by:
Chairman
Director
Simon
Hudd
Valentino Georgiev
Notes to the Financial Statements for the period ended 30 June 2024
1. General information
Black Sea Property Plc (the Company) is a company incorporated and domiciled
in the Isle of Man whose shares are publicly traded on the Aquis Stock
Exchange in London.
2. Statement of compliance
These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not include all of
the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements of the Group as
at and for the year-ended 31 December 2023.
The consolidated financial statements of the Group as at and for the year
ended 31 December 2023 are available upon request from the Company's
registered office at 6th Floor, Victory House, Prospect Hill, Douglas, Isle of
Man or at www.blackseapropertyplc.com.
These interim consolidated financial statements were approved by the Board of
Directors on 27.09.2024.
3. Significant accounting policies
The accounting policies applied in these interim financial statements, except
for the ones listed below, are the same as those applied in the Group's
consolidated financial statements as at and for the year ended 31 December
2023.
4. Financial risk management policies
The principal risks and uncertainties are consistent with those disclosed in
preparation of the Group's annual financial statements for the year ended 31
December 2023.
5. Administration and other expenses
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 30 June 31 December
2024
2023
2023
€ € €
Directors' remuneration 45,477 27,824 117,568
Administration fees - Isle of Man - - 103,295
Administration fees - Bulgaria 77,405 37,322 76,325
Legal and professional fees 135,282 108,012 627,941
Auditors' remuneration - - 55,937
Foreign currency expenses 10,824 2,051 9,136
Other administration and sundry expenses 232,590 54,876 170,850
Depreciation expense and amortization 60,036 98,208 9,293
561,614 328,293 1,170,345
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
6. Other income
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 30 June 31 December
2024
2023
2023
€ € €
Interest income - receivable balances 267,730 662,944 119,237
Bad debts recovered 1,086,295 - 1,957,176
Others 368,691 15,892 178,710
1,722,716 678,836 2,255,123
7. Profit/(Loss)/earnings per share
The basic (loss)/earnings per ordinary share is calculated by dividing the net
(loss)/profit attributable to the ordinary shareholders of the Company by the
weighted average number of ordinary shares in issue during the period.
(Unaudited) (Unaudited) (Audited)
6 months to 6 months to Year ended
30 June 30 June 31 December
2024
2023
2023
€ € €
(Loss)/earnings attributable to owners of parent € 109,811 (74,412) 10,409,093
Weighted average number of ordinary shares in issue 1,922,885,247 1,813,323,603 1,922,885,247
Basic profit / (loss)/earnings per share (cents) 0.01 (0.01) 0.54
The Company has no potential dilutive ordinary shares; the diluted
profit/(loss)/earnings per share is the same as the basic
profit/(loss)/earnings per share.
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
8. Taxation
Isle of Man
There is no taxation payable on the Company's or its Jersey subsidiaries'
results as they are based in the Isle of Man and in Jersey respectively where
the Corporate Income Tax rates for resident companies are 0% (2023: 0%).
Additionally, neither the Isle of Man nor Jersey levies tax on capital gains.
Consequently, shareholder's resident outside of the Isle of Man and Jersey
will not incur any withholding tax in those jurisdictions on any distributions
made to them.
Bulgaria
Subsidiaries of the Company incorporated in Bulgaria are taxed in accordance
with the applicable tax laws of Bulgaria. The Bulgarian corporate tax rate for
the year was 10% (2023: 10%).
No deferred tax assets are recognised on trading losses in the subsidiary
companies as there is significant uncertainty as to whether sufficient future
profits will be available in order to utilise these losses.
A reconciliation of the tax charge for the year to the standard rate of
corporation tax for the Isle of Man of 0% (2023: 0%) is shown below.
