REG - Secure Property Dev - 2022 Annual Results
30/06/2023 07:00
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RNS Number : 4508E Secure Property Dev & Inv PLC 30 June 2023
Secure Property Development & Invest PLC/ Index: AIM / Epic: SPDI /
Sector: Real Estate
30 June 2023
Secure Property Development & Investment PLC ('SPDI' or 'the Company')
2022 Annual Results
Secure Property Development & Investment PLC, the AIM quoted South Eastern
European focused property company, is pleased to announce its full year
audited financial results for the year ended 31 December 2022.
Corporate Overview
The Company maintains its strategy to maximise value for shareholders through
the contribution of SDPI's property portfolio to Arcona Property Fund (APF)
Significant asset backing behind the Company:
· NAV per share stood at 9p a share as at 31 December 2022 - 37%
higher than share price at year end and 38% higher than the current share
price
· Having completed Stage 2 with APF, SPDI now has a total holding
of 1,072,910 shares in Arcona and 259,627 warrants over shares in Arcona which
based on the closing price of Arcona's shares on 31 December 2022, values the
SPDI's stake in Arcona at c.€6.3 million (excluding the issue of the
warrants), while based on the current net asset value per Arcona share (as at
31 March 2022), values the stake at €12.75 million (excluding the issue of
the warrants)
Financial Overview
· Rental and related income decreased during 2022 to €1,649,537
(2021: €1,986,857) due to the disposal of assets during the period
· EBITDA from total operations of - €634,731 (2021: €819,431)
· Operating losses after finance and tax for the year reached
€1,181,414 (2021: €144,828)
Michael Beys, Chairman of the Board, said, "In 2022 we concluded Stage 2 of
the Arcona transaction, making SPDI one of the largest APF shareholders, and
installed our financial advisor in APF's management team to ensure further
value retention and generation to our shareholders. We are therefore on the
path of transforming SPDI into a broader Central and Eastern Europe property
company, as per our shareholders' mandate."
Copies of the Annual report and Accounts are being posted to Shareholders
today and are available on the Company's website at www.secure-property.eu
(http://www.secure-property.eu/) .
* * ENDS * *
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014
For further information please visit www.secure-property.eu
(http://www.secure-property.eu/#_blank) or contact:
Lambros Anagnostopoulos SPDI Tel: +357 22 030783
Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Ritchie Balmer
Jon Belliss Novum Securities Limited Tel: +44 (0) 207 399 9400
Catherine Leftley St Brides Partners Ltd Tel: +44 (0) 20 7236 1177
1. Letter to Shareholders
28 June 2023
2022 experienced contrasting property market forces. On one hand the global
energy crisis and the ensuing inflation which dragged along the debt interest
rates to levels not seen for a couple of decades raised the property related
costs and risk concerns. On the other hand, the markets that SPDI is present
in continued their post pandemic recovery, with the exception of Ukraine for
obvious reasons. In this environment, and as we presented to our shareholders
last year, SPDI managed to conclude Stage 2 of its indirect merger with the
Amsterdam and Prague listed Arcona Property Fund N.V. (APF - with assets in
Poland, Czech Republic and Slovakia) that involved the transfer of the
remaining Romanian portfolio to APF. APF is also committed to acquire the
remaining Ukrainian assets, with the transaction being delayed due to the
ongoing war, expected to take place in the future upon normalization of
current conditions.
In parallel, SPDI's Management increased their effort to monetize any
remaining assets that had not yet been sold to APF and that were to be part of
Stage 3, but as the discussions with APF took much longer than expected and
negotiations on their valuation did not conclude, we opted to monetize them in
the broader market. As such we managed to sell the Kindergarten and the
remaining Green Lake land in Romania at values much higher than those APF was
offering. At the same time almost half of the loan SPDI had extended to
Olympians has by now been repaid (with a small amount due to be repaid later
this year) with the remaining half planned to be transformed into a 50% equity
stake in a Romanian logistics platform that is to be monetized together with
the Innovations Terminal later this year.
At the moment SPDI owns ~26% of APF, plus a number of warrants, and has our
Chairman as one of the three APF supervisory board members, to facilitate the
transition and ensure value retention and generation for our shareholders. On
the liability side, SDPI is expecting the hearing of its court case in Cyprus
against the seller of its Praktiker Craiova asset so as to settle a liability
that we have provided for, but our legal advisers and our board are confident
will end up to our benefit anyway. During the year we have reduced even
further the Company's operating expenses to a minimum with most of the
executives being paid for part time employment; a process that was further
advanced earlier in 2023 with all executives moving out of the Company and
offering their (part time) services through a third-party services contract.
As SPDI did not reach the minimum size needed, these operating expenses,
despite being at the bottom end of the peer bracket, weighted substantially on
a limited size property company that SPDI ended being, and became the
management's priority to address, always taking into consideration our
fiduciary responsibility to ensure smooth running and value retention for our
Company.
We expect 2023 will be the last year of SPDI operations as we know them with
its net assets turned into APF shares and cash, and opex being reduced to
minimum. When such APF shares and cash are distributed to our shareholders,
subject to, inter alia, all necessary shareholder/regulatory approvals being
obtained and tax advice, they will be able to either monetise their investment
by selling them or retain them and follow APF's growth into a dividend issuing
pan-East Europe property company, the preferred way of safeguarding their
investment value together with having the option of further value generation.
Management and directors of SPDI are committed to see the conclusion of this
transaction so that they will ensure the transformation of our Company.
Best regards,
Lambros G. Anagnostopoulos, Chief Executive Officer
2. Management Report
SPDI's core property asset portfolio consists of South Eastern European prime
commercial and industrial real estate, the majority of which is let to blue
chip tenants on long leases. During 2022, management, in line with the
Company's strategy to maximise value for shareholders, closed two transactions
with Arcona Property Fund N.V (Arcona) as part of the conditional
implementation agreement for the sale of Company's property portfolio,
excluding its Greek logistics property (which has now also separately been
sold), in an all-share transaction to Arcona, an Amsterdam and Prague listed
company that invests in commercial property in Central Europe. Arcona
originally held high yielding real estate investments in Czech Republic,
Poland and Slovakia, with the total agreement valuing the SPDI NAV at ~
€29m, significantly higher than the current market value of the Company as a
whole.
The combination of two complementary asset portfolios is expected to create a
significant European property company, benefiting both the Company's and
Arcona's respective shareholders.
Following the completion of Stage 1 of the transaction in 2019, which involved
the sale of two land plots in Ukraine and residential and land assets in
Bulgaria and resulted in Company receiving a total of 593.534 Arcona shares
and 144.084 warrants over Arcona shares, in June 2021, the two parties signed
SPA agreements for Stage 2 of the Arcona transaction. This stage involves the
transfer of the EOS and Delenco assets in Romania and the Kiyanovskiy and
Rozny land plots in Ukraine with a total net asset value of €8,2 million, in
exchange for approximately 560.000 new ordinary shares in Arcona and
approximately 135.000 warrants over shares in Arcona, as well as €1m in
cash, subject to, inter alia, standard form adjustment and finalisation in
accordance with the relevant agreements.
During March and June 2022 the transactions for the sale of EOS and Delenco
were concluded, in exchange for the issue to the Company of 479.376 new shares
in Arcona and 115.543 warrants over shares in Arcona.
The invasion of Ukraine by Russia during February 2022 suspended the transfer
process of the relevant Ukrainian assets included in Stage 2 of the
transaction. Any development of such process is expected to take place in the
future upon normalization of current conditions.
Moreover, the war in Ukraine has also affected our standard local business. In
particular, despite submitting the official request to the City of Kiev to
extend the lease of Tsymlyanskiy for another 5 years in November 2021 (as we
have first extension rights over any other interested party) we have not
managed to get an official approval yet. The first step in the process whereby
the presiding committee of the municipality, before the final approval by the
City Council, did not take place as too many other cases had accumulated which
had time priority over our case. During the period between 15 December 2021
and 20 January 2022, the committee did not convene at all as is usual during
holiday and vacation times. Once the holiday season was over, the main focus
of the committee and the City Council unfortunately were on issues not related
to property lease extensions, but rather more pressing matters for the
interests and operational stability of the City of Kiev. From there on, all
decisions have been put on hold due to the Russian invasion of Ukraine.
However, management remains confident that the Company will be awarded the
lease extension once the war status permits.
In August 2022 the Company signed with Myrian Nes Limited a Shareholders
Agreement for a joint venture for developing logistics properties in Romania.
As part of this agreement the Company will convert €2,5 million of the loan
it has extended in 2017 to Myrian Nes Limited (Olympians Loan) into a 50%
equity stake of the joint venture company. The objective of this new company,
which Myrian Nes is contributing €2,5 million in equity funds to, is to
develop a portfolio of logistics properties in Romania with a view of letting
them to third party tenants in a market that has very low vacancy and has
shown substantial strength and resilience in recent years. The remaining part
of the Olympians Loan is being repaid in regular intervals and is expected to
be fully repaid to the Company during the current period. As part of this
joint venture, the parties have proceeded to the establishment of the required
entities in Cyprus and Romania, while currently are finalizing discussions
with a counterparty for the purchase, development and lease back of a
particular asset.
Moreover, during the period the Company sold its total interest in the 40.850
sqm land portfolio of the GreenLake project in Bucharest, Romania, which is
not zoned for development, as well as its interest in the Kindergarten asset
in GreenLake. These assets was planned to be part of Stage 3 of the
transaction with Arcona, but negotiations on price did not concluded, and
therefore Management got higher prices in the market. The sale of the land
portfolio resulted in the full repayment of GreenLake's First Phase bank loan,
leading in turn to the successful monetization of the remaining developed
First Phase units of the associate Green Lake Development Srl, as well as the
settlement, after prolonged negotiations, of an ongoing overlapping dispute
over the GreenLake land.
Regarding the economic environment in which the Company operates, the Romanian
economy which constitutes the main operating market of the Company, grew by
4,7% in 2022, better than expected given the persistent inflation during the
year. Growth was driven by strong consumer spending, which increased 5,5%
year-on-year on the back of the removal of pandemic restrictions and the
higher wages. Inflation rate reached 12% in 2022 while unemployment showed a
marginal increase to 5,6%, keeping the labor market relatively tight and wage
increases high. Real estate investment volume reached in 2022 the historical
milestone of 1,25 bln euros, 36% higher than the volume registered the
previous year, with office assets representing 62% of the annual volume, while
retail assets attracted 24% and industrial 7%.
Total operating income decreased by 38% during 2022 as a result of the
disposal of assets during the period, leading to a decrease in net income from
operations by 69%.
Table 1
EUR 2022 2021
Continued Operations Discontinued Operations Total Continued Operations Discontinued Operations Total
Rental, Utilities, Management & Sale of electricity Income 1,143,752 505,785 1,649,537 1,047,137 939,720 1,986,857
Net gain/(loss) on disposal of investment property - (825,392) (825,392) - 653,567 653,567
Income from Operations 1,143,752 (319,607) 824,145 1,047,137 1,593,287 2,640,424
Asset operating expenses - (446,380) (446,380) - (763,024) (763,024)
Net Operating Income 1,143,752 (765,987) 377,765 1,047,137 830,263 1,877,400
Share of profit/(loss) and gains from associates (7,999) 335,533 327,534 - 344,746 344,746
Dividends income - - - - 175,500 175,500
Net Operating Income from investments 1,135,753 (430,454) 705,299 1,047,137 1,350,509 2,397,646
Administration expenses (1,097,873) (242,157) (1,340,030) (1,367,129) (211,086) (1,578,215)
Operating Result (EBITDA) 37,880 (672,611) (634,731) (319,992) 1,139,423 819,431
Finance Cost, net 162,704 (652,987) (490,283) 298,663 (854,114) (555,451)
Income tax expense 17,940 (74,340) (56,400) (51,824) (67,328) (119,152)
Operating Result after Finance and Tax Expenses 218,524 (1,399,938) (1,181,414) (73,153) 217,981 144,828
Other income / (expenses), net (3,390) (2,721,353) (2,724,743) 69,643 (12,510) 57,133
One off costs associated to Arcona transaction (182,253) (182,253) (204,101) - (204,101)
Personnel incentives (184,500) - - -
One off costs associated with previous periods and re-financing activities - - - (90,313) (78,000) (168,313)
One off costs associated with new custodian due to Brexit - - - (136,750) - (136,750)
Fair value adjustments from Investment Properties - (1,245,230) (1,245,230) - (754,979) (754,979)
Net gain/(loss) on disposal of subsidiaries - (4,871,809) (4,871,809) 748 - 748
Fair Value adjustment on financial investments (1,071,119) (1,071,119) 683,478 - 683,478
Foreign exchange differences, net (17,647) (165,165) (182,812) (65,147) (253,666) (318,813)
Result for the year (1,240,385) (10,403,495) (11,643,880) 184,405 (881,174) (696,769)
Exchange difference on translation due to presentation currency - (692,906) (692,906) - 64,299 64,299
Total Comprehensive Income for the year (1,240,385) (11,096,401) (12,336,786) 184,405 (816,875) (632,470)
The administration costs, adjusted by the one-off costs, decreased by 15%, and
the recurring EBITDA finally decreased to -€0,63m from €0,82m in 2021.
Overall, operating results after finance and tax for the year decreased to
-€1,18m as compared to €0,14m in 2021.
2.2 Property Holdings
The Company's portfolio at year-end consists of commercial income producing
and residential properties in Romania, as well as land plots in Ukraine and
Romania.
Commercial Property Location Key Features
Innovations Logistics Park
Bucharest, Romania Gross Leaseable Area: 16.570 sqm
Anchor Tenant: Favorit Business Srl
Occupancy Rate: 80%
Land & Residential Assets Location Key Features
Kiyanovskiy Residence Kiev, Ukraine Plot of land (~ th. sqm): 6
Tsymlyanskiy Residence* Kiev, Ukraine Plot of land (~ th. sqm): 4
Rozny Lane Kiev, Ukraine Plot of land (~ th. sqm): 420
GreenLake (Associate) Romania Sold units during 2022: 4
GreenLake (Associate) Romania Available units (end 2022): 7
*As of November 2021, the Company had already submitted official request to
the City of Kiev to extend the lease of the property for another 5 years,
since it has first extension rights over any other interested party. The first
step in the process whereby the presiding committee of the municipality,
before the final approval by the City Council, did not place as many other
cases had accumulated which had time priority over our case. During the period
between December 15(th) 2021 and January 20(th) of 2022, the committee did not
convene at all as is usual during holiday and vacation times. Once the holiday
season was over, the main focus of the committee and the City Council
unfortunately were on issues not related to property lease extensions, but
rather more pressing matters for the interests and operational stability of
the City of Kiev. From there on, all decisions have been put on hold due to
the Russian insurgence of Ukraine. Management remains confident that the
Company will be awarded the lease extension once the war status permits.
In 2021, the Company's accredited valuers, namely CBRE Ukraine for the
Ukrainian Assets, and NAI RealAct for the Romanian Assets, remained appointed.
The valuations have been carried out by the appraisers on the basis of Market
Value in accordance with the current Practice Statements contained within the
Royal Institution of Chartered Surveyors ("RICS") Valuation - Global Standards
(2017) (the "Red Book") and are also compliant with the International
Valuation Standards (IVS).
Following disposals of previous periods, SPDI's portfolio has became more
concentrated in terms of geography. At the end of the reporting period,
Romania remains the prime country of operations (83%) in terms of Gross Asset
Value, while in Ukraine (17%) the Company still has interests in land plots
intended to be sold as part of the Arcona transaction.
In respect of the Company's income generation capacity, Romania has become
gradually the single operating income source.
** Net Operating Income includes NOI from Innovations Logistics Park, Victini
Logistics, EOS Business Park, Praktiker retail center, Kindergarten,
Residential units, GreenLake, as well as Delenco office building (dividends).
The table below summarizes the main financial position of each of the
Company's assets (representing the Company's participation in each asset) at
the end of the reporting period.
Table 2
2022
Property Country GAV* €m Debt * NAV
Innovations Logistics Park Rom 9,7 6,2 3,5
Land banking Ukr - Rom 1,9 4,0 -2,1
Total Value 11,6 10,2 1,4
Other balance sheet items, net ** +11,7
Net Asset Value total 13,1
Market Cap in EUR as at 31/12/2022 (Share price at £0,0575) 8,3
Market Cap in EUR as at 23/06/2023 (Share price at £0,05625) 8,4
Discount of Market Cap in EUR at 23/06/2023 vs NAV at 31/12/2022 -36%
* Reflects the Company's participation at each asset
**Refer to balance sheet and related notes of the financial statements
The Net Equity attributable to the shareholders as at 31 December 2022 stood
at ~€13,1m vs ~€23,5m in 2021. The table below depicts the discount of
Market Share Price over NAV since 2012.
The NAV per share as at 31 December 2022 stood at GBP 0,09 and the discount of
the Market Value vis a vis the Company's NAV denominated in GBP stands at 37%
at year-end.
2.3 Financial and Risk Management
The Group's overall bank debt exposure at the end of the reporting period was
~€10,2m (calculating relative to the Company's percentage shareholding in
each), comprising the following:
a) €6,2m finance lease of Innovations Logistics Park with Piraeus
Leasing Romania.
b) €4,0m being the Company's portion on land plot related debt
financing.
Throughout 2022, the Company focused on managing and preserving liquidity
through cash flow optimization. In this context, Management secured a)
collection of scheduled re-payments of loans provided to third parties, b)
continuous sale of residential assets and c) advancement of discussions
related to transaction with Arcona Property Fund N.V. which in most part
materialized in 2022.
2.4 2022 and beyond
During 2023 the Company intends to sell all its assets, and consequently its
main operations are expected to be minimized, provided that constraints
brought by the the current war situation in Ukraine will successfully be
surpassed. Despite such constraints, Management is working along the
guidelines of the board for the closing of the transaction with Arcona
Property Fund N.V., which will mark effectively the maximization of Company's
value and will give our shareholders the opportunity to gain direct exposure
to an entity of considerably larger size, with a strong dividend distribution
policy, and active in a more diversified and faster growing region (Central
and South Eastern Europe) of the European property market.
Having already completed during 2022 the transfers of Delenco and EOS assets
in Romania, the Management is currently working towards completion of the
remaining parts of the transaction, monitoring closely any developments in
Ukraine, as well as with all other open issues which if resolved will
effectively turn the Company having as assets only Arcona shares (including
warrants over shares) and cash.
To that end, as part of the cost reduction process, the Company has agreed to
externalize all HR and office costs in all operating jurisdictions except
Ukraine, resulting in that way in a ~35% and ~50% reduction vis a vis same
costs in 2022 and 2021 respectively.
3. Regional Economic Developments (1)
The Romanian economy experienced in 2022 the second consecutive year of strong
growth following the global reset experienced in 2020 due to the pandemic.
Growth reached 4,7% driven by strong private consumption and robust
investment. Private consumption increased by 5,5% year on year backed by the
release of the restrictions as a result of the pandemic and the high wages.
Moreover, the local investment market reached the historical milestone of EUR
1,25 bln, 36% higher than the investment volume registered
the previous year.
Unemployment rate is estimated marginally higher but still in low levels at
5,6%, keeping the labor market relatively tight and wage increases high.
Inflation peaked during the year at high levels and closed at 12% at year end,
on the back of the high energy prices and the constantly increasing trend in
foods and services.
Macroeconomic data
Romania 2016 2017 2018 2019 2020 2021 2022f
GDP (EUR bn) 170 188 203 223 218 241 286
Population (mn) 19,8 19,6 19,5 19,5 19,3 19,3 19,6
Real GDP (y-o-y %) 4,8 7,0 4,1 4,1 -3,7 5,9 4,7
CPI (average, y-o-y %) -1,5 1,3 4,6 3,3 2,3 4,1 12
Unemployment rate (%) 5,9 4.3 3,6 3,1 6,1 5,4 5,6
Following the invasion of Russia in Ukraine in February 2022, Ukraine's GDP
fell by 29,1% in 2022 as a result of the damages the war brought in the heavy
industry, the power grid and the agricultural sector, as well as the
restricted access to Black Sea ports that are vital for the export activities
of the country.