(Unaudited) (Audited)
30 June
31 December 2023
2024 €
€
Profit before tax 111,619 10,910,475
Profit on ordinary activities multiplied by the standard rate in the Isle of - -
Man of 0% (2023: 0%)
Effect of different tax rates in different countries - 30,935
Deferred tax liability movement - 466,093
Current charge for the year - 497,028
Bulgarian tax losses brought-forward at 10% (347,840) (183,943)
Tax losses utilised in the year - (163,897)
Bulgarian tax losses carried-forward at 10% (347,840) (347,840)
Deferred tax liability
Opening deferred tax liability balance 2,869,332 2,407,965
Deferred tax liability on fair value uplift of investment property on - -
Acquisition/(disposal) of a subsidiary
Bulgarian deferred tax liability charge 4,341 (4,726)
Deferred tax liability on fair value uplift of investment property - 466,093
Closing deferred tax liability balance 2,873,673 2,869,332
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
9. Investment properties
(Unaudited) (Audited)
30 June 31 December 2023
2024
€ €
Beginning of year 47,517,500 47,517,500
Additions 5,318,900 5,318,900
Additions 5,484,400 5,484,400
Transfers 488,333 488,333
Fair value adjustment 79,399 79,399
Total investment property 58,888,532 58,888,532
Ivan Vazov 1 Building 12,710,332 12,710,332
Camp South Beach 16,820,000 16,820,000
Camp South Beach additional plots 5,725,000 5,725,000
Byala Land 11,040,000 11,040,000
Star Mill 7,274,300 7,274,300
Lazuren Bryag - new Acquisition 5,318,900 5,318,900
Total investment property 58,888,532 58,888,532
The Directors confirm that there are no material changes in the valuation of
investments as of 30 June 2024.
The valuations of the other Group properties at 31 December 2023 were based on
the most recent independent valuation received for each property. The
valuations were performed by external accredited independent valuers with
recognised professional qualifications and with recent experience in the
location and category of the investment properties being valued.
The fair value of completed investment property has been determined on a
market value basis in accordance with the RICS "Red Book". In arriving at
their estimates of market values, the valuers have used their market knowledge
and professional judgement, historical transactional comparable and discounted
cash flow forecasts. The highest and best use of the investment properties is
not considered to be different from its current use.
The cost of the investment properties comprises their purchase price and
directly attributable expenditure. Directly attributable expenditure includes
professional fees for legal services and stamp duty land tax.
The Ivan Vazov 1 Building, Byala Land properties, and CSB properties along
with additional plots were all evaluated by Cushman & Wakefield Forton, an
independent professional valuation specialist.
The valuation for the Ivan Vazov 1 Building was made as at 30 September 2023,
and additional costs of €310,332 were incurred post-valuation. The
subsidiary of the company has received the necessary permits from the relevant
state bodies and institutions to carry out the reconstruction. This property
is pledged as security to UniCredit Bulbank AD against the company's bank
loans (note 15).
The Byala Land properties and the CSB properties with additional plots were
valued as at 31 December 2023. The CSB properties are also pledged as
security to Central Cooperative Bank against the company's investment loans
and overdraft positions (note 15).
All valuations were based on expected rental income or cash flows, net of
operating expenses, and capitalised using a discount rate reflecting the
market yield from recent transactions of similar properties.
These valuations are based on income and market approach and were primarily
include unobservable inputs: the estimated rental value, cashflows, the
discount rate, and adherence to specific legal and regulatory requirements.
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
10. Intangible assets
At the end of 2020, after participating in an open concession award procedure,
the Group through Camping South Beach received the concession rights over the
sea beach "Camping Gradina". During the active summer season of 2021, the
beach was managed by CSB under the terms of a lease agreement. The concession
agreement entered into force on 17 October 2020, and at the beginning of 2021
the handover of the sea beach by the grantor Ministry of Tourism to the
concessionaire was carried out. The term of the contract is 20 years.
The concession contract of CSB grants the right to operate the sea beach,
performing alone or through subcontractors providing visitors to the sea beach
of the following services: beach services, including the provision of
umbrellas and sunbeds, services in fast food restaurants, sports and
entertainment services, water attraction services, health and rehabilitation
services and other events, after prior agreement with the grantor. A condition
for operation of the concession site is the implementation of mandatory
activities, which include provision of water rescue activities, security of
the adjacent water area, health and medical services for beach users, sanitary
and hygienic maintenance of the beach, maintenance for use of the elements of
the technical infrastructure, the temporary connections, the movable objects,
the facilities and their safe functioning.
In 2020 the Group paid the first due concession fee, which provides the period
from the date of entry into force of the concession agreement until the end of
the same calendar year and the period from January 1 of the last calendar year
in which the concession agreement is valid until the date upon expiration of
the contract.
According to the financial model presented by the Company, which is accepted
by the grantor and is an integral part of the concession agreement, for the
concession period the Group will make additional investments related to the
implementation of mandatory activities and investments to improve access to
the beach. After the expiration of the concession contract, all constructed
sites remain the property of the grantor. The activities related to the
operation of the concession site are performed by the concessionaire at his
risk and at his expense. The cost of the acquired intangible assets was
€655,876 and no amortization expenses were recognised in 2020. The acquired
intangible asset was amortized by € 17,264 (2023: €34,528).
Lazuren Bryag holds two concession contracts, with a carrying value of
€1,284,126 as at the period-end.
The first concession contract was granted by the Ministry of Tourism in 2020
and grants the right to operate the sea beach "Varna - central" in the city of
Varna. The concession contract is valid for a period of twenty years.
The second concession contract in addition, Lazuren Bryag was signed in 2022
and permits the company to rent the sea beach "Ribarski - West" and sea beach
"Fisherman - East". The contract is valid for a period of five years.
The amortisation expense has been included with in property operating expenses
in the Consolidated Statement of Comprehensive Income.
Period ended 30 June 2024 Year ended 31 Dec 2023
€ €
Beginning of year 1,882,912 450,390
Reclassification - 142,499
Lazuren Bryag - Acquisition (note 10) - 1,338,024
Additions 280,215 -
Amortisation (57,688) (48,001)
Total Intangible assets at year end 2,105,439 1,882,912
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
11. Acquisition of a subsidiary
On 2 November 2023, the Company acquired 99.4% of the share capital of
Littoral Invest EAD including all its assets and liabilities. The
consideration for this acquisition was €4,501,000. Littoral Invest EAD own
100% of the share capital of Lazuren Bryag 91 EOOD.
The fair value of the net identifiable assets acquired totaled €7,993,925
(net of NCI € 95,864)
Since the acquisition Littoral Invest EAD and Lazuren Bryag EOOD have
contributed €261,293 to group revenue and loss of €189,988 to group
profit. If the acquisition had occurred on 1 January 2023, the contribution to
group revenue would have been €3,523,130 and the contribution to group
profit for the year would have been €575,758.
On 6 November 2023, the Company through its owned subsidiary, BSPF (Property
2) Limited, acquired 82.04% of the share capital of Grand Hotel Varna AD,
including all its assets and liabilities. As part of the same agreement, the
Company through its owned subsidiary Littoral Invest EAD acquired a further
16.23% of the share capital of Grand Hotel Varna AD, bringing the total share
capital held to 98.17%. Grand Hotel Varna AD owns 100% of the share capital of
GHV Dolphins EAD, a company incorporated in Bulgaria. The consideration for
this acquisition was €22,790,684.
The fair value of the net identifiable assets acquired totalled €29,511,642
(net of NCI €903,090)
Since the acquisition Grand Hotel Varna AD and GHV Dolphins EAD have
contributed €15,409 to group revenue and profit of €300,674 to group
profit. If the acquisition had occurred on 1 January 2023, the contribution to
group revenue would have been €151,638 and the contribution to group profit
for the year would have been €8,265,481.
The fair value of the identifiable assets and liabilities acquired were:
Pre- acquisition carrying value Fair value adjustments Recognised value on acquisition
€ € €
Investment property (note 8) 2,204,051 3,114,849 5,318,900
Plant and equipment 4,033,799 15,982,931 20,016,730
NCI at acquisition (998,954) - (998,954)
Intangible assets 1,615,787 (277,763) 1,338,024
Loan receivable 2,831,513 - 2,831,513
Short term investment 12,330,603 - 12,330,603
Trade and other receivables 1,253,231 - 1,253,231
Deferred tax asset 86,369 - 86,369
Cash and cash equivalents 733,937 - 733,937
Trade and other payables (3,783,324) - (3,783,324)
Bank loans (1,621,463) - (1,621,463)
Total net identifiable assets 18,685,550 18,820,017 37,505,567
Purchase consideration transferred - cash 27,291,684
Bargain purchase on acquisition (10,213,883)
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
12. Trade and other receivables
(Unaudited) (Audited)
30 June 31 December 2023
2024
€ €
Trade receivables* 1,686,379 2,421,954
Prepayments 97,091 231,130
1,783,470 2,653,084
*All amounts are due within one year. The expected credit losses (ECL) for
this amount is nil.