With Ukraine's grain crop falling to 53 mil tonnes in 2022 from 86 mil tonnes
in 2021, and steel production reduced by almost 71%, export activity declined
by 35% in 2022 compared to the previous year.
The Ukrainian currency, Hryvnia, depreciated significantly against major
currencies. As at the end of 2022, Hryvnia had depreciated 34% against US
dollar and 26% against Euro, compared to 2021 year end. The invasion also
affected the assessment of country's solvency by international rating
agencies. Currently credit ratings have rebound partially with S&P's
rating at CCC+ with stable outlook, Moody's one at Caa3 with stable outlook,
and Fitch's at CC.
1 Sources: World Bank Group, Eurostat, EBRD, National Institute of
Statistics- Romania, National Institute of Statistics - Ukraine, IMF, European
Commission.
4. Real Estate Market Developments (2)
4.1 Romania
Total real estate investment volume in Romania reached in 2022 1,25 bln Euros,
representing a 36% y-o-y increase. Bucharest proved again to be the most
liquid real estate market generating almost three quarters from total annual
investment volume driven mainly by office transactions. Office segment
represented 62% of the annual volume, followed by retail sector (24%) and the
industrial/ logistics one (7%).
Compression and stability is the trend that describes yields in Romania during
2022. Prime office yields remained at 6,75%, while industrial ones compressed
to 7,15% from 7,5%, and retail stood at 6,75% from 7%. Local investors
represent 50% of total investment volume, while foreign investment was driven
by South Africans (15%) and Austrians (10%).
With c.900.000 sq m delivered during 2022, the total modern industrial/
logistics stock reached c.6,6 million sq m. Almost 50% of the new deliveries
were in Bucharest area, being by far the largest consumer market in the
country. At the end of 2022 the vacancy rate in Romania's industrial modern
stock stood at 4,5%, while the vacancy rate for Bucharest was 5,8%. Headline
rent in logistic parks registered a 5% increase at 4,1 EUR/sqm/month as a
result of the robust demand and the increase in construction
costs.
4.2 Ukraine
During 2022 even though the land market was seriously affected by the Russian
military invasion, asking prices demonstrated certain stability and have not
decreased significantly. Despite the extremely low demand observed on the
market, the majority of owners were not willing to sell at reduced prices and
preferred even to withdraw the asset from the market.
1 Sources : Eurobank, CBRE Research, Colliers International, Cushman &
Wakefield, Crosspoint Real Estate, Knight Frank, Coldwell Banker Research,
National Institute of Statistics- Romania, State Statistics Service-Ukraine,
NAI Real Act
5. Property Assets
5.1 EOS Business Park - Danone headquarters, Romania
The park consists of 5.000 sqm of land including a class "A" office building
of 3.386 sqm GLA and 90 parking places. It is located next to the Danone
factory, in the North-Eastern part of Bucharest with access to the Colentina
Road and the Fundeni Road. The ark is very close to Bucharest's ring road and
the DN 2 national road (E60 and E85) and is also served by public
transportation. The park is highly energy efficient.
The Company acquired the office building in November 2014. The complex is
fully let to Danone Romania, the French multinational food company, until
2025. The asset was sold in June 2022 as part of Stage 2 of the Arcona
transaction.
5.2 Delenco office building, Romania
The property is a 10.280 sqm office building, which consists of two
underground levels, a ground floor and ten above-ground floors. The building
is strategically located in the very center of Bucharest, close to three main
squares of the city: Unirii, Alba Iulia and Muncii, only 300m from the metro
station.
The Company acquired 24,35% of the property in May 2015. As at the end 2021,
the building is 99% let, with ANCOM (the Romanian Telecommunications
Regulator) being the anchor tenant (81% of GLA). The stake in the asset was
sold in March and June 2022 as part of Stage 2 of the Arcona transaction.
5.3 Innovations Logistics Park, Romania
The park incorporates approximately 8.470 sqm of multipurpose warehousing
space, 6.395 sqm of cold storage and 1.705 sqm of office space. It is located
in the area of Clinceni, south west of Bucharest center, 200m from the city's
ring road and 6km from Bucharest-Pitesti (A1) highway. Its construction was
completed in 2008 and was tenant specific. It comprises four separate
warehouses, two of which offer cold storage.
As at the year end the terminal was 80% leased. Anchor tenant with 46% is
Favorit Business Srl, a large Romanian logistics operator, which accommodates
in the terminal their new business line which involves as end user Carrefour.
Following recent relevant agreement, Favorit's leases extended until 2026.
Since 2019 the Company signs also short term lease agreements for ambient
storage space with Mondelez Srl, one of the fastest growing regional food
companies.
5.4 Kindergarten, Romania
Situated on the GreenLake compound on the banks of Grivita Lake, a standalone
building on ground and first floor, is used as a nursery by one of the
Bucharest's leading private schools. The building is erected on 1.428.59 sqm
plot with a total gross area of 1.198 sqm.
The property is 100% leased to International School for Primary Education. The
asset was sold in September 2022.
5.5 Residential Portfolio
· GreenLake, Bucharest, Romania
A residential compound of 40.500 sqm GBA, which consists of apartments and
villas, situated on the banks of Grivita Lake, in the northern part of the
Romanian capital - the only residential property in Bucharest with a 200
meters frontage to a lake. The compound also includes facilities such as one
of Bucharest's leading private schools (International School for Primary
Education), outdoor sports courts and a mini-market.
During 2022, 4 apartments and villas were sold while at the end of the year 7
units remained unsold but they are all precontracted and sold during 2023.
5.6 Land Assets
· -Kiyanovskiy Residence - Kiev, Ukraine
The property consists of 0,55 Ha of freehold and leasehold land located at
Kiyanovskiy Lane, near Kiev city center. It is destined for the development of
businesses and luxury residences with beautiful protected views overlooking
the scenic Dnipro River, St. Michaels' Spires and historic Podil.
The asset is part of Stage 2 of the Arcona transaction and the relevant SPA
for its disposal has already been signed in June 2021 while closing has been
postponed due to the invasion of Ukraine by Russia.
· -Tsymlyanskiy Residence - Kiev, Ukraine
The 0,36 Ha plot is located in the historic and rapidly developing Podil
District in Kiev. The Company owns 55% of the SPV which leases the plot, with
a local co-investor owning the remaining 45%.
The extension of the lease, originally expected during 2021, was delayed and
currently is on hold due to the invasion of Ukraine by Russia. The asset is
planned to be part of Stage 3 of the Arcona transaction.
· -Rozny Lane - Kiev Oblast, Kiev, Ukraine
The 42 Ha land plot located in Kiev Oblast is destined to be developed as a
residential complex. Following a protracted legal battle, it has been
registered under the Company pursuant to a legal decision in July 2015.
The asset is part of Stage 2 of the Arcona transaction and relevant SPA for
its disposal has already been signed in June 2021 while closing has been
postponed due to the invasion of Ukraine by Russia.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Note 2022 2021
€ €
Continued Operations
Income 10 1.143.752 1.047.137
Net Operating Income 1.143.752 1.047.137
Administration expenses 12 (1.464.626) (1.798.293)
Gain/(Loss) on disposal of subsidiary 20 - 748
Fair Value gain/(loss) on Financial Assets at FV through P&L 26 (1.071.119) 683.478
Gain realized on acquisition on associate 1.041 -
Share of loss of associates 21 (9.040) -
Other operating income/ (expenses), net 15 (3.390) 69.643
Operating profit / (loss) (1.403.382) 2.713
Finance income 16 361.035 489.072
Finance costs 16 (198.331) (190.409)
Profit / (Loss) before tax and foreign exchange differences (1.240.678) 301.376
Foreign exchange loss, net 17a (17.647) (65.147)
Profit/(Loss) before tax (1.258.325) 236.229
Income tax expense 18 17.940 (51.824)
Profit/(Loss) for the year from continuing operations (1.240.385) 184.405
Loss from discontinued operations 9b (10.403.495) (881.174)
Profit/ (Loss) for the year (11.643.880) (696.769)
Other comprehensive income
Exchange difference on translation of foreign operations 29 (692.906) 64.299
Total comprehensive income for the year (12.336.786) (632.470)
Profit/ (Loss) for the year from continued operations attributable to:
Owners of the parent (1.240.385) 184.405
Non-controlling interests - -
(1.240.385) 184.405
Profit/ (Loss) for the year from discontinued operations attributable to:
Owners of the parent (8.416.599) (659.215)
Non-controlling interests (1.986.896) (221.959)
(10.403.495) (881.174)
Profit/ (Loss) for the year attributable to:
Owners of the parent (9.656.984) (474.810)
Non-controlling interests (1.986.896) (221.959)
(11.643.880) (696.769)
Total comprehensive income attributable to:
Owners of the parent (10.142.264) (459.449)
Non-controlling interests (2.194.522) (173.021)
(12.336.786) (632.470)
Earnings/(Losses) per share (Euro per share):
Basic earnings/(losses) for the year attributable to ordinary equity owners of 37b (0,01) (0,00)
the parent
Diluted earnings/(losses) for the year attributable to ordinary equity owners 37b (0,01) (0,00)
of the parent
Basic earnings/(losses) for the year from discontinued operations attributable 37c (0,06) (0,00)
to ordinary equity owners of the parent
Diluted earnings/(losses) for the year from discontinued operations 37c (0,06) (0,00)
attributable to ordinary equity owners of the parent
The notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2022
Note 2022 2021
€ €
ASSETS
Non‑current assets
Tangible and intangible assets 23 816 1.628
Long-term receivables and prepayments 24 824 824
Investment in associate 21 1 -
Financial Assets at FV through P&L 26 12.078.808 7.470.722
12.080.449 7.473.174
Current assets
Prepayments and other current assets 25 4.153.162 4.510.381
Cash and cash equivalents 27 66.570 2.160.576
4.219.732 6.670.957
Assets classified as held for sale 9d 13.835.091 39.011.516
Total assets 30.135.272 53.155.647
EQUITY AND LIABILITIES
Issued share capital 28 1.291.281 1.291.281
Share premium 72.107.265 72.107.265
Foreign currency translation reserve 29 8.484.507 8.969.787
Exchange difference on I/C loans to foreign holdings 39.3 (211.199) (211.199)
Accumulated losses (68.560.594) (58.903.610)
Equity attributable to equity holders of the parent 13.111.260 23.253.524
Non-controlling interests 30 369.399 5.748.132
Total equity 13.480.659 29.001.656
Non‑current liabilities
Borrowings 31 597.357 126.066
Bonds issued 32 723.690 1.033.842
Tax payable and provisions 35 579.519 627.130
1.900.566 1.787.038
Current liabilities
Borrowings 31 - 1.577.500
Bonds issued 32 99.046 293.214
Trade and other payables 33 3.731.769 4.396.123
Tax payable and provisions 35 37.574 256.437
3.868.389 6.523.274
Liabilities directly associated with assets classified as held for sale 9d 10.885.658 15.843.679
14.754.047 22.366.953
Total liabilities 16.654.613 24.153.991
Total equity and liabilities 30.135.272 53.155.647
Net Asset Value (NAV) € per share: 37d
Basic NAV attributable to equity holders of the parent 0,10 0,18
Diluted NAV attributable to equity holders of the parent 0,10 0,18
On 28 June 2022 the Board of Directors of SECURE PROPERTY DEVELOPMENT &
INVESTMENT PLC authorised these financial statements for issue.
Lambros Anagnostopoulos Michael Beys Theofanis Antoniou
Director & Chief Executive Officer Director & Chairman of the Board CFO
The notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
( )
Attributable to owners of the Company
Share capital Share premium, Accumulated losses, net of non-controlling interest(2) Exchange difference on I/C loans to foreign holdings(3) Foreign currency translation reserve(4) Total Non- controlling interest Total
Net(1)
€ € € € € € € €
Balance - 31 December 2020 1.291.281 72.107.265 (58.428.800) (211.199) 8.954.426 23.712.973 5.921.153 29.634.126
Loss for the year - - (474.810) - - (474.810) (221.959) (696.769)
Foreign currency translation reserve - - - - 15.361 15.361 48.938 64.299
Balance - 31 December 2021 1.291.281 72.107.265 (58.903.610) (211.199) 8.969.787 23.253.524 5.748.132 29.001.656
Loss for the year - - (9.656.984) - - (9.656.984) (1.986.896) (11.643.880)
Foreign currency translation reserve - - - - (485.280) (485.280) (207.626) (692.906)
Disposals of subisdiaries - - - - - - (3.184.211) (3.184.211)
Balance - 31 December 2022 1.291.281 72.107.265 (68.560.594) (211.199) 8.484.507 13.111.260 369.399 13.480.659
( )
(1) Share premium is not available for distribution.
(2) Companies which do not distribute 70% of their profits after tax, as
defined by the relevant tax law, within two years after the end of the
relevant tax year, will be deemed to have distributed as dividends 70% of
these profits. Special contribution for defence at 17% and GHS contribution at
1,7%-2,65% for deemed distributions after 1 March 2019 will be payable on such
deemed dividends to the extent that the ultimate shareholders are both Cyprus
tax resident and Cyprus domiciled. The amount of deemed distribution is
reduced by any actual dividends paid out of the profits of the relevant year
at any time. This special contribution for defence is payable by the Company
for the account of the shareholders.
(3) Exchange differences on intercompany loans to foreign holdings arose as a
result of devaluation of the Ukrainian Hryvnia during previous years. The
Group treats the mentioned loans as a part of the net investment in foreign
operations (Note 39.3).
(4) Exchange differences related to the translation from the functional
currency of the Group's subsidiaries are accounted for directly to the foreign
currency translation reserve. The foreign currency translation reserve
represents unrealized profits or losses related to the appreciation or
depreciation of the local currencies against the euro in the countries where
the Group's subsidiaries own property assets.
The notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2022
Note 2022 2021
€ €
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) before tax and non-controlling interests-continued operations (1.258.325) 236.229
Profit/(Loss) before tax and non-controlling interests-discontinued operations 9b (10.329.155) (813.846)
Profit/(Loss) before tax and non-controlling interests (11.587.480) (577.617)
Adjustments for:
(Gain)/Loss on revaluation of investment property 13 1.245.230 754.979
Net loss on disposal of investment property 14.1 825.392 (653.567)
Fair Value (gain)/loss on Financial Assets at FV through P&L 26 1.071.119 (683.478)
(Reversal) /Impairment of prepayments and other current assets 15 2.721.151 5.932
Accounts payable written off 15 (4.401) (62.978)
Depreciation/ Amortization charge 12 7.292 2.101
Interest income 16 (369.017) (498.438)
Interest expense 16 850.400 1.044.296
Share of profit from associates 21 (326.493) (344.746)
Gain on disposal of subsidiaries 20 4.870.768 (748)
Effect of foreign exchange differences 17a 182.812 318.813
Cash flows from/(used in) operations before working capital changes (513.227) (695.451)
Change in prepayments and other current assets 25 (531409) (61.750)
Change in trade and other payables 33 (1.230.439) (441.639)
Change in VAT and other taxes receivable 25 141.751 (17.181)
Change in provisions 35 - 28.954
Change in other taxes payables 35 (173.788) 18.580
Change in deposits from tenants 34 (41.229) -
Cash generated from operations (2.348.341) (1.168.487)
Income tax paid (117.762) (515.938)
Net cash flows provided in operating activities (2.466.103) (1.684.425)
CASH FLOWS FROM INVESTING ACTIVITIES
Sales proceeds from disposal of investment property 14.1 1.164.133 3.245.322
Cash inflow from sale of subsidiaries 20 382.750 -
Dividend received from associates 21 219.190 183.583
Payment on acquisition of associate (8.000) -
Increase/(Decrease) in long term receivables 24 (18.263) (18.251)
Repayment of principal and interest of loan receivable 25 821.891 2.289.683
Net cash flows from / (used in) investing activities 2.561.701 5.700.337
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank and non-bank loans 31 - 3.500.000
Repayment of bank and non-bank loans 31 (1.618.403) (2.538.099)
Interest and financial charges paid (391.126) (117.032)
Decrease in financial lease liabilities 36 (289.917) (3.176.182)
Net cash flows from / (used in) financing activities (2.299.446) (2.331.313)
Net increase/(decrease) in cash at banks (2.203.848) 1.684.599
Cash:
At beginning of the year 27 2.555.246 870.647
At end of the year 27 351.398 2.555.246
The notes form an integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2022
1. General Information
Country of incorporation
SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the ''Company'') was
incorporated in Cyprus on 23 June 2005 and is a public limited liability
company, listed on the London Stock Exchange (AIM): ISIN CY0102102213. Its
registered office is at Kyriakou Matsi 16, Eagle House, 10th floor, Agioi
Omologites, 1082 Nicosia, Cyprus while its principal place of business is in
Cyprus at 6 Nikiforou Foka Street, 1060 Nicosia, Cyprus.
Principal activities
The principal activities of the Group are to invest directly or indirectly in
and/or manage real estate properties, as well as real estate development
projects in South East Europe (the "Region"). These include the acquisition,
development, commercializing, operating and selling of property assets in the
Region.
The Group maintains offices in Nicosia, Cyprus, Bucharest, Romania and Kiev,
Ukraine.
As at 31 December 2022, the companies of the Group employed and/or used the
services of 10 full time equivalent people, (2021 à 15 full time equivalent
people).
2. Basis of preparation
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the European
Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The
consolidated financial statements have been prepared under the historical cost
as modified by the revaluation of investment property and investment property
under construction, of financial assets at fair value through other
comprehensive income and of financial assets at fair value through profit and
loss.
The preparation of financial statements in conformity with IFRSs requires the
use of certain critical accounting estimates and requires Management to
exercise its judgment in the process of applying the Company's accounting
policies. It also requires the use of assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Although these estimates
are based on Management's best knowledge of current events and actions, actual
results may ultimately differ from those estimates.
Following certain conditional agreement signed in December 2018 with Arcona
Property Fund N.V for the sale of Company's non-Greek portfolio of assets, the
Company classifies its assets since 2018 as discontinued operations (Note 4.3)
.
Going concern basis
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future.
In particular, the Company is in a process of disposing of its portfolio of
assets in an all share transaction with Arcona Property Fund N.V., meaning
that as soon as this transaction consummates the Company will be left with its
corporate receivables and liabilities.
These conditions raise some doubt about the Company's ability to continue as a
going concern within the next twelve months from the date these financial
statements are available to be issued. The ability to continue as a going
concern is dependent upon positive future cash flows.
Management believes that the Company will be able to finance its needs given
the fact that the additional corporate receivables, as well as the
consideration received in the form of Arcona shares is estimated that it can
effectively discharge all corporate liabilities. At the same time, the
transaction with Arcona Property Fund N.V., which is a cash flow generating
entity, will result in the Company being a significant shareholder, entitled
to dividends according to the dividend policy of Arcona Property Fund N.V.
3. Adoption of new and revised Standards and Interpretations
During the current year the Company adopted all the new and revised
International Financial Reporting Standards (IFRS) that are relevant to its
operations and are effective for accounting periods beginning on 1 January
2022. This adoption did not have a material effect on the accounting policies
of the Company.
4. Significant accounting policies
The principal accounting policies adopted in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all years presented in these consolidated financial
statements unless otherwise stated.
Local statutory accounting principles and procedures differ from those
generally accepted under IFRS. Accordingly, the consolidated financial
information, which has been prepared from the local statutory accounting
records for the entities of the Group domiciled in Cyprus, Romania, and
Ukraine reflects adjustments necessary for such consolidated financial
information to be presented in accordance with IFRS.
4.1 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities (including special purpose entities) controlled by
the Company (its subsidiaries).
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired, liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The Group recognizes any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognized amounts of
acquiree's identifiable net assets.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is re-measured to fair value at the acquisition date; any gains or
losses arising from such re-measurement are recognized in profit or loss.
Any contingent consideration to be transferred by the Group is recognized at
fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset or liability is
recognized in accordance with IAS 39, either in profit or loss or as a change
to other comprehensive income. Contingent consideration that is classified as
equity is not re-measured and its subsequent settlement is accounted for
within equity.
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (see
above), or additional assets or liabilities are recognized, to reflect new
information obtained about facts and circumstances that existed at the
acquisition date that, if known, would have affected the amounts recognized at
that date.
Business combinations that took place prior to 1 January 2010 were accounted
for in accordance with the previous version of IFRS 3.
Inter-company transactions, balances and unrealized gains on transactions
between group companies are eliminated. Unrealized losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
with the Group's accounting policies.
Changes in ownership interests in subsidiaries without change of control and
Disposal of Subsidiaries
Transactions with non-controlling interests that do not result in loss of
control are accounted for as equity transactions - that is, as transactions
with the owners in their capacity as owners. The difference between fair value
of any consideration paid and the relevant share acquired of the carrying
value of net assets of the subsidiary is recorded in equity. Gains or losses
on disposals of non-controlling interests are also recorded in equity.
When the Group ceases to have control, any retained interest in the entity is
re-measured to its fair value at the date when control is lost, with the
change in carrying amount recognized in profit or loss. The fair value is the
initial carrying amount for the purposes of subsequently accounting for the
retained interest as an associate, joint venture or financial asset. In
addition, any amounts previously recognized in other comprehensive income in
respect of that entity are accounted for as if the Group had directly disposed
of the related assets or liabilities. This may mean that amounts previously
recognized in other comprehensive income are reclassified to profit or loss.
4. Significant accounting policies (continued)
4.2 Functional and presentation currency
Items included in the Group's financial statements are measured applying the
currency of the primary economic environment in which the entities operate
(''the functional currency''). The national currency of Ukraine, the Ukrainian
Hryvnia, is the functional currency for all the Group's entities located in
Ukraine, the Romanian leu is the functional currency for all Group's entities
located in Romania, and the Euro is the functional currency for all Cypriot
subsidiaries.
The consolidated financial statements are presented in Euro, which is the
Group's presentation currency.
As Management records the consolidated financial information of the entities
domiciled in Cyprus, Romania, Ukraine in their functional currencies, in
translating financial information of the entities domiciled in these countries
into Euro for inclusion in the consolidated financial statements, the Group
follows a translation policy in accordance with IAS 21, "The Effects of
Changes in Foreign Exchange Rates", and the following procedures are
performed:
· All assets and liabilities are translated at
closing rate;
· Equity of the Group has been translated using the
historical rates;
· Income and expense items are translated using
exchange rates at the dates of the transactions, or where this is not
practicable the average rate has been used;
· All resulting exchange differences are recognized
as a separate component of equity;
· When a foreign operation is disposed of through
sale, liquidation, repayment of share capital or abandonment of all, or part
of that entity, the exchange differences deferred in equity are reclassified
to the consolidated statement of comprehensive income as part of the gain or
loss on sale;
· Monetary items receivable from foreign operations
for which settlement is neither planned nor likely to occur in the foreseeable
future and in substance are part of the Group's net investment in those
foreign operations are recongised initially in other comprehensive income and
reclassified from equity to profit or loss on disposal of the foreign
operation.
The relevant exchange rates of the European and local central banks used in
translating the financial information of the entities from the functional
currencies into Euro are as follows:
Average 31 December
Currency 2022 2021 2022 2021 2020
USD 1,0530 1,1827 1,0666 1,1326 1,2270
UAH 33,9820 32,3009 38,9510 30,9226 34,7396
RON 4,9315 4,9204 4,9474 4,9481 4,8694
4.3 Discontinued operations
A discontinued operation is a component of the Group's business, the
operations and cash flows of which can be clearly distinguished from the rest
of the Group and which:
· represents a separate major line of business or geographic area
of operations;
· is part of a single coordinated plan to dispose of a separate
major line of business or geographic area of operations; or
· is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal
or when the operation meets the criteria to be classified as held-for-sale.
When an operation is classified as a discontinued operation, the comparative
statement of profit or loss and OCI is re-presented as if the operation had
been discontinued from the start of the comparative year.
4.4 Investment Property at fair value
Investment property, comprising freehold and leasehold land, investment
properties held for future development, warehouse and office properties, as
well as the residential property units, is held for long term rental yields
and/or for capital appreciation and is not occupied by the Group. Investment
property and investment property under construction are carried at fair value,
representing open market value determined annually by external valuers.
Changes in fair values are recorded in the statement of comprehensive income
and are included in other operating income.
A number of the land leases (all in Ukraine) are held for relatively short
terms and place an obligation upon the lessee to complete development by a
predetermined date. It is important to note that the rights to complete a
development may be lost or at least delayed if the lessee fails to complete a
permitted development within the timescale set out by the ground lease.
4. Significant accounting policies (continued)
4.4 Investment Property at fair value (continued)
In addition, in the event that a development has not commenced upon the expiry
of a lease then the City Authorities are entitled to decline the granting of a
new lease on the basis that the land is not used in accordance with the
designation. Furthermore, where all necessary permissions and consents for the
development are not in place, this may provide the City Authorities with
grounds for rescinding or non-renewal of the ground lease. However Management
believes that the possibility of such action is remote and was made only under
limited circumstances in the past.
Management has noticed that rescinding or non-renewal of the ground lease is
remote if a project is on the final stage of development or on the operating
cycle. In undertaking the valuations reported herein, the valuer of Ukrainian
properties, CBRE, has made the assumption that no such circumstances will
arise to permit the City Authorities to rescind the land lease or not to grant
a renewal.
Land held under operating lease is classified and accounted for as investment
property when the rest of the definition is met.
Investment property under development or construction initially is measured at
cost, including related transaction costs.
The property is classified in accordance with the intention of the management
for its future use. Intention to use is determined by the Board of Directors
after reviewing market conditions, profitability of the projects, ability to
finance the project and obtaining required construction permits.
The time point, when the intention of the management is finalized is the date
of start of construction. At the moment of start of construction, freehold
land, leasehold land and investment properties held for a future redevelopment
are reclassified into investment property under development or inventory in
accordance to the final decision of management.
Initial measurement and recognition
Investment property is measured initially at cost, including related
transaction costs. Investment properties are derecognized when either they
have been disposed of or when the investment property is permanently withdrawn
from use and no future economic benefit is expected from its disposal. Any
gains or losses on the retirement or disposal of an investment property are
recognized in the consolidated statement of comprehensive income in the period
of retirement or disposal.
Transfers are made to investment property when, and only when, there is a
change in use, evidenced by the end of owner occupation, or the commencement
of an operating lease to third party. Transfers are made from investment
property when, and only when, there is a change in use, evidenced by
commencement of owner occupation or commencement of development with a view to
sale.
If an investment property becomes owner occupied, it is reclassified as
property, plant and equipment, and its fair value at the date of
reclassification becomes its cost for accounting purposes. Property that is
being constructed or developed for future use as investment property is
classified as investment property under construction until construction or
development is complete. At that time, it is reclassified and subsequently
accounted for as investment property.
Subsequent measurement
Subsequent to initial recognition, investment property is stated at fair
value. Gains or losses arising from changes in the fair value of investment
property are included in the statement of comprehensive income in the period
in which they arise.
If a valuation obtained for an investment property held under a lease is net
of all payments expected to be made, any related liabilities/assets recognized
separately in the statement of financial position are added back/reduced to
arrive at the carrying value of the investment property for accounting
purposes.
Subsequent expenditure is charged to the asset's carrying amount only when it
is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. All other
repairs and maintenance costs are charged to the statement of comprehensive
income during the financial period in which they are incurred.
Basis of valuation
The fair values reflect market conditions at the financial position date.
These valuations are prepared annually by chartered surveyors (hereafter
"appraisers"). The Group appointed valuers in 2014, which remain the same in
2022:
· CBRE Ukraine, for all its Ukrainian properties,
· NAI Real Act for all its Romanian properties.
The valuations have been carried out by the appraisers on the basis of Market
Value in accordance with the appropriate sections of the current Practice
Statements contained within the Royal Institution of Chartered Surveyors
("RICS") Valuation - Global Standards (2018) (the "Red Book") and is also
compliant with the International Valuation Standards (IVS).
"Market Value" is defined as: "The estimated amount for which a property
should be exchanged on the date of valuation between a willing buyer and a
willing seller in an arm's-length transaction after proper marketing actions,
wherein the parties had each acted knowledgeably, prudently and without
compulsion".
4. Significant accounting policies (continued)
4.4 Investment Property at fair value (continued)
Basis of valuation (continued)
In expressing opinions on Market Value, in certain cases the appraisers have
estimated net annual rentals/income from sale. These are assessed on the
assumption that they are the best rent/sale prices at which a new letting/sale
of an interest in property would have been completed at the date of valuation
assuming: a willing landlord/buyer; that prior to the date of valuation there
had been a reasonable period (having regard to the nature of the property and
the state of the market) for the proper marketing of the interest, for the
agreement of the price and terms and for the completion of the letting/sale;
that the state of the market, levels of value and other circumstances were, on
any earlier assumed date of entering into an agreement for lease/sale, the
same as on the valuation date; that no account is taken of any additional bid
by a prospective tenant/buyer with a special interest; that the principal deal
conditions assumed to apply are the same as in the market at the time of
valuation; that both parties to the transaction had acted knowledgeably,
prudently and without compulsion.
A number of properties are held by way of ground leasehold interests granted
by the City Authorities. The ground rental payments of such interests may be
reviewed on an annual basis, in either an upwards or downwards direction, by
reference to an established formula. Within the terms of the lease, there is a
right to extend the term of the lease upon expiry in line with the existing
terms and conditions thereof. In arriving at opinions of Market Value, the
appraisers assumed that the respective ground leases are capable of extension
in accordance with the terms of each lease. In addition, given that such
interests are not assignable, it was assumed that each leasehold interest is
held by way of a special purpose vehicle ("SPV"), and that the shares in the
respective SPVs are transferable.
With regard to each of the properties considered, in those instances where
project documentation has been agreed with the respective local authorities,
opinions of the appraisers of value have been based on such agreements.
In those instances where the properties are held in part ownership, the
valuations assume that these interests are saleable in the open market without
any restriction from the co-owner and that there are no encumbrances within
the share agreements which would impact the sale ability of the properties
concerned.
The valuation is exclusive of VAT and no allowances have been made for any
expenses of realization or for taxation which might arise in the event of a
disposal of any property.
In some instances the appraisers constructed a Discounted Cash Flow (DCF)
model. DCF analysis is a financial modeling technique based on explicit
assumptions regarding the prospective income and expenses of a property or
business. The analysis is a forecast of receipts and disbursements during the
period concerned. The forecast is based on the assessment of market prices for
comparable premises, build rates, cost levels etc. from the point of view of a
probable developer.
To these projected cash flows, an appropriate, market-derived discount rate is
applied to establish an indication of the present value of the income stream
associated with the property. In this case, it is a development property and
thus estimates of capital outlays, development costs, and anticipated sales
income are used to produce net cash flows that are then discounted over the
projected development and marketing periods. The Net Present Value (NPV) of
such cash flows could represent what someone might be willing to pay for the
site and is therefore an indicator of market value. All the payments are
projected in nominal US Dollar/Euro amounts and thus incorporate relevant
inflation measures.
Valuation Approach
In addition to the above general valuation methodology, the appraisers have
taken into account in arriving at Market Value the following:
Pre Development
In those instances where the nature of the 'Project' has been defined, it was
assumed that the subject property will be developed in accordance with this
blueprint. The final outcome of the development of the property is determined
by the Board of Directors decision, which is based on existing market
conditions, profitability of the project, ability to finance the project and
obtaining required construction permits.
Development
In terms of construction costs, the budgeted costs have been taken into
account in considering opinions of value. However, the appraisers have also
had regard to current construction rates prevailing in the market which a
prospective purchaser may deem appropriate to adopt in constructing each
individual scheme. Although in some instances the appraisers have adopted the
budgeted costs provided, in some cases the appraisers' own opinions of costs
were used.
Post Development
Rental values have been assessed as at the date of valuation but having regard
to the existing occupational markets taking into account the likely supply and
demand dynamics during the anticipated development period. The standard
letting fees were assumed within the valuations. In arriving at their
estimates of gross development value ("GDV"), the appraisers have capitalized
their opinion of net operating income, having deducted any anticipated
non-recoverable expenses, such as land payments, and permanent void allowance,
which has then been capitalized into perpetuity.
4. Significant accounting policies (continued)
4.4 Investment Property at fair value (continued)
Valuation Approach (continued)
The capitalization rates adopted in arriving at the opinions of GDV reflect
the appraisers' opinions of the rates at which the properties could be sold as
at the date of valuation.
In terms of residential developments, the sales prices per sq. m. again
reflect current market conditions and represent those levels the appraisers
consider to be achievable at present. It was assumed that there are no
irrecoverable operating expenses and that all costs will be recovered from the
occupiers/owners by way of a service charge.
The valuations take into account the requirement to pay ground rental payments
and these are assumed not to be recoverable from the occupiers. In terms of
ground rent payments, the appraisers have assessed these on the basis of
information available, and if not available they have calculated these
payments based on current legislation defining the basis of these assessments.
4.5 Goodwill
Goodwill arising on an acquisition of a business is carried at cost as
established at the date of acquisition of the business less accumulated
impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the
Group's cash-generating units (or Groups of cash-generating units) that is
expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for
impairment annually, or more frequently when there is indication that the unit
may be impaired. If the recoverable amount of the cash-generating unit is less
than its carrying amount, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro rata based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognized directly in profit or
loss in the consolidated statement of comprehensive income. An impairment loss
recognized for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of
goodwill is included in the determination of the profit or loss on disposal.
4.6 Property, Plant and equipment and intangible assets
Property, plant and equipment and intangible non-current assets are stated at
historical cost less accumulated depreciation and amortization and any
accumulated impairment losses.
Properties in the course of construction for production, rental or
administrative purposes, or for purposes not yet determined and intangibles
not inputted into exploitation, are carried at cost, less any recognized
impairment loss. Cost includes professional fees and, for qualifying assets,
borrowing costs capitalized in accordance with the Group's accounting policy.
Depreciation of these assets, on the same basis as other property assets,
commences when the assets are ready for their intended use.
Depreciation and amortization are calculated on the straight‑line basis so
as to write off the cost of each asset to its residual value over its
estimated useful life. The annual depreciation rates are as follows:
Type %
Leasehold 20
IT hardware 33
Motor vehicles 25
Furniture, fixtures and office equipment 20
Machinery and equipment 15
Software and Licenses 33
No depreciation is charged on land.
Assets held under leases are depreciated over their expected useful lives on
the same basis as owned assets or, where shorter, the term of the relevant
lease.
The assets residual values and useful lives are reviewed, and adjusted, if
appropriate, at each reporting date.
Where the carrying amount of an asset is greater than its estimated
recoverable amount, the asset is written down immediately to its recoverable
amount.
4. Significant accounting policies (continued)
4.6 Property, Plant and equipment and intangible assets (continued)
Expenditure for repairs and maintenance of tangible and intangible assets is
charged to the statement of comprehensive income of the year in which it is
incurred. The cost of major renovations and other subsequent expenditure are
included in the carrying amount of the asset when it is probable that future
economic benefits in excess of the originally assessed standard of performance
of the existing asset will flow to the Group. Major renovations are
depreciated over the remaining useful life of the related asset.
An item of tangible and intangible assets is derecognized upon disposal or
when no future economic benefits are expected to arise from the continued use
of the asset. Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the difference between
the sales proceeds and the carrying amount of the asset and is recognized in
the statement of comprehensive income.
4.7 Cash and Cash equivalents
Cash and cash equivalents include cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Group's cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows.
4.8 Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are
classified as held-for-sale if it is highly probable that they will be
recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their
carrying amount and fair value less costs to sell. Any impairment loss on a
disposal group is allocated first to goodwill, and then to the remaining
assets and liabilities on a pro rata basis, except that no loss is allocated
to inventories, financial assets or investment property, which continue to be
measured in accordance with the Group's other accounting policies. Impairment
losses on initial classification as held-for-sale or held-for-distribution and
subsequent gains and losses on remeasurement are recognised in profit or loss.
4.9 Financial Instruments
4.9.1 Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when
they are originated. All other financial assets and financial liabilities are
initially recognised when the Group becomes a party to the contractual
provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant
financing component) or financial liability is initially measured at fair
value plus, for an item not at FVTPL, transaction costs that are directly
attributable to its acquisition or issue. A trade receivable without a
significant financing component is initially measured at the transaction
price.
4.9.2 Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at:
amortised cost; FVOCI - debt investment; FVOCI - equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition
unless the Group changes its business model for managing financial assets, in
which case all affected financial assets are reclassified on the first day of
the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to
hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal
amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following
conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is
achieved by both collecting contractual cash flows and selling financial
assets; and
- its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount
outstanding.
On initial recognition of an equity investment that is not held for trading,
the Group may irrevocably elect to present subsequent changes in the
investment's fair value in OCI. This election is made on an
investment-by-investment basis.
4. Significant accounting policies (continued)
4.9 Financial Instruments (continued)
4.9.2 Classification and subsequent measurement (continued)
Financial assets - Business model assessment:
The Group makes an assessment of the objective of the business model in which
a financial asset is held at a portfolio level because this best reflects the
way the business is managed and information is provided to management. The
information considered includes:
- the stated policies and objectives for the portfolio and
the operation of those policies in practice. These include whether
management's strategy focuses on earning contractual interest income,
maintaining a particular interest rate profile, matching the duration of the
financial assets to the duration of any related liabilities or expected cash
outflows or realising cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and
reported to the Group's management;
- the risks that affect the performance of the business
model (and the financial assets held within that business model) and how those
risks are managed;
- how managers of the business are compensated - e.g.
whether compensation is based on the fair value of the assets managed or the
contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior
periods, the reasons for such sales and expectations about future sales
activity.
Transfers of financial assets to third parties in transactions that do not
qualify for derecognition are not considered sales for this purpose,
consistent with the Group's continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose
performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely
payments of principal and interest:
For the purposes of this assessment, 'principal' is defined as the fair value
of the financial asset on initial recognition. 'Interest' is defined as
consideration for the time value of money and for the credit risk associated
with the principal amount outstanding during a particular period of time and
for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of
principal and interest, the Group considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a
contractual term that could change the timing or amount of contractual cash
flows such that it would not meet this condition. In making this assessment,
the Group considers:
- contingent events that would change the amount or timing
of cash flows;
- terms that may adjust the contractual coupon rate,
including variable-rate features;
- prepayment and extension features; and
- terms that limit the Group's claim to cash flows from
specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and
interest criterion if the prepayment amount substantially represents unpaid
amounts of principal and interest on the principal amount outstanding, which
may include reasonable additional compensation for early termination of the
contract. Additionally, for a financial asset acquired at a discount or
premium to its contractual par amount, a feature that permits or requires
prepayment at an amount that substantially represents the contractual par
amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as
consistent with this criterion if the fair value of the prepayment feature is
insignificant at initial recognition.
Financial assets - Subsequent measurement and gains and losses:
These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income, are recognised in profit or loss.
However for derivatives designated as hedging instruments.