13. Issued share capital
(Unaudited) (Audited)
Authorised As at As at
30 June 2024 31 December 2023
Founder shares of no par value 10 10
Founder shares of no par value Unlimited Unlimited
Issued and fully paid € €
2 Founders shares of no par value (2023: 2) - -
2,458,323,603 ordinary shares of no par value (2023: 2,458,323,603) 81,019,442 81,019,442
The Founders shares do not carry any rights to dividends or profits and on
liquidation they will rank behind Shares for the return of the amount paid up
on each of them. The shares carry the right to receive notice of and attend
general meetings, but carry no right to vote thereat unless there are no
Participating Shares in issue.
Capital management
The Directors consider capital to be the net assets of the Group. The capital
of the Company will be managed in accordance with the Investment Strategy
documented on the Company's website.
14. Bank Loans
(Unaudited) (Audited)
30 June 31 December 2023
2024
€ €
Loan from UniCredit (a & c) 7,990,196 8,324,781
Loan from BACB (b) 3,681,721 3,648,013
Central Cooperative Bank (d) 8,184,570 8,595,630
19,856,487 20,568,424
Long term bank loans 16,238,835 16,869,504
Current bank loans 3,617,652 3,698,920
Reconciliation of bank loans
Beginning of year (gross loan) 20,568,424 19,956,478
Bank loan arrangement fees 9,887 (38,718)
Loan received - 3,183,243
Interest charged 359,562 698,160
Principal repayments (744,444) (2,484,052)
Interest payments (336,942) (746,687)
Total bank loans 19,856,487 20,568,424
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
14. Bank Loans (continued)
In October 2017, BSPF Bulgaria EAD, a subsidiary of parent company entered
into a secured debt funding of €7 million from UniCredit Bulbank AD
("UniCredit"), a leading Bulgarian commercial bank which was used to complete
the acquisition of the Ivan Vazov 1 Building. The debt funding from UniCredit
is secured by a commercial mortgage on the property valued at €12,710,332
(see note 8). The debt funding is also secured by a first rank pledge of all
the receivables, claims, rights and interests, both current and future, of the
company along with a first ranking registered pledge of the commercial
enterprise of the company and a first ranking pledge of 100% of the shares of
the capital of the company. The initial term of the debt funding was
thirty-six months from date of execution of the loan documentation and the
repayment shall be made as a one-off payment on the repayment deadline.
The company renegotiated the terms of the loan in November 2021, extending the
repayment period until 30 November 2033 and changed the margin to the interest
rate to 2%. The principal should be repaid in equal installments, with the
first installment set from 23 December 2023. The interest on the loan is now
the internal interest percentage by the bank plus 2.00% (2023: 2%).
The liabilities under this loan amount to €7,013 thousand, of which €468
thousand are short-term.
In November 2021, BSPF Bulgaria EAD entered into an agreement with Unicredit
Bulbank AD ("UniCredit"), a leading Bulgarian commercial bank, which involved
revised and extended lending terms for the construction of the Ivan Vazov 1
Building. The Company entered into a secured debt funding of up to BGN
4,498,409 (approximately €2.3 million) from UniCredit Bulbank AD
("UniCredit"), a leading Bulgarian commercial bank which was used to partly
finance the construction costs for the planned renovation of the roof and
overhaul of the administrative building known as the Ivan Vazov 1 Building.
The secured debt funding is made up of an investment limit of up to €1.8
million and a revolving limit of up to €0.5 million. The debt funding from
UniCredit is secured by a commercial mortgage on the property valued
at €12,710,332 (see note 8). The debt funding is also secured by a second
rank pledge of all the receivables, claims, rights and interests, both current
and future, of the company along with a second ranking registered pledge of
the commercial enterprise of the company and a second ranking pledge of 100%
of the shares of the capital of the company. The utilization deadline
of €1.5 million of the investment limit is no later than 30 November 2023
while the utilization deadline of the remaining €0.3 million is no later
than 30 November 2024. There is a grace period on the repayment of the
principal amount due until 30 November 2023. After this date the principal
will be repaid in equal monthly instalments. Interest is also repayable
monthly with no grace period agreed. The repayment period is up until 30
November 2033. The utilization deadline of €0.5 million of the revolving
limit is no later than 30 November 2023.The repayment of the revolving limit
is made within 6 months of each utilized amount and the repayment period is up
until 30 May 2024.