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective
interest method. The amortised cost is reduced by impairment losses. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or
loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income
calculated using the effective interest method, foreign exchange gains and
losses and impairment are recognised in profit or loss. Other net gains and
losses are recognised in OCI. On derecognition, gains and losses accumulated
in OCI are reclassified to profit or loss.
Equity investments at
FVOCI
These assets are subsequently measured at fair value. Dividends are recognised
as income in profit or loss unless the dividend clearly represents a recovery
of part of the cost of the investment. Other net gains and losses are
recognised in OCI and are never reclassified to profit or loss.
4. Significant accounting policies (continued)
4.9 Financial Instruments (continued)
4.9.3 Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the
cash flows from the financial asset expire, or it transfers the rights to
receive the contractual cash flows in a transaction in which substantially all
of the risks and rewards of ownership of the financial asset are transferred
or in which the Group neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial
asset.
The Group enters into transactions whereby it transfers assets recognised in
its statement of financial position, but retains either all or substantially
all of the risks and rewards of the transferred assets. In these cases, the
transferred assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations
are discharged or cancelled, or expire. The Group also derecognises a
financial liability when its terms are modified and the cash flows of the
modified liability are substantially different, in which case a new financial
liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying
amount extinguished and the consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in profit or loss.
4.9.4 Offsetting
Financial assets and financial liabilities are offset and the net amount
presented in the statement of financial position when, and only when, the
Group currently has a legally enforceable right to set off the amounts and it
intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
4.9.5 Derivative financial instruments and hedge accounting
Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments to hedge its foreign currency
and interest rate risk exposures. Embedded derivatives are separated from the
host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial
recognition, derivatives are measured at fair value, and changes therein are
generally recognised in profit or loss.
The Group designates certain derivatives as hedging instruments to hedge the
variability in cash flows associated with highly probable forecast
transactions arising from changes in foreign exchange rates and interest rates
and certain derivatives and non-derivative financial liabilities as hedges of
foreign exchange risk on a net investment in a foreign operation.
At inception of designated hedging relationships, the Group documents the risk
management objective and strategy for undertaking the hedge. The Group also
documents the economic relationship between the hedged item and the hedging
instrument, including whether the changes in cash flows of the hedged item and
hedging instrument are expected to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the
effective portion of changes in the fair value of the derivative is recognised
in OCI and accumulated in the hedging reserve. The effective portion of
changes in the fair value of the derivative that is recognised in OCI is
limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion
of changes in the fair value of the derivative is recognised immediately in
profit or loss.
The Group designates only the change in fair value of the spot element of
forward exchange contracts as the hedging instrument in cash flow hedging
relationships. The change in fair value of the forward element of forward
exchange contracts ('forward points') is separately accounted for as a cost of
hedging and recognised in a costs of hedging reserve within equity.
When the hedged forecast transaction subsequently results in the recognition
of a non-financial item such as inventory, the amount accumulated in the
hedging reserve and the cost of hedging reserve is included directly in the
initial cost of the non-financial item when it is recognised.
For all other hedged forecast transactions, the amount accumulated in the
hedging reserve and the cost of hedging reserve is reclassified to profit or
loss in the same period or periods during which the hedged expected future
cash flows affect profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging
instrument is sold, expires, is terminated or is exercised, then hedge
accounting is discontinued prospectively. When hedge accounting for cash flow
hedges is discontinued, the amount that has been accumulated in the hedging
reserve remains in equity until, for a hedge of a transaction resulting in the
recognition of a non-financial item, it is included in the non-financial
item's cost on its initial recognition or, for other cash flow hedges, it is
reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
4. Significant accounting policies (continued)
4.9 Financial Instruments (continued)
4.9.5 Derivative financial instruments and hedge accounting (continued)
If the hedged future cash flows are no longer expected to occur, then the
amounts that have been accumulated in the hedging reserve and the cost of
hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is
designated as the hedging instrument in a hedge of a net investment in a
foreign operation, the effective portion of, for a derivative, changes in the
fair value of the hedging instrument or, for a non-derivative, foreign
exchange gains and losses is recognised in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in
the fair value of the derivative or foreign exchange gains and losses on the
non-derivative is recognised immediately in profit or loss. The amount
recognised in OCI is reclassified to profit or loss as a reclassification
adjustment on disposal of the foreign operation.
4.10 Leases
At inception of a contract, the Company assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Company assesses whether:
the contract involves the use of an identified asset this may be specified
explicitly or implicitly, and should be physically distinct or represent
substantially all of the capacity of a physically distinct asset. If the
supplier has a substantive substitution right, then the asset is not
identified;
the Company has the right to obtain substantially all of the economic
benefits from use of the asset throughout the period of use; and
the Company has the right to direct the use of the asset. The Company has
this right when it has the decision making rights that are most relevant to
changing how and for what purpose the asset is used. In rare cases where the
decision about how and for what purpose the asset is used is predetermined,
the Company has the right to direct the use of the asset if either:
the Company has the right to operate the asset; or
the Company designed the asset in a way that predetermines how and for
what purpose it will be used.
At inception or on reassessment of a contract that contains a lease component,
the Company allocates the consideration in the contract to each lease
component on the basis of their relative stand alone prices. However, for the
leases of land and buildings in which it is a lessee, the Company has elected
not to separate non lease components and account for the lease and non lease
components as a single lease component.
The Company as lessor
When the Company acts as a lessor, it determines at lease inception whether
each lease is a finance lease or an operating lease.
To classify each lease, the Company makes an overall assessment of whether the
lease transfers substantially all of the risks and rewards incidental to
ownership of the underlying asset. If this is the case, then the lease is a
finance lease; if not, then it is an operating lease. As part of this
assessment, the Company considers certain indicators such as whether the lease
is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in
the head lease and the sub lease separately. It assesses the lease
classification of a sub lease with reference to the right of use asset arising
from the head lease, not with reference to the underlying asset. If a head
lease is a short term lease to which the Company applies the exemption
described above, then it classifies the sub lease as an operating lease.
If an arrangement contains lease and non lease components, the Company applies
IFRS 15 to allocate the consideration in the contract.
The Company recognises lease payments received under operating leases as
income on a straight line basis over the lease term as part of 'other income'.
The accounting policies applicable to the Company as a lessor in the
comparative period were not different from IFRS 16. However, when the Company
was an intermediate lessor the sub leases were classified with reference to
the underlying asset.
The Company as lessee
The Company recognises a right of use asset and a lease liability at the lease
commencement date. The right of use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
4. Significant accounting policies (continued)
4.10 Leases (continued)
The Company as lessee (continued)
The right of use asset is subsequently depreciated using the straight line
method from the commencement date to the earlier of the end of the useful life
of the right of use asset or the end of the lease term. The estimated useful
lives of the right of use assets are determined on the same basis as those of
property and equipment. In addition, the right of use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the
following:
fixed payments, including in substance fixed payments;
variable lease payments that depend on an index or a rate, initially
measured using the index or rate as at the commencementdate;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Company is reasonably
certain to exercise, lease payments in an optional renewal period if the
Company is reasonably certain to exercise an extension option, and penalties
for early termination of a lease unless the Company is reasonably certain not
to terminate early.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the
Company's estimate of the amount expected to be payable under a residual value
guarantee, or if the Company changes its assessment of whether it will
exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right of use asset, or is recorded in
profit or loss if the carrying amount of the right of use asset has been
reduced to zero.
The Company presents its right of use assets that do not meet the definition
of investment property in 'Property, plant and equipment' in the statement of
financial position.
The lease liabilities are presented in 'loans and borrowings'in the statement
of financial position.
Short term leases and leases of low value assets
The Company has elected not to recognise the right of use assets and lease
liabilities for short term leases that have a lease term of 12 months or less
and leases of low value assets (i.e. IT equipment, office equipment etc.). The
Company recognises the lease payments associated with these leases as an
expense on a straight line basis over the lease term.
4.11 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is
recognized in profit or loss over the period of the borrowings, using the
effective interest method, unless they are directly attributable to the
acquisition, construction or production of a qualifying asset, in which case
they are capitalized as part of the cost of that asset.
Fees paid on the establishment of loan facilities are recognized as
transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred
until the draw-down occurs. To the extend there is no evidence that it is
probable that some or all of the facility will be drawn down, the fee is
capitalized as a prepayment and amortised over the period of the facility to
which it relates.
Borrowing costs are interest and other costs that the Group incurs in
connection with the borrowing of funds, including interest on borrowings,
amortization of discounts or premium relating to borrowings, amortization of
ancillary costs incurred in connection with the arrangement of borrowings,
finance lease charges and exchange differences arising from foreign currency
borrowings to the extent that they are regarded as an adjustment to interest
costs.
Borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying asset, being an asset that
necessarily takes a substantial period of time to get ready for its intended
use or sale, are capitalised as part of the cost of that asset, when it is
probable that they will result in future economic benefits to the Group and
the costs can be measured reliably.
Borrowings are classified as current liabilities, unless the Group has an
unconditional right to defer settlement of the liability for at least twelve
months after the reporting date.
4. Significant accounting policies (continued)
4.12 Tenant security deposits
Tenant security deposits represent financial advances made by lessees as
guarantees during the lease and are repayable by the Group upon termination of
the contracts. Tenant security deposits are recognized at nominal value.
4.13 Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of
its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Where it is not
possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the
asset belongs. Where a reasonable and consistent basis of allocation can be
identified, corporate assets are also allocated to individual cash-generating
units, or otherwise they are allocated to the smallest group of
cash-generating units for which a reasonable and consistent allocation basis
can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment loss annually, and whenever there
is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre‑tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset.
If the recoverable amount of an asset (or cash‑generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset
(cash‑generating unit) is reduced to its recoverable amount. An impairment
loss is recognized immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (cash‑generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognized for the asset (cash‑generating unit) in prior years. A
reversal of an impairment loss is recognized immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
4.14 Share Capital
Ordinary shares are classified as equity.
4.15 Share premium
The difference between the fair value of the consideration received by the
shareholders and the nominal value of the share capital being issued is taken
to the share premium account.
4.16 Share-based compensation
The Group had in the past and intends in the future to operate a number of
equity-settled, share-based compensation plans, under which the Group receives
services from Directors and/or employees as consideration for equity
instruments (options) of the Group. The fair value of the Director and
employee cost related to services received in exchange for the grant of the
options is recognized as an expense. The total amount to be expensed is
determined by reference to the fair value of the options granted, excluding
the impact of any non-market service and performance vesting conditions. The
total amount expensed is recognized over the vesting period, which is the
period over which all of the specified vesting conditions are to be satisfied.
At each financial position date, the Group revises its estimates on the number
of options that are expected to vest based on the non-marketing vesting
conditions. It recognizes the impact of the revision to original estimates, if
any, in the statement of comprehensive income, with a corresponding adjustment
to equity. The proceeds received net of any directly attributable transaction
costs are credited to share capital and share premium when the options are
exercised.
4.17 Provisions
Provisions are recognized when the Group has a present obligation (legal, tax
or constructive) as a result of a past event, it is probable that the Group
will be required to settle the obligation and a reliable estimate can be made
of the amount of the obligation. As at the reporting date the Group has
settled all its construction liabilities.
The amount recognized as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
When a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash
flows (where the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are
expected to be recovered from a third party, a receivable is recognized as an
asset if it is virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
4. Significant accounting policies (continued)
4.18 Non‑current liabilities
Non‑current liabilities represent amounts that are due in more than twelve
months from the reporting date.
4.19 Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable. Revenue is reduced for estimated customer returns, rebates and
other similar allowances. It is recognized to the extent that it is probable
that the economic benefits associated with the transaction will flow to the
Group and the revenue can be measured reliably. Revenue earned by the Group is
recognized on the following bases:
4.20.1 Income from investing activities
Income from investing activities includes profit received from disposal of
investments in the Company's subsidiaries and associates and income accrued on
advances for investments outstanding as at the year end.
4.20.2 Dividend income
Dividend income from investments is recognized when the shareholders' right to
receive payment has been established (provided that it is probable that the
economic benefits will flow to the Group and the amount of income can be
measured reliably).
4.20.3 Interest income
Interest income is recognized on a time-proportion (accrual) basis, using the
effective interest rate method.
4.20.4 Rental income
Rental income arising from operating leases on investment property is
recognized on an accrual basis in accordance with the substance of the
relevant agreements.
4.20 Service charges and expenses recoverable from tenants
Income arising from expenses recharged to tenants is recognized on an accrual
basis.
4.21 Other property expenses
Irrecoverable running costs directly attributable to specific properties
within the Group's portfolio are charged to the statement of comprehensive
income. Costs incurred in the improvement of the assets which, in the opinion
of the directors, are not of a capital nature are written off to the statement
of comprehensive income as incurred.
4.22 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings
pending their expenditure on qualifying assets is deducted from the borrowing
costs eligible for capitalization.
All other borrowing costs are recognized in the statement of comprehensive
income in the period in which they are incurred as interest costs which are
calculated using the effective interest rate method, net result from
transactions with securities, foreign exchange gains and losses, and bank
charges and commission.
4.23 Asset Acquisition Related Transaction Expenses
Expenses incurred by the Group for acquiring a subsidiary or associate company
as part of an Investment Property and are directly attributable to such
acquisition are recognized within the cost of the Investment Property and are
subsequently accounted as per the Group's accounting Policy for Investment
Property subsequent measurement.
4. Significant accounting policies (continued)
4.24 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
4.24.1 Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the consolidated statement of
comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
4.24.2 Deferred tax
Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Currently enacted tax rates are
used in the determination of deferred tax.
Deferred tax assets are recognized to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilized.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when the deferred taxes relate to the same fiscal authority.
4.24.3 Current and deferred tax for the year
Current and deferred tax are recognized in the statement of comprehensive
income, except when they relate to items that are recognized in other
comprehensive income or directly in equity, in which case, the current and
deferred tax are also recognized in other comprehensive income or directly in
equity respectively. Where current tax or deferred tax arises from the initial
accounting for a business combination, the tax effect is included in the
accounting for the business combination.
The operational subsidiaries of the Group are incorporated in Ukraine and
Romania, while the Parent and some holding companies are incorporated in
Cyprus. The Group's management and control is exercised in Cyprus.
The Group's Management does not intend to dispose of any asset, unless a
significant opportunity arises. In the event that a decision is taken in the
future to dispose of any asset it is the Group's intention to dispose of
shares in subsidiaries rather than assets. The corporate income tax exposure
on disposal of subsidiaries is mitigated by the fact that the sale would
represent a disposal of the securities by a non‑resident shareholder and
therefore would be exempt from tax. The Group is therefore in a position to
control the reversal of any temporary differences and as such, no deferred tax
liability has been provided for in the financial statements.
4.24.4 Withholding Tax
The Group follows the applicable legislation as defined in all double taxation
treaties (DTA) between Cyprus and any of the countries of Operations (Romania,
Ukraine,). In the case of Romania, as the latter is part of the European
Union, through the relevant directives the withholding tax is reduced to NIL
subject to various conditions.
4.24.5 Dividend distribution
Dividend distribution to the Company's shareholders is recognized as a
liability in the Group's financial statements in the period in which the
dividends are approved by the Company's shareholders.
4.25 Value added tax
VAT levied at various jurisdictions were the Group is active, was at the
following rates, as at the end of the reporting period:
· 20% on Ukrainian domestic sales and imports of goods, works and
services and 0% on export of goods and provision of works or services to be
used outside Ukraine.
· 19% on Cyprus domestic sales and imports of goods, works and
services and 0% on export of goods and provision of works or services to be
used outside Cyprus.
· 19% on Romanian domestic sales and imports of goods, works and
services (decreased from 20% from 1 January 2017) and 0% on export of goods
and provision of works or services to be used outside Romania.
4. Significant accounting policies (continued)
4.26 Operating segments analysis
Segment reporting is presented on the basis of Management's perspective and
relates to the parts of the Group that are defined as operating segments.
Operating segments are identified on the basis of their economic nature and
through internal reports provided to the Group's Management who oversee
operations and make decisions on allocating resources serve. These internal
reports are prepared to a great extent on the same basis as these consolidated
financial statements.
For the reporting period the Group has identified the following material
reportable segments, where the Group is active in acquiring, holding, managing
and disposing:
Commercial-Industrial Residential Land Assets
· Warehouse segment · Residential segment · Land assets - the Group owns a number of land assets which are
either available for sale or for potential development
· Office segment
· Retail segment
The Group also monitors investment property assets on a Geographical
Segmentation, namely the country where its property is located.
4.27 Earnings and Net Assets value per share
The Group presents basic and diluted earnings per share (EPS) and net asset
value per share (NAV) for its ordinary shares.
Basic EPS amounts are calculated by dividing net profit/loss for the year,
attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the year. Basic NAV amounts are
calculated by dividing net asset value as at year end, attributable to
ordinary equity holders of the Company by the number of ordinary shares
outstanding at the end of the year.
Diluted EPS is calculated by dividing net profit/loss for the year,
attributable to ordinary equity holders of the parent, by the weighted average
number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on conversion of all
the potentially dilutive ordinary shares into ordinary shares.
Diluted NAV is calculated by dividing net asset value as at year end,
attributable to ordinary equity holders of the parent with the number of
ordinary shares outstanding at year end plus the number of ordinary shares
that would be issued on conversion of all the potentially dilutive ordinary
shares into ordinary shares.
4.28 Comparative Period
Where necessary, comparative figures have been adjusted to conform to changes
in presentation in the current year.
5. New accounting pronouncement
Standards issued but not yet effective
Up to the date of approval of the financial statements, certain new standards,
interpretations and amendments to existing standards have been published that
are not yet effective for the current reporting period and which the Company
has not early adopted, as follows:
New standards
· IFRS 17 ''Insurance Contracts'' (effective for
annual periods beginning on or after 1 January 2024).
Amendments
· Amendments to IAS 1 Presentation of Financial
Statements: Classification of Liabilities as Current or Non‑current (issued
on 23 January 2020 and 15 July 2020 respectively) (effective for annual
periods beginning on or after 1 January 2024).
· Amendments to IAS 8 Accounting Policies: Non-
current Liabilites with Covenants (effective for annual periods beginning on
or after 1 January 2024)
· The above are expected to have no significant
impact on the Company's financial statements when they become effective.
6. Critical accounting estimates and judgments
The preparation of financial statements in conformity with IFRSs requires the
use of certain critical accounting estimates and requires Management to
exercise its judgment in the process of applying the Group's accounting
policies. It also requires the use of assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. These estimates are
based on Management's best knowledge of current events and actions and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances. Actual results though may ultimately
differ from those estimates.
As the Group makes estimates and assumptions concerning the future, the
resulting accounting estimates will, by definition, seldom equal the related
actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below:
· Provision for impairment of receivables
The Group reviews its trade and other receivables for evidence of their
recoverability. Such evidence includes the counter party's payment record, and
overall financial position, as well as the state's ability to pay its dues
(VAT receivable). If indications of non-recoverability exist, the recoverable
amount is estimated and a respective provision for impairment of receivables
is made. The amount of the provision is charged through profit or loss. The
review of credit risk is continuous and the methodology and assumptions used
for estimating the provision are reviewed regularly and adjusted accordingly.
As at the reporting date Management did not consider necessary to make a
provision for impairment of receivables.
· Fair value of financial assets
The fair value of financial instruments that are not traded in an active
market is determined by using valuation techniques. The Company uses its
judgment to select a variety of methods and make assumptions that are mainly
based on market conditions existing at each reporting date. The fair value of
the financial assets at fair value through other comprehensive income has been
estimated based on the fair value of these individual assets.
· Fair value of investment property
The fair value of investment property is determined by using various valuation
techniques. The Group selects accredited professional valuers with local
presence to perform such valuations. Such valuers use their judgment to select
a variety of methods and make assumptions that are mainly based on market
conditions existing at each financial reporting date. The fair value has been
estimated as at 31 December 2022 (Note 19.2).
· Income taxes
Significant judgment is required in determining the provision for income
taxes. There are transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Group
recognizes liabilities for anticipated tax audit issues based on estimates of
whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded, such
differences will impact the income tax and deferred tax provisions in the
period in which such determination is made.
· Impairment of tangible assets
Assets that are subject to depreciation are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognized for the amount by which the
asset's carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating
units).
· Provision for deferred taxes
Deferred tax is not provided in respect of the revaluation of the investment
property and investment property under development as the Group is able to
control the timing of the reversal of this temporary difference and the
Management has intention not to reverse the temporary difference in the
foreseeable future. The properties are held by subsidiary companies in
Ukraine, Greece and Romania. Management estimates that the assets will be
realized through a share deal rather than through an asset deal. Should any
subsidiary be disposed of, the gains generated from the disposal will be
exempt from any tax.
· Application of IFRS 10
The Group has considered the application of IFRS 10 and concluded that the
Company is not an Investment Entity as defined by IFRS 10 and it should
continue to consolidate all of its investments, as in 2016. The reasons for
such conclusion are among others that the Company continues:
a) not to be an Investment Management Service provider to Investors,
b) to actively manages its own portfolio (leasing, development, allocation
of capital expenditure for its properties, marketing etc.) in order to provide
benefits other than capital appreciation and/or investment income,
c) to have investments that are not bound by time in relation to the exit
strategy nor to the way that are being exploited,
d) to provide asset management services to its subsidiaries, as well as
loans and guarantees (directly or indirectly),
e) even though is using Fair Value metrics in evaluating its investments,
this is being done primarily for presentation purposes rather that evaluating
income generating capability and making investment decisions. The latter is
being based on metrics like IRR, ROE and others.
7. Risk Management
7.1 Financial risk factors
The Group is exposed to operating country risk, real estate property holding
and development associated risks, property market price risk, interest rate
risk, credit risk, liquidity risk, currency risk, other market price risk,
operational risk, compliance risk, litigation risk, reputation risk, capital
risk and other risks, arising from the financial instruments it holds. The
risk management policies employed by the Group to manage these risks are
discussed below.
7.1.1 Operating Country Risks
The Group is exposed to risks stemming from the political and economic
environment of countries in which it operates. Notably:
7.1.1.1 Ukraine
The risk associated with Company's interests in Ukraine has increased
dramatically with the invasion of the country by Russia in February 2022.
Currently, the political and economic risks associated with Company's
activities in the region do not really allow for any relevant assessment for
the future.
The fall in Ukraine's GDP by the end of 2022 is estimated at the level of
30.4% (±2%), which is a better indicator than predicted by previous
forecasts. In 2022, the Ukrainian hryvnia significantly depreciated against
major foreign currencies. As at 31 December 2022, the official exchange rate
of the National Bank of Ukraine to the US dollar was 36.5686 hryvnias, and to
the euro was 38.951 hryvnias (as at 31 December 2021: 27.2782 and 30.9226,
respectively). The war also affected the assessment of Ukraine's solvency by
international rating agencies. In 2022 Standard & Poor's credit rating for
Ukraine stood at CCC+ with stable outlook. Moody's credit rating for Ukraine
was last set at Caa3 with negative outlook (increased in February 2023 up to
Ca with stable outlook). Fitch's credit rating for Ukraine was last reported
at CC.
The Company owns land plots in Ukraine, either in Kiev or close to the
capital, reported at time of publishing still under Ukrainian control. The
plots do not generate income and therefore the cash flow of the Group is not
affected by the invasion.
The Management, given the associated uncertainty, decided to value Ukrainian
assets lower than the current values as provided by the third-party valuers
(CBRE Ukraine). As a result, the Ukrainian assets contribute €1,92 million
in Group's assets, as compared to €3,11 million provided by the valuers and
€3,6 million in 2021 accounts.
Moreover, the war, as well as the preceded tensions during the previous
period, affect also the land leaseholds that the Company has in the country.
In particular, as of November 2021, the Group had submitted properly the
official request to the City of Kiev to extend the lease of Tsymlyanskiy
Residence property for another 5 years, since the Group has first extension
rights over any other interested party. The first step in the process whereby
the presiding committee of the municipality, before the final approval by the
City Council, did not place as many other cases had accumulated which had time
priority over Group's case. During the period between December 15th 2021 and
January 20th of 2022, the committee did not convene at all as is usual during
holiday and vacation times. Once the holiday season was over, the main focus
of the committee and the City Council unfortunately were on issues not related
to property lease extensions, but rather more pressing matters for the
interests and operational stability of the City of Kiev. From there on, all
decisions have been put on hold due to the Russian insurgence of Ukraine. The
Management remains confident that the Group will be awarded the lease
extension once the war status permits. However, as a result of such
development, commencing from H1 2022 the asset does not contribute value to
Group's assets. The Management will monitor developments in the country and
change policy as appropriate.
The Company will revert to inform investors upon having a clearer view on the
developments associated with the conflict and its consequences on real estate
assets.
7.1.1.2 Romania
Romanian economy grew significantly by 4,8% in 2022 driven by strong private
consumption and robust investment despite the ongoing war in neighboring
Ukraine and the high inflation rate from the increased energy prices which
prevailed throughout the period. Economic prospects are reported moderate on
the back of the continuing conflict in the region and the high interest rates.
At the same time, estimates for the fiscal and current account deficits remain
elevated as a result of the social and economic measures adopted by the
Government for the support of low income citizens, weakening the macroeconomic
indicators and therefore increasing the associated risk.
7. Risk Management (continued)
7.1 Financial risk factors (continued)
7.1.2 Risks associated with property holding and development associated risks
Several factors may affect the economic performance and value of the Group's
properties, including:
· risks associated with construction activity at the properties,
including delays, the imposition of liens and defects in workmanship;
· the ability to collect rent from tenants on a timely basis or at
all, taking also into account currency rapid devaluation risk;
· the amount of rent and the terms on which lease renewals and new
leases are agreed being less favorable than current leases;
· cyclical fluctuations in the property market generally;
· local conditions such as an oversupply of similar properties or a
reduction in demand for the properties;
· the attractiveness of the property to tenants or residential
purchasers;
· decreases in capital valuations of property;
· changes in availability and costs of financing, which may affect
the sale or refinancing of properties;
· covenants, conditions, restrictions and easements relating to the
properties;
· changes in governmental legislation and regulations, including
but not limited to designated use, allocation, environmental usage, taxation
and insurance;
· the risk of bad or unmarketable title due to failure to register
or perfect our interests or the existence of prior claims, encumbrances or
charges of which we may be unaware at the time of purchase;
· the possibility of occupants in the properties, whether squatters
or those with legitimate claims to take possession;
· the ability to pay for adequate maintenance, insurance and other
operating costs, including taxes, which could increase over time; and
· political uncertainty, acts of terrorism and acts of nature, such
as earthquakes and floods that may damage the properties.
7.1.3 Property Market price risk
Market price risk is the risk that the value of the Group's portfolio
investments will fluctuate as a result of changes in market prices. The
Group's assets are susceptible to market price risk arising from uncertainties
about future prices of the investments. The Group's market price risk is
managed through diversification of the investment portfolio, continuous
elaboration of the market conditions and active asset management. To quantify
the value of its assets and/or indicate the possibility of impairment losses,
the Group commissioned internationally acclaimed valuers.
7.1.4 Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates.
The Group's income and operating cash flows are substantially independent of
changes in market interest rates as the Group has no significant
interest‑bearing assets apart from its cash balances that are mainly kept
for liquidity purposes.
The Group is exposed to interest rate risk in relation to its borrowings.
Borrowings issued at variable rates expose the Group to cash flow interest
rate risk. Borrowings issued at fixed rates expose the Group to fair value
interest rate risk. All of the Group's borrowings are issued at a variable
interest rate. Management monitors the interest rate fluctuations on a
continuous basis and acts accordingly.
7.1.5 Credit risk
Credit risk arises when a failure by counter parties to discharge their
obligations could reduce the amount of future cash inflows from financial
assets at hand at the end of the reporting period. Cash balances are held with
high credit quality financial institutions and the Group has policies to limit
the amount of credit exposure to any financial institution.
7.1.6 Currency risk
Currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates.
Currency risk arises when future commercial transactions and recognized assets
and liabilities are denominated in a currency that is not the Group's
functional currency. Excluding the transactions in Ukraine, all of the Group's
transactions, including the rental proceeds are denominated or pegged to EUR.
In Ukraine, even though there is no recurring income stream, the fluctuations
of UAH against EUR entails significant FX risk for the Group in terms of its
local assets valuation. Management monitors the exchange rate fluctuations on
a continuous basis and acts accordingly, although there are no available
financial tools for hedging the exposure on UAH. It should be noted though
that the current war in Ukraine causing economic and political problems, as
well as any probable currency devaluation may affect Group's financial
position.
7. Risk Management (continued)
7.1 Financial risk factors (continued)
7.1.7 Capital risk management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximizing the return to shareholders through the
optimization of the debt and equity balance. The Group's core strategy is
described in Note 42.1 of the consolidated financial statements.
7.1.8 Compliance risk
Compliance risk is the risk of financial loss, including fines and other
penalties, which arises from non‑compliance with laws and regulations of
each country the Group is present, as well as from the stock exchange where
the Company is listed. Although the Group is trying to limit such risk, the
uncertain environment in which it operates in various countries increases the
complexities handled by Management.
7.1.9 Litigation risk
Litigation risk is the risk of financial loss, interruption of the Group's
operations or any other undesirable situation that arises from the possibility
of non‑execution or violation of legal contracts and consequentially of
lawsuits. The risk is restricted through the contracts used by the Group to
execute its operations.
7.1.10 Insolvency risk
Insolvency arises from situations where a company may not meet its financial
obligations towards a lender as debts become due. Addressing and resolving any
insolvency issues is usually a slow moving process in the Region. Management
is closely involved in discussions with creditors when/if such cases arise in
any subsidiary of the Group aiming to effect alternate repayment plans
including debt repayment so as to minimize the effects of such situations on
the Group's asset base.
7.2. Operational risk
Operational risk is the risk that derives from the deficiencies relating to
the Group's information technology and control systems, as well as the risk of
human error and natural disasters. The Group's systems are evaluated,
maintained and upgraded continuously.
7.3. Fair value estimation
The fair values of the Group's financial assets and liabilities approximate
their carrying amounts at the end of the reporting period.
8. Investment in subsidiaries
The Company has direct and indirect holdings in other companies, collectively
called the Group, that were included in the consolidated financial statements,
and are detailed below.
Holding %
Name Country of incorporation Related Asset as at as at
31 Dec 2022 31 Dec 2021
SC Secure Capital Limited Cyprus 100 100
LLC Aisi Ukraine Ukraine Kiyanovskiy Residence 100 100
LLC Trade Center Ukraine 100 100
LLC Almaz‑Pres‑Ukraine Ukraine Tsymlyanskiy Residence* 55 55
LLC Retail Development Balabino** Ukraine 100 100
LLC Interterminal** Ukraine 100 100
LLC Aisi Ilvo Ukraine 100 100
Myrnes Innovations Park Limited Cyprus Innovations Logistics Park 100 100
Best Day Real Estate Srl Romania 100 100
Yamano Holdings Limited Cyprus EOS Business Park 100 100
N-E Real Estate Park First Phase Srl Romania - 100
Zirimon Properties Limited Cyprus Delea Nuova (Delenco) 100 100
Bluehouse Accession Project IX Limited Cyprus 100 100
Bluehouse Accession Project IV Limited ** Cyprus 100 100
BlueBigBox 3 Srl Romania - 100
SPDI Real Estate Srl Romania Kindergarten - 50
SEC South East Continent Unique Real Estate Investments II Limited Cyprus 100 100
SEC South East Continent Unique Real Estate (Secured) Investments Limited Cyprus 100 100
Diforio Holdings Limited ** Cyprus Residential and Land portfolio 100 100
Demetiva Holdings Limited ** Cyprus 100 100
Ketiza Holdings Limited Cyprus 90 90
Frizomo Holdings Limited Cyprus 100 100
SecMon Real Estate Srl Romania 100 100
Ketiza Real Estate Srl Romania 90 90
Edetrio Holdings Limited Cyprus 100 100
Emakei Holdings Limited Cyprus 100 100
RAM Real Estate Management Limited Cyprus 50 50
Iuliu Maniu Limited Cyprus 45 45
Moselin Investments Srl Romania 45 45
Rimasol Enterprises Limited Cyprus - 70,56
Rimasol Real Estate Srl Romania - 70,56
Ashor Ventures Limited Cyprus - 44,24
Ashor Development Srl Romania - 44,24
Jenby Ventures Limited** Cyprus 44,30 44,30
Jenby Investments Srl Romania - 44,30
Ebenem Limited** Cyprus 44,30 44,30
Ebenem Investments Srl Romania - 44,30
Sertland Properties Limited Cyprus 100 100
Mofben Investments Limited** Cyprus 100 100
SPDI Management Srl Romania 100 100
* As of November 2021, the Group had submitted properly the official request
to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for
another 5 years, since the Group has first extension rights over any other
interested party. The first step in the process whereby the presiding
committee of the municipality, before the final approval by the City Council,
did not place as too many other cases had accumulated which had time priority
over Group's case. During the period between December 15th 2021 and January
20th of 2022, the committee did not convene at all as is usual during holiday
and vacation times. Once the holiday season was over, the main focus of the
committee and the City Council unfortunately were on issues not related to
property lease extensions, but rather more pressing matters for the interests
and operational stability of the City of Kiev. From there on, all decisions
have been put on hold due to the Russian insurgence of Ukraine. The Management
remains confident that the Company will be awarded the lease extension once
the war status permits.
8. Investment in subsidiaries (continued)
** During 2020 the Company initiated the process of striking off six holding
subsidiaries in Cyprus, which became idle following recent disposals of local
asset owning companies and properties. The companies to be struck off are:
Bluehouse Accession Project IV Limited, Demetiva Holdings Limited, Diforio
Holdings Limited, Jenby Ventures Limited, Ebenem Limited and Mofben
Investments Limited. Relevant official clearance from local Trade Registry and
Tax Authorities is expected in the following period. During 2022 the Group has
also initiated strike off process for two additional Ukrainian entities, LLC
Retail Development Balabino and LLC Interterminal.
As part of Stage 2 of the transaction with Arcona, during the first half of
2022 the Group proceeded with closing the disposal of N-E Real Estate Park
First Phase Srl, the entity which owns the EOS asset, in exchange of 116.688
new ordinary shares in Arcona and 28.125 warrants over shares in Arcona.
During 2021 the Group proceeded with the disposal of Victini Holdings Limited
in Cyprus which was idle after the disposal in 2019 of its subsidiary that
used to hold the warehouse asset in Greece.
Additionally during 2021 the Group acquired an additional 26,32% stake in
Rimasol Enterprises Limited, which through Rimasol Real Estate Srl owns Plot R
in GreenLake, part of the Second Phase of the overall GreenLake project. With
this acquisition the total stake of the Group in this particular plot
increased to 70,56%.
During 2023 BlueBigBox 3 Srl, the SPV which used to hold Praktiker Craiova
property that was sold back in 2018, was entered into an insolvency process
initiated by a vendor (Note 43.b). The case is associated with the Bluehouse
litigation case (Note 40.3) and Management monitors developments closely. The
entering into such process effectively means loss of control and therefore
Management decided to exclude the SPV from the current accounts. The SPV
currently holds no asset.
In an effort to accelerate monetization of assets that were to be part of
Stage 3 of the transaction with Arcona, and since the discussions with Arcona
took much longer than expected and negotiations on their valuation did not
conclude, the Company managed to monetize remaining GreenLake assets in the
broader market. As such, the Kindergarten and the remaining Green Lake land
were sold during 2022 at values higher than those offered by Arcona.
9. Discontinued operations
9.(a) Description
The Company announced on 18 December 2018 that it has entered into a
conditional implementation agreement for the sale of its property portfolio,
excluding its Greek logistics properties ('the Non-Greek Portfolio'), in an
all-share transaction to Arcona Property Fund N.V. The transaction is subject
to, among other things, asset and tax due diligence (including third party
asset valuations) and regulatory approvals (including the approval of a
prospectus required in connection with the issuance and admission to listing
of the new Arcona Property Fund N.V. shares), as well as successful
negotiating and signature of transaction documents. During 2019 and as part of
the Arcona transaction the Company sold the Boyana Residence asset in
Bulgaria, as well as the Bela and Balabino land plots in Ukraine, while in
March and June 2021 has signed SPAs related to Stage 2 of the transaction,
namely for the EOS and Delenco assets in Romania, as well as the Kiyanovskiy
and Rozny assets in Ukraine. In March and June 2022, the Company sold
effectively to Arcona the Delenco and EOS assets. Regarding the Ukrainian
assets, further discussions for closing have been put on hold due to the
existing circumstances in the country.
The companies that are classified under discontinued operations are the
followings:
• Cyprus: Ashor Ventures Limited, Edetrio Holdings
Limited, Rimasol Enterprises Limited, Emakei Holdings Limited, Iuliu Maniu
Limited, Ram Real Estate Management Limited, Frizomo Holdings Limited, Ketiza
Holdings Limited and Victini Holdings Limited
• Romania: Ashor Development Srl, Ebenem
Investments Srl, Jenby Investments Srl, Rimasol Real Estate Srl, Moselin
Investments Srl, Best Day Real Estate Srl, N-E Real Estate Park First Phase
Srl, Ketiza Real Estate Srl, SPDI Real Estate Srl and Secmon SRL
• Ukraine: LLC Aisi Ukraine, LLC
Almaz‑Pres‑Ukraine, LLC Trade Center, LLC Retail Development Balabino
As a result, the Company has reclassified all assets and liabilities related
to these properties as held for sale according to IFRS 5 (Note 4.3 & 4.8).
9. Discontinued operations (continued)
9.(b) Results of discontinued operations
For the year ended 31 December 2022
Note 2022 2021
€ €
Income 10 505.785 939.720
Asset operating expenses 11 (446.380) (763.024)
Net Operating Income 59.405 176.696
Administration expenses 12 (242.157) (289.086)
Share of profits/(losses) from associates 21 335.533 344.746
Valuation gains/(losses) from Investment Property 13 (1.245.230) (754.979)
Net gain/(loss) on disposal of investment property 14.1 (825.392) 653.567
Loss on Disposal of subsidiaries 20.2 (4.871.809) -
Other operating income/(expenses), net 15 (2.721.353) (12.510)
Operating profit / (loss) (9.511.003) 118.434
Dividends income 20 - 175.500
Finance income 16 7.982 9.366
Finance costs 16 (660.969) (863.480)
Profit/(Loss) before tax and foreign exchange differences (10.163.990) (560.180)
Foreign exchange (loss), net 17a (165.165) (253.666)
Profit/(Loss) before tax (10.329.155) (813.846)
Income tax expense 18 (74.340) (67.328)
Profit/(Loss) for the year (10.403.495) (881.174)
Loss attributable to:
Owners of the parent (8.416.599) (659.215)
Non-controlling interests (1.986.896) (221.959)
(10.403.495) (881.174)
9.(c) Cash flows from(used in) discontinued operation
31 Dec 2022 31 Dec 2021
€ €
Net cash flows provided in operating activities 5.569.628 (712.598)
Net cash flows from / (used in) financing activities (939.540) 3.280.967
Net cash flows from / (used in) investing activities 1.754.358 (2.275.600)
Net increase/(decrease) from discontinued operations 6.384.446 292.769
9.(d) Assets and liabilities of disposal group classified as held for sale
The following assets and liabilities were reclassified as held for sale in
relation to the discontinued operation as at 31 December 2022:
Note 31 Dec 2022 31 Dec 2021
€ €
Assets classified as held for sale
Investment properties 19.4a 11.631.996 31.554.991
Tangible and intangible assets 23 20 11.988
Long-term receivables and prepayments 24 315.000 333.263
Investments in associates 21 335.534 5.476.576
Prepayments and other current assets 25 1.267.713 1.240.028
Cash and cash equivalents 27 284.828 394.670
Total assets of group held for sale 13.835.091 39.011.516
Liabilities directly related with assets classified as held for sale
Borrowings 31 4.021.192 8.022.899
Finance lease liabilities 36 6.225.930 6.515.847
Trade and other payables 33 431.307 997.392
Taxation 35 184.227 243.310
Deposits from tenants 34 23.002 64.231
Total liabilities of group held for sale 10.885.658 15.843.679
10. Income
Income from continued operations for the year ended 31 December 2022
represents:
a) rental income, as well as service charges and utilities income
collected from tenants as a result of the rental agreements concluded with
tenants of Innovations Logistics Park (Romania). It is noted that part of the
rental and service charges/ utilities income related to Innovations Logistics
Park (Romania) is currently invoiced by the Company as part of a relevant
lease agreement with the Innovations SPV and the lender, however the asset,
through the SPV, is planned to be transferred as part of the transaction with
Arcona Property Fund N.V. Upon a final agreement for such transfer, the
Company will negotiate with the lender its release from the aforementioned
lease agreement, and if succeeds, upon completion such income will be also
transferred.
b) Asset and property managent income in 2021 is related to one off
services to a third party, while in 2022 represent services in relation to the
management of properties sold to Arcona .