The liabilities under this loan amount to €1,312 thousand, of which €187
thousand are short-term.
b) In 2022, the BSPF Project 1 received financing from a
commercial bank in the amount of €4,167,028. The financing was granted in
connection with the acquisition of an investment in Star Mill EOOD. The loan
is repayable by October 20, 2030 in instalments according to a repayment plan.
The loan is charged a floating interest sum of LEONIA Plus and a risk
allowance. The loan is secured by the following assets:
• Receivables of the BSPF Project 1 from Star Mill EOOD;
• Bank deposit of the BSPF Project 1 of €102,258, which
will be released after full payment to the creditor;
• Mortgage of the real estate of Star Mill EOOD;
• Current and future funds of the BSPF Project 1 and Star
Mill EOOD on current accounts opened with the creditor bank,
c) Central Cooperative bank loan and overdraft
(Unaudited) (Audited)
30 June 31 December 2023
2024
€ €
Central Cooperative Bank overdraft (i) 664,166 662,768
Central Cooperative Bank overdraft (ii) 5,243,294 5,278,752
Central Cooperative Bank investment loan (ii) 1,145,486 1,155,108
Central Cooperative Bank loans (iv) 1,131,624 1,499,002
8,184,570 8,595,630
(i) On 24 June 2016, the company entered an overdraft credit agreement
with the Central Cooperative Bank AD with a limit of €818,067. On 29 June
2018, the parties agreed that the Company will pay annual interest at 4%
variable interest rate. On 12 March 2020, the agreed interest rate was
renegotiated and reduced to 2.8%. In 2020, the terms of the contract were
extended to 12 March 2020. As at 30 June 2024, the carrying amount was
€664,166.
(ii) On 28 December 2017, the company entered an overdraft credit
agreement with the Central Coorporative Bank AD with a limit of €8,569,252.
On 12 March 2020, the agreed interest rate was 2.8%. The overdraft usage
period has a maturity date of 21 January 2028. As at 30 June 2024, the
carrying amount was €5,243,294.
(iii) On 28 December 2017, the company entered an investment loan
agreement with the Central Cooperative Bank AD. The loan was for an amount of
€2,024,205 and is due for repayment by 21 January 2028. On 12 March 2020,
the agreed interest rate was renegotiated and reduced to 2.8%. As at 30 June
2024, the carrying amount was €1,145,486.
The above overdraft and loans positions are secured by the commercial property
of South Beach (Gradina) Camp which includes all the tangible fixed assets of
the property along with the mortgage on the land.
(iv) This relates to two loans held by Lazuren Bryag 91 EOOD and
provided by the Central Cooperative Bank. The loans are subject to a rate of
1-month Euribor plus 1.3%, however not less than 3.5% and no more than 3.85%.
The second loan is subject to a rate of 2.8%. The loans will mature on 16
September 2024 and 12 September 2025 and the real estate owned by Lazuren
Bryag 91 EOOD has been charged as security for the total loan amount.
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
15. Trade and other payables
Non-current trade and other payables can be presented as follows:
(Unaudited) (Audited)
30 June 31 December 2023
2024
€ €
Concession payable 1,734,953 1,999,494
Other payable 18,189 1,358
1,753,142 2,000,852
The current trade and other payables can be presented as follows:
(Unaudited) (Audited)
30 June 31 December 2023
2024
€ €
Trade creditors 525,265 675,464
Concession payable 102,131 23,822
Other payables 530,324 898,296
Deferred income 443,266 253,399
1,600,986 1,850,981
Tax payables 92,377 80,950
16. Related party transactions
In July 2017, the Company appointed Phoenix Capital Management JSC as its
investment adviser with responsibility for advising on the investment of the
Company's property portfolio. Phoenix Capital Holding JSC owns 79.99% of the
Phoenix Capital Management JSC shares. Phoenix Capital Holding JSC, through
its wholly owned subsidiary Mamferay, holds 18.30% (2023: 18.30%) of the
issued share capital of the Company.
The total amount outstanding at year end to the shareholders totalled €
24,042,603 (2024: €23,307,833).
Notes to the Financial Statements for the period ended 30 June 2024
(continued)
17. Net asset value per share
(Unaudited) (Unaudited)
30 June 30 June
2024
2023
€ €
Net assets attributable to owners of the parent (€) 49,618,395 28,705,079
Number of ordinary shares outstanding 2,458,323,603 1,813,323,603
Net Asset Value (cents) 2.02 1.58
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