Continued operations 31 Dec 2022 31 Dec 2021
€ €
Rental income 763.242 633.427
Service charges and utilities income 276.996 232.870
Asset & property management income 103.514 180.840
Total income 1.143.752 1.047.137
Income from discontinued operations for the year ended 31 December 2022
represents:
a) rental income, as well as service charges and utilities income
collected from tenants as a result of the rental agreements concluded with
tenants of Innovations Logistics Park (Romania), Kindergarten (Romania), and
EOS Business Park (Romania). Decrease in 2022 is due to the sale of EOS and
Kindergarten during the year.
b) rental income and service charges by tenants of the Residential
Portfolio, and;
Discontinued operations (Note 9) 31 Dec 2022 31 Dec 2021
€ €
Rental income 489.653 916.498
Service charges and utilities income 16.132 23.222
Total income 505.785 939.720
Occupancy rates in the various income producing assets of the Group as at 31
December 2022 were as follows:
Income producing assets
% 31 Dec 2022 31 Dec 2021
EOS Business Park Romania - 100
Innovations Logistics Park Romania 80 65
Kindergarten Romania - 100
11. Asset operating expenses
The Group incurs expenses related to the proper operation and maintenance of
all properties in Kiev and Bucharest. Part of these expenses is recovered from
the tenants through the service charges and utilities recharge process (Note
10).
Under continued operations ,there are no such expenses related to the
operation of the Assets.
Under discontinued operations all such expenses related to Innovations
Logistics Park (Romania), EOS Business Park (Romania), Residential Portfolio
(Romania), GreenLake (Romania), and all Ukrainian properties.
Discontinued operations (Note 9) 31 Dec 2022 31 Dec 2021
€ €
Property related taxes (112.420) (253.917)
Property management fees (3.758) (22.087)
Repairs and technical maintenance (30.595) (179.009)
Utilities (251.507) (218.519)
Property security (35.527) (44.464)
Property insurance (7.695) (10.267)
Leasing expenses (4.878) (34.761)
Total (446.380) (763.024)
Property related taxes reflect local taxes of land and building properties (in
the form of land taxes, building taxes, garbage fees, etc.). Relevant decrease
in 2022 resulted from the disposal of assets during the period, as well as the
fact that during 2021 relevant costs were increased due to the land book taxes
associated with the acquisition of EOS asset from the leasing company in order
the project to be re-financed.
Repairs and technical maintenance increased substantially during 2021 due to
works performed on residential units for facilitating their successful sale,
while in 2022 relevant costs decreased substantially as a result of the
disposal of most of the residential properties.
11. Asset operating expenses (continued)
Utilities increase came from Innovations Logistics Park in Bucharest, and
matches with the increased service charges and utilities income invoiced by
the Company and included in continued operations.
Leasing expenses reflect expenses related to long term land leasing and
registered lower due to the pending status of Tsymlyanskiy lease
extension.
12. Administration Expenses
Continued operations 31 Dec 2022 31 Dec 2021
€ €
Salaries and Wages (263.477) (355.933)
Incentives pursuant to RemCo proposal (184.500) -
Advisory and broker fees (270.457) (360.578)
Public group expenses (138.908) (144.330)
VAT expensed (89.315) (68.135)
Corporate registration and maintenance fees (32.458) (59.990)
Audit fees (67.332) (78.668)
Accounting and related fees (15.529) (29.180)
Legal fees (233.098) (328.331)
Depreciation/Amortization charge (2.784) (1.481)
Directors Renumeration - (243.823)
Corporate operating expenses (166.768) (127.844)
Total Administration Expenses (1.464.626) (1.798.293)
Discontinued operations (Note 9) 31 Dec 2022 31 Dec 2021
€ €
Salaries and Wages (30.221) (32.498)
Advisory and broker fees (99.323) (83.066)
Corporate registration and maintenance fees (33.142) (38.765)
Audit fees (26.230) (35.160)
Accounting and related fees (20.973) (29.034)
Legal fees (4.488) (52.940)
Depreciation/Amortization charge (4.508) (620)
Corporate operating expenses (23.272) (17.003)
Total Administration Expenses (242.157) (289.086)
Salaries and wages include the remuneration of the CEO (2022: €63.123, 2021:
€100.997), the CFO, the Group Commercial Director and the Country Managers
of Ukraine and Romania, as well as the salary cost of personnel employed in
the various Company's offices.
Incentives provided in 2022 to personnel for the successful implementation of
Group's plan pursuant to relevant Remuneration Committee proposal dated 7 May
2021 as approved by the BoD on 01 June 2021.
Advisory fees are mainly related to advisors, brokers, valuers and other
professionals engaged in relevant transactions, as well as outsourced human
resources support on the basis of relevant contracts.
Accounting and related fees include fees from external accounting services, as
well as fees for transfer pricing and tax consulting services.
Public group expenses include among others fees paid to the AIM:LSE stock
exchange, Cyprus Stock Exchange as custodian, and the Nominated Adviser of the
Company, as well as other expenses related to the listing of the Company, such
as public relations and registry expenses.
Corporate registration and maintenance fees represent fees charged for the
annual maintenance of the Company and its subsidiaries, as well as fees and
expenses related to the normal operation of the companies including charges by
the relevant local authorities.
Legal fees represent legal expenses incurred by the Group in relation to asset
operations (rentals, sales, etc.), ongoing legal cases in Ukraine, Cyprus and
Romania, compliance with AIM listing, as well as one-off fees associated with
legal services and advise in relation to due diligence processes and
transactions. During the current period, the Group incurred €146k relevant
legal fees associated with the closings as part of Stage 2 of the transaction
with Arcona, and €23k associated with the Bluehouse litigation.
Corporate operating expenses include office expenses, travel expenses,
(tele)communication expenses, D&O insurance and all other general expenses
for Cypriot, Romanian and Ukrainian operations.
12. Administration Expenses (continued)
The annual Directors fees including Chairman and Committee remunerations have
been set at GBP 129k, while the decision for registering relevant fees for
2022 is still pending by the board. In 2021 the Company posted also fees from
previous periods which were not included previously in Company's books and
presented as "Deferred Amounts" in table below (Note 39.1.2).
Summary of Directors' 31 Dec 2022 31 Dec 2021
Total Remuneration
€ € € € € € €
Base remuneration Chairman/ Committee Fees Deferred Amounts Base remuneration Chairman/ Committee Fees Deferred Amounts Total
Michael Beys - - - (33.323) (5.950) (23.100) (62.373)
Harin Thaker - - - (33.323) (3.570) (21.700) (58.593)
Ian Domaille - - - (33.323) (7.141) (23.800) (64.264)
Anthonios Kaffas - - - (33.323) (3.570) (21.700) (58.593)
Total - - - (133.292) (20.231) (90.300) (243.823)
13. Valuation gains / (losses) from investment properties
Valuation gains /(losses) from investment property for the reporting period,
excluding foreign exchange translation differences which are incorporated in
the table of Note 19.2, are presented in the tables below.
Discontinued operations (Note 9)
Property Name (€) Valuation gains/(losses)
31 Dec 2022 31 Dec 2021
€ €
Kiyanovskiy Residence (798.325) (93.835)
Tsymlyanskiy Residence* - (964.178)
Rozny Lane (455.560) 75.740
Innovations Logistics Park 8.655 (240.706)
EOS Business Park - 107.164
Residential Portfolio - 4.438
GreenLake - 452.063
Kindergarten - (95.665)
Total (1.245.230) (754.979)
* As of November 2021, the Group had submitted properly the official request
to the City of Kiev to extend the lease of Tsymlyanskiy Residence property for
another 5 years, since the Group has first extension rights over any other
interested party. The first step in the process whereby the presiding
committee of the municipality, before the final approval by the City Council,
did not place as many other cases had accumulated which had time priority over
Group's case. During the period between December 15th 2021 and January 20th of
2022, the committee did not convene at all as is usual during holiday and
vacation times. Once the holiday season was over, the main focus of the
committee and the City Council unfortunately were on issues not related to
property lease extensions, but rather more pressing matters for the interests
and operational stability of the City of Kiev. From there on, all decisions
have been put on hold due to the Russian insurgence of Ukraine. We remain
confident that we will be awarded the lease extension once the war status
permits.
In relation to the Ukrainian assets excluding Tsymlyanskiy, and in view of the
ongoing conflict in the country, the Management, although received updated
third-party valuation reports to monitor effectively the underlying values,
decided in H1 2022 accounts to impair the value of those assets at 50% of
their value as at the end of 2021 and continuous the same in current period.
Valuation gains and losses result not only from the differences in the values
of the properties as reported by valuers at the different points in time, but
also from the fluctuation of the FX rate between the denominated currency of
the valuation report itself and the functional currency of the company which
posts valuation amount in its accounting books. For example, valuations of
Ukrainian assets are denominated in USD and translated to UAH for entering
effectively in the accounting books of the local entities. Similarly,
valuations of Romanian assets are denominated in EUR and translated to RON for
accounting purposes.
14. Gain/ (Loss) from disposal of properties
During the reporting period the Group proceeded with selling properties
classified under Investment Property (Romanian residential and land assets)
designated as non-core assets. The gain/ (losses) from disposal of such
properties are presented below:
14.1 Investment property
During 2022 the Group sold 2 villas in Greenlake Parcel K and Plot B Plot C,
Plot F and Plot G in Ashor Development SRL under Greenlake Land. The disposal
of land plots made in combination with the disposal of adjacent land plots
owned by the associate Green Lake Development SRL and resulted also in the
full repayment of GreenLake Phase A loan with Eurobank and the release of the
remaining assets of the associate in which SPDI has a 40,35% interest.
In 2021 the Group sold 7 villas in Greenlake Parcel K, 5 apartments in Monaco
Towers and 1 apartment, 3 parking spaces in Zizin.
Discontinued operations (Note 9) 31 Dec 2022 31 Dec 2021
€ €
Income from sale of investment property 3.897.608 3.245.322
Cost of investment property (4.723.000) (2.591.755)
Profit/(Loss) from disposal of investment property (825.392) 653.567
15. Other operating income/(expenses), net
Continued operations 31 Dec 2022 31 Dec 2021
€ €
Other income 18.834 18.536
Accounts payable written off 3.022 62.978
Other income 21.856 81.514
Penalties (348) (509)
Impairment of prepayments and other current assets (19.648) (5.932)
Other expenses (5.250) (5.430)
Other expenses (25.246) (11.871)
Other operating income/(expenses), net (3.390) 69.643
Discontinued operations (Note 9) 31 Dec 2022 31 Dec 2021
€ €
Accounts payable written off 1.379 -
Other income 4.571 1.679
Other income 5.950 1.679
Penalties (215) (240)
Impairments (2.701.503) -
Other expenses (25.585) (13.949)
Other expenses (2.727.303) (14.189)
Other operating income/(expenses), net (2.721.353) (12.510)
Continued operations
Other income represents income from services to an associate company.
The accounts payable written off under continued operations in 2021 are mainly
related to writing off an old balance due to a vendor.
Discontinued operations
Impairments in discontinued operations are related to an intragroup balance
between Ashor Development Srl and Green Lake Development Srl (included as
Associate in consolidated accounts), born from the contribution of former's
assets for the repayment of latter's loan facility with Eurobank, pursuant to
the cross collateral agreement included in the relevant loan contract. The
small differences in the shareholding structure of the two companies have been
taken into account into a relevant MOU between Green Lake Development Srl's
shareholders, with which the proceeds of the monetization of the remaining
free of mortgage assets are attributed to each shareholder accordingly.
Other expenses in discontinued operations represent mainly VAT adjustments on
the construction of buildings resulted from sales of villas with no VAT to
individuals. Such amounts have been received from the clients through the
selling price.
16. Finance costs and income
Continued operations
Finance income 31 Dec 2022 31 Dec 2021
€ €
Interest received from non-bank loans 361.035 489.072
Total finance income 361.035 489.072
Finance costs 31 Dec 2022 31 Dec 2021
€ €
Interest expenses (non-bank) (127.748) (116.468)
Finance charges and commissions (5.883) (5.808)
Bonds interest (64.700) (68.133)
Total finance costs (198.331) (190.409)
Net finance result 162.704 298.663
Discontinued operations (Note 9)
Finance income 31 Dec 2022 31 Dec 2021
€ €
Interest received from-bank loans 10 -
Interest received from non-bank loans (Note 39.1.1) 7.972 9.366
Total finance income 7.982 9.366
Finance costs 31 Dec 2022 31 Dec 2021
€ €
Interest expenses (bank) (353.428) (479.939)
Interest expenses (non-bank) (4.892) (6.547)
Finance leasing interest expenses (299.632) (373.209)
Finance charges and commissions (3.017) (3.785)
Total finance costs (660.969) (863.480)
Net finance result (652.987) (854.114)
Interest income from non-bank loans, reflects income from loans granted by the
Group for financial assistance of associates . This amount includes also
interest on Loan receivables from 3rd parties provided as an advance payment
for acquiring a participation in an investment property portfolio (Olympians
portfolio) in Romania The funds provided initially with a convertibility
option which was not exercised, and is currently treated as a loan.
According to the last addendum of the loan agreement, part of the principal
equal to €2,5 million will be contributed to a joint venture between the
Company and the borrower for the development of logistics assets in Romania
(Note 25). The remaining principal plus the interest is repaid in
installments, expected to be fully repaid by the end of 2023. The loan is
bearing a fixed interest rate of 10%.
Interest expenses represent interest charged on Bank and non-Bank borrowings
(Note 31).
Finance leasing interest expenses relate to the sale and lease back agreements
of the Group (Note 36).
Finance charges and commissions include regular banking commissions and
various fees imposed by the Banks.
Bonds interest represents interest calculated for the bonds issued by the
Company during 2018 (Note 32).
17. Foreign exchange profit / (losses)
a. Non realised foreign exchange loss
Foreign exchange losses (non-realised) resulted from the loans and/or
payables/receivables denominated in non EUR currencies when translated in EUR.
The exchange loss for the year ended 31 December 2022 from continued
operations amounted to €17.647 (2021: loss €65.147).
The exchange loss from discontinued operations for the year ended 31 December
2022 amounted to €165.165 (2021: loss €253.666) (Note 9).
18. Tax Expense
Continued operations 31 Dec 2022 31 Dec 2021
€ €
Reversal of tax/(Income and defence tax expense) 17.940 (51.824)
Taxes 17.940 (51.824)
Discontinued operations (Note 9) 31 Dec 2022 31 Dec 2021
€ €
Income and defence tax expense (74.340) (67.328)
Taxes (74.340) (67.328)
For the year ended 31 December 2022, the corporate income tax rate for the
Group's subsidiaries is 18% in Ukraine, and 16% in Romania. The corporate tax
that is applied to the qualifying income of the Company and its Cypriot
subsidiaries is 12,5%.
The tax on the Group's results differs from the theoretical amount that would
arise using the applicable tax rates as follows:
31 Dec 2022 31 Dec 2021
€ €
Profit / (loss) before tax (11.587.480) (577.617)
Tax calculated on applicable rates (318.782) 1.270.289
Expenses not recognized for tax purposes 592.568 319.568
Tax effect of allowances and income not subject to tax (221.122) (817.941)
Tax effect on tax losses for the year 2.644.670 390.502
Tax effect on tax losses brought forward (2.617.009) (1.060.938)
10% additional tax 8.057 4.339
Tax effect of Group tax relief - (919)
Defence contribution current year 17.173 14.252
Prior year tax (161.955)
Total Tax (56.400) 119.152
19. Investment Property
19.1 Investment Property Presentation
Investment Property consists of the following assets:
Income Producing Assets
· EOS Business Park consists of 3.386 sqm gross leasable area and
includes a Class A office Building in Bucharest, which is currently fully let
to Danone Romania until 2025. In June 2022 the Company proceeded to the sale
of the Romanian SPV which holds the asset as part of Stage 2 of the
transaction with Arcona.
· Innovations Logistics Park is a 16.570 sqm gross leasable area
logistics park located in Clinceni in Bucharest, which benefits from being on
the Bucharest ring road. Its construction was tenant specific, was completed
in 2008 and is separated in four warehouses, two of which offer cold storage
(freezing temperature), the total area of which is 6.395 sqm. Innovations
Logistics Park was acquired by the Group in May 2014 and is 80% leased at the
end of the reporting period.
Residential Assets
· At the end of the reporting period the Company does not own any
more residential units, having sold during the period the remaining
residential portfolio held by Moselin Investments Srl in GreenLake Residential
complex. The associate company Green Lake Developments Srl still owns 7 units
in the Green Lake Residential complex, classified under associates (Note 21).
Land Assets
· Kiyanovskiy Residence consists of four adjacent plots of land,
totaling 0,55 Ha earmarked for a residential development, overlooking the
scenic Dnipro River, St. Michael's Spires and historic Podil neighborhood.
· Tsymlyanskiy Residence is a 0,36 Ha plot of land located in the
historic Podil District of Kiev and is destined for the development of a
residential complex. As of November 2021, the Group had submitted properly the
official request to the City of Kiev to extend the lease of Tsymlyanskiy
Residence property for another 5 years, since the Group has first extension
rights over any other interested party. The first step in the process whereby
the presiding committee of the municipality, before the final approval by the
City Council, did not place as many other cases had accumulated which had time
priority over Group's case. During the period between December 15th 2021 and
January 20th of 2022, the committee did not convene at all as is usual during
holiday and vacation times. Once the holiday season was over, the main focus
of the committee and the City Council unfortunately were on issues not related
to property lease extensions, but rather more pressing matters for the
interests and operational stability of the City of Kiev. From there on, all
decisions have been put on hold due to the Russian insurgence of Ukraine. We
remain confident that we will be awarded the lease extension once the war
status permits.
· Rozny Lane is a 42 Ha land plot located in Kiev Oblast, destined
for the development of a residential complex. It has been registered under the
Group pursuant to a legal decision in 2015.
· GreenLake land is a 40.360 sqm plot and is adjacent to the
GreenLake part of the Company's residential portfolio, which is classified
under Investments in Associates (Note 21). It is situated in the northern part
of Bucharest on the bank of Grivita Lake in Bucharest. SPDI used to own ~44%
of these plots, having effectively management control. The land was sold
during 2022.
19. Investment Property (continued)
19.2 Investment Property Movement during the reporting period
The table below presents a reconciliation of the Fair Value movements of the
investment property during the reporting period broken down by property and by
local currency vs. reporting currency.
Discontinued Operations
2022 (€) Fair Value movements Asset Value at the Beginning of the period or at Acquisition/Transfer date
Asset Name Type Carrying amount as at 31/12/2022 Foreign exchange translation difference Fair value gain/(loss) based on local currency valuations (b) Disposals 2022 Transfer to Assets held for sale Additions Carrying amount as at 31/12/2021
(a) 2022
Kiyanovskiy Residence Land 1.406.338 (444.110) (798.325) - - - 2.648.773
Tsymlyanskiy Residence Land 1 - - - - - 1
Rozny Lane Land 515.657 - (455.560) - - - 971.217
Total Ukraine 1.921.996 (444.110) (1.253.885) - - - 3.619.991
Innovations Logistics Park Warehouse 9.710.000 1.345 8.655 - - 9.700.000
EOS Business Park Office - - - (6.700.000) - - 6.700.000
Residential portfolio Residential - - - - - - -
GreenLake Land & Resi - - - (10.215.000) - - 10.215.000
Kindergarten Retail - - - (1.320.000) - - 1.320.000
Total Romania 9.710.000 1.345 8.655 (18.235.000) - - 27.935.000
TOTAL 11.631.996 (442.765) (1.245.230) (18.235.000) - - 31.554.991
2021 (€) Fair Value movements Asset Value at the Beginning of the period or at Acquisition/Transfer date
Asset Name Type Carrying amount as at 31/12/2021 Foreign exchange translation difference Fair value gain/(loss) based on local currency valuations (b) Disposals 2021 Transfer to Assets held for sale Additions Carrying amount as at 31/12/2020
(a) 2021
Kiyanovskiy Residence Land 2.648.773 297.620 (93.835) - - - 2.444.988
Tsymlyanskiy Residence Land 1 67.683 (964.178) - - - 896.496
Rozny Lane Land 971.217 (1.019) 75.740 - - - 896.496
Total Ukraine 3.619.991 364.284 (982.273) - - - 4.237.980
Innovations Logistics Park Warehouse 9.700.000 (159.294) (240.706) - - - 10.100.000
EOS Business Park Office 6.700.000 (107.164) 107.164 - - - 6.700.000
Residential portfolio Residential - (4.438) 4.438 (277.458) - 124.958 152.500
GreenLake Land & Resi 10.215.000 (197.765) 452.062 (2.314.297) - - 12.275.000
Kindergarten Retail 1.320.000 (22.336) (95.664) - - 1.438.000
Total Romania 27.935.000 (490.997) 227.294 (2.591.755) - 124.958 30.665.500
TOTAL 31.554.991 (126.713) (754.979) (2.591.755) - 124.958 34.903.480
Discontinued Operations
Due to the situation in Ukraine and the associated uncertainty, the Management
has decided in H1 2022 to proceed with valueing those assets 50% lower than
the values provided by the third-party valuers (CBRE Ukraine), and in turn
decided to keep the same values in current period. As a result, the Ukrainian
assets contribute €1,9 million in Group's assets, as compared to €3,1
million provided by the valuers and €3,6 million in 2021 accounts.
The two components comprising the fair value movements are presented in
accordance with the requirements of IFRS in the consolidated statement of
comprehensive income as follows:
a. The translation loss due to the devaluation of local currencies of
€442.765 (a) (2021: loss €126.713) is presented as part of the exchange
difference on translation of foreign operations in other comprehensive income
in the statement of comprehensive income and then carried forward in the
Foreign currency translation reserve; and,
b. The fair value loss in terms of the local functional currencies
amounting to €1.245.230 (b) (2021: loss €754.979), is presented as
Valuation gains/(losses) from investment properties in the statement of
comprehensive income and is carried forward in Accumulated losses.
19. Investment Property (continued)
19.3 Investment Property Carrying Amount per asset as at the reporting date
The table below presents the values of the individual assets as appraised by
the appointed valuer as at the reporting date.
Asset Name Location Principal Operation Related Companies Carrying amount as at
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Kiyanovskiy Residence Podil, Land for residential Development LLC Aisi Ukraine 1.406.338 2.648.773
Kiev City Center LLC Trade Center - -
Tsymlyanskiy Residence Podil, Land for residential LLC Almaz‑Pres‑Ukraine 1 1
Kiev City Center Development - -
Rozny Lane Brovary district, Kiev Land for residential SC Secure Capital Limited 515.657 971.217
Development - -
Total Ukraine - 1.921.996 - 3.619.991
Innovations Logistics Park Clinceni, Bucharest Warehouse Myrnes Innovations Park Limited 9.710.000 9.700.000
Best Day Real Estate Srl - -
EOS Business Park Bucharest Office building Yamano Ltd - - - 6.700.000
First Phase srl
Kindergarten Bucharest Retail Yamano Ltd - 1.320.000
SPDI Real Estate Srl - -
Residential Portfolio Bucharest Residential apartments Secure II - -
Ketiza Ltd, - -
Ketiza Srl
GreenLake Bucharest Residential villas (2 villas) Edetrio Holdings Limited -
& Emakei Holdings Limited 10.215.000
Land for Residential Development Iuliu Maniu Limited
Moselin Investments srl
Rimasol Limited
Rimasol Real Estate Srl
Ashor Ventures Limited
Ashor Develpoment Srl - -
Jenby Investments Srl
Ebenem Investments Srl
Total Romania - 9.710.000 - 27.935.000
TOTAL - 11.631.996 - 31.554.991
19. Investment Property (continued)
19.4 Investment Property analysis
a. Investment Properties
The following assets are presented under Investment Property: Innovations
Logistics park, EOS Business Park(2021), Kindergarten in GreenLake(2021) and
GreenLake parcel K, as well as all the land assets namely Kiyanovskiy
Residence, Tsymlyanskiy Residenceand Rozny Lane in Ukraine, and GreenLake in
Romania
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
(Note 9) (Note 9)
€ € € €
At 1 January - 31.554.991 - 34.903.480
Additions - - - 124.958
Disposal of Investment Property - (18.235.000) - (2.591.755)
Revaluation (loss)/gain on investment property - (1.245.230) - (754.979)
Translation difference - (442.765) - (126.713)
At 31 December - 11.631.996 - 31.554.991
Disposals of Investment Properties represent the sale of EOS, Kindergarten,
GreenLake Phase 2 land, and apartments and parking spaces in Residential
Portfolio and villas in GreenLake parcel K.
19.5 Investment Property valuation method presentation
In respect of the Fair Value of Investment Properties the following table
represents an analysis based on the various valuation methods. The different
levels as defined by IFRS have been defined as follows:
- Level 1 relates to quoted prices (unadjusted) in active
and liquid markets for identical assets or liabilities.
- Level 2 relates to inputs other than quoted prices that
are observable for the asset or liability indirectly (that is, derived from
prices). Level 2 fair values of investment properties have been derived using
the market value approach by comparing the subject asset with similar assets
for which price information is available. Under this approach the first step
is to consider the prices for transactions of similar assets that have
occurred recently in the market. The most significant input into this
valuation approach is price per sqm.
- Level 3 relates to inputs for the asset or liability
that are not based on observable market data (that is, unobservable inputs).
Level 3 valuations have been performed by the external valuer using the income
approach (discounted cash flow) due to the lack of similar sales in the local
market (unobservable inputs).
To derive Fair Values the Group has adopted a combination of income and market
approach weighted according to the predominant local market and economic
conditions.
Fair value measurements at 31 Dec 2022 (€) (Level 1) (Level 2) (Level 3) Total
Recurring fair value measurements
Tsymlyanskiy Residence - Podil, Kiev City Center* - 1 - 1
Kiyanovskiy Residence - Podil, Kiev City Center* - 1.406.338 - 1.406.338
Rozny Lane - Brovary district, Kiev oblas*t - 515.657 - 515.657
Innovations Logistics Park - Bucharest - - 9.710.000 9.710.000
Totals - 1.921.996 9.710.000 11.631.996
Fair value measurements at 31 Dec 2021 (€) (Level 1) (Level 2) (Level 3) Total
Recurring fair value measurements
Tsymlyanskiy Residence - Podil, Kiev City Center* - 1 - 1
Kiyanovskiy Residence - Podil, Kiev City Center* - 2.648.773 - 2.648.773
Rozny Lane - Brovary district, Kiev oblast* - 971.217 - 971.217
Innovations Logistics Park - Bucharest - - 9.700.000 9.700.000
EOS Business Park - Bucharest, City Center - - 6.700.000 6.700.000
GreenLake - Bucharest - 10.215.000 - 10.215.000
Kindergarten - Bucharest - - 1.320.000 1.320.000
Totals - 13.834.991 17.720.000 31.554.991
19. Investment Property (continued)
19.5 Investment Property valuation method presentation (continued)
* Due to the situation in Ukraine and the associated uncertainty, the
Management has decided from H1 2022 to proceed with valueing those assets
lower than the current values as provided by the third-party valuers (CBRE
Ukraine). As a result, the Ukrainian assets contribute €1,9 million in
Group's assets, as compared to €3,1 million provided by the valuers and
€3,6 million in 2021 accounts.
The table below shows yearly adjustments for Level 3 investment property
valuations:
Level 3 Fair value measurements at 31 Dec 2022 (€) Innovations Logistics Park EOS Business Park Kindergarten Total
Opening balance 9.700.000 6.700.000 1.320.000 17.720.000
Profit/(loss) on revaluation 8.655 - - 8.655
- (6.700.000) (1.320.000) (8.020.000)
Disposal
Translation difference 1.345 - - 1.345
Closing balance 9.710.000 - - 9.710.000
Level 3 Fair value measurements at 31 Dec 2021 (€) Innovations Logistics Park EOS Business Park Kindergarten Total
Opening balance 10.100.000 6.700.000 1.438.000 18.238.000
Profit/(loss) on revaluation (240.706) 107.164 (95.664) (229.206)
Translation difference (159.294) (107.164) (22.336) (288.794)
Closing balance 9.700.000 6.700.000 1.320.000 17.720.000
Information about Level 3 Fair Values is presented below:
Fair value at Fair value at Valuation technique Unobservable inputs Relationship of unobservable inputs to fair value
31 Dec 2022 31 Dec 2021
€ € € € €
Innovations Logistics Park - Bucharest 9.710.000 9.700.000 Income approach Future rental income and costs for 10 years, discount rate The higher the rental income the higher the fair value. The higher the
discount rate, the lower fair value
EOS Business Park - Bucharest, City Center - 6.700.000 Income approach Future rental income and costs for 10 years, discount rate The higher the rental income the higher the fair value. The higher the
discount rate, the lower fair value
Kindergarten - 1.320.000 Income approach Future rental income and costs of discount rate, vacancy rate The higher the rental income the higher the fair value. The higher the
discount rate and the vacancy rate, the lower fair value
Total 9.710.000 17.720.000
20. Investment Property Acquisitions, Goodwill Movement and Disposals
20.1 Acquisition of asset
Based on the relevant agreement in 2021, the Company, in February 2022,
acquired 50% of the share capital of Equardo Limited, an SPV holding stake
in Victoria City (Vic City) project in Bucharest. The participation took place
through a share capital increase of the order of € 8.000, where the
remaining shareholders waived their right to participate. Vic City is a land
plot in north Bucharest on Bucuresti Noi Boulevard near a metro station, where
a commercial mixed used center was to be developed. The project was to be
contributed to SPDI by its promoters at the time, but neither its development
nor its contribution progressed due to other priorities. SPDI participated in
Equardo Limited so as to retain some of the value originally destined to be
part of its asset portfolio.
20.2 Disposals of subsidiaries and associates
20.2.1 (A) Disposal of EOS Bussiness Park
Following relevant SPA signed in June 2021 and as part of Stage 2 of the
transaction with Arcona, during in June 2022 the Company closed the agreement
for the disposal of the Romanian SPV which owns the EOS Business Park asset
in Bucharest. In exchange for the sale the Company received 116.688 new
ordinary shares in Arcona and 28.125 warrants over shares in Arcona.
ASSETS €
Non-current assets
Investment properties 6.700.000
Other non-current assets 41.674
6.741.674
Current assets
Prepayments and other current assets 72.198
Cash and cash equivalents 49.783
121.981
Total Assets 6.863.655
LIABILITIES
Interest bearing borrowings 3.347.799
Other liabilities 44.372
Total Liabilities 3.392.171
NET ASSET 3.471.484
Consideration:
Shares in Arcona 1.386.249
Loss on Disposal (2.085.235)
In view of closing the transaction with Arcona for EOS, the Company entered in
December 2021 into a new loan facility for re-financing the previous leasing
contract of the asset, securing a net amount of ~€800k which was used to
partially re-pay the shareholder loan provided by the Company to the relevant
SPV before the closing of the transaction with Arcona.
20.2.1 (B) Disposal of Associate Lelar Holdings Limited (Note 21)
During 2022 and as part of Stage 2 of the transaction with Arcona, the Company
sold Lelar Holdings Limited, the Cypriot holding company associated with Delea
Nuova asset in Bucharest. In exchange of the transfer, the Company received
362.688 new ordinary shares in Arcona and 87.418 warrants over shares in
Arcona, while at the same time the parties agreed that the already declared
dividends by Lelar Holding Limited will be allocated and paid to the Company.
The relevant amount of such dividends corresponding to the transferred
ownership stake of 24,35% was €298k which has already been collected by the
Company.
€
Value of associate at date of Disposal (Note 21) 5.178.669
Consideration:
Shares in Arcona 4.292.953
Loss on Disposal (885.716)
20. Investment Property Acquisitions, Goodwill Movement and Disposals
(continued)
20.2 Disposals of subsidiaries and associates (continued)
20.2.1 (C) Disposal of Kindergarden
ASSETS €
Non-current assets
Investment properties 1.320.000
Current assets
Prepayments and other current assets 16.369
Cash and cash equivalents 2.308
Total Assets 1.338.677
LIABILITIES
Interest bearing borrowings 628.063
Other liabilities 14.214
Total Liabilities 642.277
NET ASSET 696.400
Net share of the group 50% 348.200
Consideration:
Cash 130.750
Net off debt between the parties 44.250
Total Consideration 175.000
Loss on Disposal (173.200)
The Company honouring certain commitment made in the past during the
restructuring of the holdings of Green Lake project, proceeded to the sale of
its 50% stake in Kindergarten asset in Greenlake, Bucharest. The consideration
of the transaction was set at €175.000 plus release of available company's
cash pledged by the Bank.
20.2.1 (D) Disposal of GreenLake Phase II land
Rimasol SRL Rimasol LTD Ashor SRL Ashor LTD Ebenem SRL Jenby SRL Total
ASSETS € € € € € € €
Non-current assets
Investment properties 808.000 - 1.510.000 - 612.000 2.562.000 5.492.000
Current assets
Prepayments and other current assets 5.789 - 118.695 - 3.406 8.644 136.534
Cash and cash equivalents 62 - 18.982 - 44 40 19.128
Total Assets 813.851 - 1.647.677 - 615.450 2.570.684 5647.662
LIABILITIES
Interest bearing borrowings 623 - 1.555 - 12.239 19.757 34.174
Other liabilities 31.622 94.736 26.259 4.626 16.801 25.773 199.817
Total Liabilities 32.245 94.736 27.814 4.626 29.040 45.530 233.991
NET ASSET 781.606 (94.736) 1.619.863 (4.626) 586.410 2.525.154 5.416.671
Group % Holding 70,56% 70,56% 44,24% 44,24% 44,30% 44,30%
Net share of the group 551.501 (66.846) 716.627 (2.047) 259.780 1.118.643 2.577.658
Consideration:
Cash 400.000
Variable Compensation 450.000
Total Consideration 850.000
Loss on Disposal (1.727.658)
20. Investment Property Acquisitions, Goodwill Movement and Disposals
(continued)
20.2 Disposals of subsidiaries and associates (continued)
During the period, in an effort to accelerate monetization of assets that were
to be part of Stage 3 of the transaction with Arcona, and since the
discussions with Arcona took much longer than expected and negotiations on
their valuation did not conclude, the Company proceeded with monetization of
the remaining GreenLake land plots. The remaining land portfolio was not zoned
for development and its disposal resulted also to the settlement, after
prolonged negotiations with neighbouring land owners, of an ongoing
overlapping dispute over the GreenLake land at a cost of ~€500k gross.
Total losses on Disposal (A) & (B) & (C) & (D) (4.871.809)
20.2.2 Disposal of Victini Holdings Limited
On 7 December 2021, the Company proceeded to the sale of Victini Holdings
Limited to a 3(rd) party. Before the sale, Victini Holdings Limited declared
dividends of €175.500 for all previous financial years. The subsidiary
company was idle since December 2019 when its own Greek subsidiary which held
the warehouse in Greece was sold.
21. Investments in associates
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Cost of investment in associates at the beginning of the period 5.476.576 5.071.656
- -
Acquisition of Investment in associates 9.041 - -
Share of profits /(losses) from associates (Note 9) (9.040) 335.533 - 344.746
Dividend Income - (297.906) - (198.137)
Disposal of Investment (Note 20.2.1 B) - (5.178.669) - -
Foreign exchange difference - - - 258.311
Total 1 335.534 - 5.476.576
During 2022 the Company acquired 50% of the share capital of Equardo Holdings
Limited, an SPV holding stake in Victoria City (Vic City) project in
Bucharest. The participation took place through a share capital increase of
the order of €8.000. Vic City is a plot of land for development in north
Bucharest on Bucuresti Noi Boulevard near the metro station, where a
commercial mixed use center was to be developed. The project was to be
contributed to SPDI by its promoters at the time, but neither its development
nor its contribution progressed due to other priorities. SPDI participated in
Equardo Holdings Limited so as to retain some of the value originally destined
to be part of its asset portfolio.
Dividend Income reflects dividends declared by Lelar Holdings Limited the
holding SPV of Delea Nuova building, where the Group used to hold a 24,35%
participation. The associate was sold during the 2022 with the declared
dividends agreed to be paid to the Company (Note 20.2.1 B).
The share of profit from the associate GreenLake Development Srl and Equardo
Holdings Limited were limited up to the interest of the Group in the
associate.
As at 31 December 2022, the Group's interests in its associates and their
summarised financial information, including total assets at fair value, total
liabilities, revenues and profit or loss, were as follows:
Project Name Associates Total assets Total liabilities Profit/ Holding Share of profits from associates Country Asset type
(loss)
€ € € % €
Delea Nuova Project Lelar Holdings Limited and S.C. Delenco Construct Srl - - - - - Romania Office building
GreenLake Project - Phase A GreenLake Development Srl 3.296.244 (2.960.711) 3.436.512 40,35 335.533 Romania Residential assets
Vic City Project Equardo Holdings Limited 267.600 (259.831) (18.082) 50 (9.040) Romania Land
Total 3.563.844 (3.220.542) 3.418.430 326.493
21. Investments in associates (continued)
As at 31 December 2021, the Group's interests in its associates and their
summarised financial information, including total assets at fair value, total
liabilities, revenues and profit or loss, were as follows:
Project Name Associates Total assets Total liabilities Profit/ Holding Share of profits from associates Country Asset type
(loss)
€ € € % €
Delea Nuova Project Lelar Holdings Limited and S.C. Delenco Construct Srl 22.927.561 (440.187) 1.415.561 344.746 Romania Office building
24,35
GreenLake Project - Phase A GreenLake Development Srl 5.447.484 (7.752.870) 1.503.720 40,35 - Romania Residential assets
Total 28.375.045 (8.193.057) 2.919.281 344.746
23. Tangible and intangible assets
As at 31 December 2022 the tangible non-current assets under continued
operations were comprised mainly by electronic equipment (mobiles, computers
etc.) of a net value of €816 (2021: €1.628).
As at 31 December 2022 the tangible non-current assets under discontinued
operations mainly consisted of the machinery and equipment used for servicing
the Group's investment properties in Ukraine and Romania amount to €32.244
(2021: €81.144). Accumulated depreciation as at the reporting date amounts
to €32.224 (2021: €69.156).
24. Long Term Receivables and prepayments
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Long Term Receivables 824 315.000 824 333.263
Total 824 315.000 824 333.263
Long term receivables under discontiniued operations mainly include the cash
collateral existing in favor of Piraeus Leasing in relation to Innovations
asset.
25. Prepayments and other current assets
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Trade and other receivables 603.257 1.019.634 498.869 576.656
VAT and other tax receivables 132.771 52.836 199.808 127.550
Deferred expenses - 128 - 433
Receivables due from related parties 75.095 195.115 44.084 516.631
Loan receivables from 3(rd) parties 3.463.985 - 3.825.949 -
Loan to associates (Note 39.4) - 229.629 9.351 310.966
Allowance for impairment of prepayments and other current assets (121.946) (67.680)
(229.629) (292.208)
Total 4.153.162 1.267.713 4.510.381 1.240.028
Trade and other receivables mainly include receivables from tenants and
prepayments made for services. The increase during the year in discontinued
operations resulted from advances provided to partners in relation to
GreenLake Parcel K assets, for which there is a plan to be matched by relevant
distribution of dividends to the partners during 2023.
VAT receivable represent VAT which is refundable in Romania, Cyprus and
Ukraine.
Deferred expenses include legal, advisory, consulting and marketing expenses.
25. Prepayments and other current assets (continued)
Receivables due from related parties represent all kind of receivables from
related parties of the Group mainly associated with the GreenLake project.
Loan receivables from 3(rd) parties include an amount of €3.404.467 (2021:
€ 3.825.949) provided as an advance payment for acquiring a participation in
an investment property portfolio (Olympians portfolio) in Romania. The accrued
interest was €59.517 (2021: €0). The loan provided initially with a
convertibility option which was not exercised. The loan is bearing a fixed
interest rate of 10%. In August 2022 the Company signed with the borrower a
Shareholders Agreement for a joint venture for developing logistics properties
in Romania. As part of this agreement the Company will convert €2,5 million
of the loan into a 50% equity stake of the joint venture company. The
objective of this new company, in which borrower is contributing €2,5
million in equity funds too, is to develop a portfolio of logistics properties
in Romania with a view of letting them to third party tenants in a market that
has very low vacancy and has shown substantial strength and resilience in
recent years. The remaining part of the Olympians Loan is being repaid in
regular intervals and is expected to be fully repaid to the Company by the end
of 2023.
Loan to associates reflects a loan receivable from GreenLake Development Srl,
holding company of GreenLake Project-Phase A (Notes 21 and 39.4).
26. Financial Assets at FV through P&L
The table below presents the analysis of the balance of Financial Assets at FV
through P&L in relation to the continued operations of the Company:
31 Dec 2021 31 Dec 2021
€ €
Arcona shares 7.330.145 6.783.642
Aquired Arcona shares 5.679.202 -
FV change in Arcona shares (1.089.317) 546.503
Arcona shares at reporting date 11.920.030 7.330.145
Warrants over Arcona shares 140.577 3.602
Aquired Arcona Warrants 3 -
FV change in warrants 18.198 136.975
Arcona warrants at reporting date 158.778 140.577
Total Financial Assets at FV 12.078.808 7.470.722
FV change in Arcona shares (1.089.317) 546.503
FV change in warrants 18.198 136.975
Fair Value (loss)/ gain on Financial Assets at FV through P&L (1.071.119) 683.478
The Company received during 2019 and 2020 593.534 Arcona shares as part of the
completion of Stage 1 of the transaction with Arcona, for the sale of Bella
and Balabino assets in Ukraine, and the Boyana asset in Bulgaria. During the
current period the Company received 479.376 additional shares in Arcona as
part of Stage 2 of the transaction with Arcona, for the sale of EOS and Delea
Nuova assets in Romania.
At the end of the reporting period the shares are revalued at their fair value
based on the NAV per share of Arcona at the same date, and as a result a
relevant fair value loss of €1.089.317 (2021: gain €546.503) is
recognized.
On top of the aforementioned shares, the Company received for the sale of
Bella and Balabino assets, 67.063 warrants over shares in Arcona for a
consideration of EUR 1, and 77.021 warrants over Arcona shares for the sale of
Boyana for a consideration of EUR 1. The warrants are exercisable upon the
volume weighted average price of Arcona shares traded on a regulated market at
€8,10 or higher.
Moreover, during the current period the Company received 28.125 warrants over
shares in Arcona for the sale of EOS asset, and 87.418 warrants over shares in
Arcona for the sale of Delea Nuova asset for a total consideration of €3.
These warrants are exercisable upon the volume weighted average price of
Arcona shares traded on a regulated market at €7,2 or higher.
At year end, the warrants are re-valued to fair value and as a result a
relevant gain of €18.198 (2021: gain €136.975) is recognized. The terms
and assumptions used for such warrant re-valuation are:
Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 5,9 per
share
• Strike price of the warrants: EUR 8,10 and EUR
7,20 per share
• Expiration date: 1 November 2024, 25 March 2027,
15 June 2027
• Standard deviation of stock price: 21,61%
• Annualized dividend yield on shares: 0%
• 5 year Government Bond rate (weighted average
rate of Government Bonds of countries that Arcona is exposed): 5,629%
27. Cash and cash equivalents
Cash and cash equivalents represent liquidity held at banks.
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Cash with banks in USD 1.472 7.734 15.778 -
Cash with banks in EUR 38.704 80.151 2.081.700 7.872
Cash with banks in UAH 395 813 84 1.826
Cash with banks in RON 25.710 196.130 62.841 384.972
Cash with banks in GBP 289 - 173 -
Total 66.570 284.828 2.160.576 394.670
28. Share capital
Number of Shares during 2022 and 2021
31 December 2022 31 December 2021
Authorised
Ordinary shares of €0,01 989.869.935 989.869.935
Total ordinary shares 989.869.935 989.869.935
RCP Class A Shares of €0,01 - -
RCP Class B Shares of €0,01 8.618.997 8.618.997
Total redeemable shares 8.618.997 8.618.997
Issued and fully paid
Ordinary shares of €0,01 129.191.442 129.191.442
Total ordinary shares 129.191.442 129.191.442
Total 129.191.442 129.191.442
Nominal value (€) for 2021 and 2020
€ 31 December 2022 31 December 2021
Authorised
Ordinary shares of €0,01 9.898.699 9.898.699
Total ordinary shares 9.898.699 9.898.699
RCP Class A Shares of €0,01 - -
RCP Class B Shares of €0,01 86.190 86.190
Total redeemable shares 86.190 86.190
Issued and fully paid
Ordinary shares of €0,01 1.291.281 1.291.281
Total ordinary shares 1.291.281 1.291.281
Total 1.291.281 1.291.281
28.1 Authorised share capital
The authorised share capital of the Company as at the date of issuance of this
report is as follows:
a) 989.869.935 Ordinary Shares of €0,01 nominal value each,
b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value
each, (Note 28.3).
28.2 Issued Share Capital
As at the end of 2022, the issued share capital of the Company was as follows:
a) 129.191.442 Ordinary Shares of €0,01 nominal value each,
b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value
each, cancelled during 2018 as per the Annual General Meeting decision of 29
December 2017 (Note 28.3),
c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value
each.
28. Share capital (continued)
28.2 Issued Share Capital (continued)
In respect of the Redeemable Preference Class B Shares, issued in connection
to the acquisition of Craiova Praktiker, following the holders of the shares
notifying the Company their intent to redeem within 2016, the Company:
- in lieu of redemption the Company gave its 20% holding in Autounion (Note
28.3) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION
PROPERTY HOLDINGS III S.A.R.L. and final settlement for any resulting
difference is expected to be provided by Cypriot Courts (Note 40.3). As soon
as the case is settled, the Company will proceed with the cancellation of the
Redeemable Preference Class B Shares.
On 24(th) December 2019 the Company proceeded with the issue of 1.920.961 new
Ordinary Shares as follows:
i. 1.219.000 new Ordinary Shares to certain
advisors, directors and executives of the Company involved in the closing of
the Stage I of the Arcona Transaction by means of settling relevant Company's
liabilities.
ii. 437.676 new Ordinary Shares to directors of the
Company in lieu of H1 2019 and before H2 2016 fees.
iii. 200.000 new Ordinary Shares to certain advisor in
lieu of cash fees for financial advisory services rendered in 2019.
iv. 64.285 new Ordinary Shares to certain executive of
the Company in lieu of cash fees for services rendered in 2018.
Following shares issuance completed within 2019, the issued share capital of
the Company as at the date of issuance of this report is as follows:
a) 129.191.442 Ordinary Shares of €0,01 nominal value each,
b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value
each, (Note 28.3).
28.3 Capital Structure as at the end of the reporting period
As at the reporting date the Company's share capital is as follows:
Number of (as at) 31 December 2022 (as at) 31 December 2021
Ordinary shares of €0,01 Issued and Listed on AIM 129.191.442 129.191.442
Total number of Shares Non-Dilutive Basis 129.191.442 129.191.442
Total number of Shares Full Dilutive Basis 129.191.442 129.191.442
Options - - -
Redeemable Preference Class B Shares
The Redeemable Preference Class B Shares, issued to BLUEHOUSE ACCESSION
PROPERTY HOLDINGS III S.A.R.L. as part of the Praktiker Craiova asset
acquisition do not have voting rights but have economic rights at par with
ordinary shares. As at the reporting date all of the Redeemable Preference
Class B Shares have been redeemed but the Company is in legal proceedings with
the holder in respect of a final settlement (Notes 33, 40.3).
29. Foreign Currency Translation Reserve
Exchange differences relate to the translation from the functional currency to
EUR of Group's subsidiaries' accounts and are recognized by entries made
directly to the foreign currency translation reserve. The foreign exchange
translation reserve represents unrealized profits or losses related to the
appreciation or depreciation of the local currencies against EUR in the
countries where Company's subsidiaries' functional currencies are not EUR. The
Company had €692.906 loss on foreign exchange losses/gains on translation
due to presentation currency for 2022, in comparison to €64.299 relevant
gain in 2021.
30. Non-Controlling Interests
Non-controlling interests represent the percentage participations in the
respective entities not owned by the Group:
% Non-controlling interest portion
Group Company 31 Dec 2022 31 Dec 2021
LLC Almaz-Press-Ukraine 45,00 45,00
Ketiza Holdings Limited 10,00 10,00
Ketiza Real Estate Srl 10,00 10,00
Ram Real Estate Management Limited 50,00 50,00
Iuliu Maniu Limited 55,00 55,00
Moselin Investments Srl 55,00 55,00
Rimasol Enterprises Limited - 29,44
Rimasol Real Estate Srl - 29,44
Ashor Ventures Limited - 55,76
Ashor Development Srl - 55,76
Jenby Ventures Limited 55,70 55,70
Jenby Investments Srl - 55,70
Ebenem Limited 55,70 55,70
Ebenem Investments Srl - 55,70
SPDI Real Estate Srl - 50,00
31. Borrowings
Project 31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Principal of bank Loans
Piraeus Bank SA Land banking - 2.525.938 - 2.525.938
Bancpost SA Kindergarten - SPDI RE - - 510.188
-
Patria bank First Phase - - - 3.500.000
Loans from other 3(rd) parties and related parties (Note 39.5) 502.130 1.587.128
2.314 183.140
Overdrafts - 17 - 1.048
Total principal of bank and non-bank Loans 502.130 1.587.128 6.720.314
2.528.269
Interest accrued on bank loans - 1.492.923 - 1.251.191
Interests accrued on non-bank loans(Note 39.5) 95.227 116.438 51.394
-
Total 597.357 4.021.192 1.703.566 8.022.899
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Current portion - 4.021.192 1.577.500 3.787.614
Non-current portion 597.357 - 126.066 4.235.285
Total 597.357 4.021.192 1.703.566 8.022.899
Continued Operations
Loans from other 3(rd) parties and related parties under continued operations
include among others:
Α) Loans from 3 Directors of €375k provided as bridge financing for future
property acquisitions. The loans used to bear interest 8% annually (Note 39.5)
and were fully repaid during 2023.
B) Safe Growth Investments, a third party company, provided a loan of €1m to
the Company in November 2020 to be used for general working capital purposes.
The loan used to bear interest of 5,35% per annum and was fully repaid in
April 2022.
31. Borrowings (continued)
Discontinued Operations
SEC South East Continent Unique Real Estate (Secured) Investments Limited has
a debt facility with Piraeus Bank for the acquisition of the GreenLake land in
Bucharest Romania. As at the end of the reporting period the balance of the
loan was €2.525.938 plus accrued interest €1.492.923 and bears interest of
EURIBOR 3M plus 5% plus the Greek law 128/75 0,6% contribution. During
September 2019, the company received a termination notice from Piraeus Bank
and a payment order from court in relation to this loan, and currently
relevant discussions with the Bank are taking place for a mutual agreed
solution.
N-E Real Estate Park First Phase Srl entered in December 2021 into a loan
agreement with Patria Bank for a credit facility of €3.500.000 used to
refinance the Leasing Contract with Alpha Leasing and to repay some of
shareholders loans. As at the end of 2021 the balance of the loan was
€3.500.000 and bears interest of EURIBOR 3M plus 3,5%. The repayment is done
in monthly installments of principal plus interest. A collateral deposit of
€265.000 will be made in monthly installments of €5.000, during the period
January 2022 - May 2026. The loan has the maturity date in December 2031 and
was secured by a first rank mortgage over EOS building and mortgage over the
company's bank accounts and receivables. The SPV has been sold during 2022 to
Arcona and as such the loan has also been transferred.
SPDI Real Estate Srl (Kindergarten) has a loan agreement with Bancpost SA
Romania. As at 30 June 2022 the balance of the loan was €478.666 and bears
interest of Euribor 3m plus 4,6% per annum. The loan is repayable by 2027.
During 2022 the SPV was sold and therefore the loan has also been transferred.
Loans from other 3(rd) parties and related parties under discontinued
operations includes borrowings from non-controlling interest parties. During
the last nine years and in order to support the GreenLake project the
non-controlling shareholders of Moselin Investments Srl and SPDI Real Estate
SRL (other than the Group) have contributed their share of capital injections
by means of shareholder loans. The loans bear interest 4% annually.
32. Bonds
The Company in order to acquire up to a 50% interest in a portfolio of fully
let logistics properties in Romania, the Olympians Portfolio, issued a
financial instrument, 35% of which consists of a convertible bond and 65% of
which is made up of a warrant. The convertible loan element of the instrument
which was in the value of €723.690 (2021: €1.033.842) bears a 6,5% coupon,
has a 7 year term and is convertible into ordinary shares of the Company at
the option of the holder at 25p. starting from 1 January 2018.
33. Trade and other payables
The fair value of trade and other payables due within one year approximate
their carrying amounts as presented below.
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Payables to third parties 3.070.074 389.462 3.303.545 564.810
Payables to related parties 495.157 13.883 881.763 218.359
Deferred income from tenants - 7.840 - 7.839
Accruals 68.827 20.122 87.735 206.384
Pre-sale advances (Advances received for sale of properties) 97.711 123.080 -
Total 3.731.769 431.307 4.396.123 997.392
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Current portion 3.731.769 7.840 4.396.123 989.553
Non-current portion - 423.467 - 7.839
Total 3.731.769 431.307 4.396.123 997.392
Payables to third parties represents: a) payables due to Bluehouse Capital
(under continued operations) as a result of the Redeemable Convertible Class B
share redemption (Note 28.3) which is under legal proceedings for a final
settlement (Note 40.3) , b) amounts payable to various service providers
including auditors, legal advisors, consultants and third party accountants
related to the current operations of the Group, and c) guarantee amounts
collected from tenants.
Payables to related parties under continued operations represent amounts due
to directors and accrued management remuneration (Note 39.2). Payables to
related parties under discontinued operations represent payables to
non-contolling intetest shareholders.
Deferred income from tenants represents advances from tenants which will be
used as future rental income and utilities charges.
Accruals mainly include the accrued, administration fees, accounting fees,
facility management and other fees payable to third parties.
33. Trade and other payables (continued)
Pre-sale advances reflect the advance received in relation to Kiyanovskiy
Residence pre-sale agreement, which upon non closing of the said sale, part of
which will be returned to the prospective buyer.
34. Deposits from Tenants
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Deposits from tenants non-current - 23.002 - 64.231
Total - 23.002 - 64.231
Deposits from tenants appearing under non-current liabilities include the
amounts received from the tenants in Innovations Logistics Park, EOS Business
Park and tenants in residential assets as advances/guarantees and are to be
reimbursed to those at the expiration of the lease agreements.
35. Taxation
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Corporate income tax - non current 165.817 41.981 200.295 52.221
Defence tax - non current 14.252 - 27.385 -
Tax provision - non current 399.450 - 399.450 -
Non- current 579.519 41.981 627.130 52.221
Corporate income tax - current 30.631 12.064 127.528 9.085
Other taxes including VAT payable - current 6.943 130.182 128.909 182.004
Current 37.574 142.246 256.437 191.089
Total Provisions and Taxes Payables 617.093 184.227 883.567 243.310
Corporate income tax represents taxes payable in Cyprus and Romania.
Other taxes represent local property taxes and VAT payable in Romania.
36. Finance Lease Liabilities
As at the reporting date the finance lease liabilities consist of the
non-current portion of €6.168.403 and the current portion of €57.527 (31
December 2021: €6.234.852 and €280.995, accordingly).
Discontinued operations
31 Dec 2022 Note Minimum lease payments Interest Principal
€ € €
Less than one year 42.2 568.486 287.549 280.937
& 42.6
Between two and five years 6.574.889 645.268 5.929.621
More than five years 21.831 6.529 15.302
7.165.206 939.346 6.225.860
Accrued Interest 70
Total Finance Lease Liabilities (Note 9d) 6.225.930
31 Dec 2021 Note Minimum lease payments Interest Principal
€ € €
Less than one year 42.2 582.862 301.868 280.994
& 42.6
Between two and five years 7.144.878 934.758 6.210.120
More than five years 33.844 11.813 22.031
7.761.584 1.248.439 6.513.145
Accrued Interest 2.702
Total Finance Lease Liabilities (Note 9d) 6.515.847
36. Finance Lease Liabilities (continued)
36.1 Land Plots Financial Leasing
The Group holds land plots in Ukraine under leasehold agreements which in
terms of the accounts are classified as finance leases. Lease obligations are
denominated in UAH. The fair value of lease obligations approximate to their
carrying amounts as included above. Following the appropriate discounting,
finance lease liabilities are carried at €34.210 under current and
non-current portion. The Group's obligations under finance leases are secured
by the lessor's title to the leased assets. Regarding Tsymlyanskiy, as of
November 2021, the Group had submitted properly the official request to the
City of Kiev to extend the lease property for another 5 years, since the Group
has first extension rights over any other interested party. The first step in
the process whereby the presiding committee of the municipality, before the
final approval by the City Council, did not place as too many other cases had
accumulated which had time priority over Group's case. During the period
between December 15th 2021 and January 20th of 2022, the committee did not
convene at all as is usual during holiday and vacation times. Once the holiday
season was over, the main focus of the committee and the City Council
unfortunately were on issues not related to property lease extensions, but
rather more pressing matters for the interests and operational stability of
the City of Kiev. From there on, all decisions have been put on hold due to
the Russian insurgence of Ukraine. We remain confident that we will be awarded
the lease extension once the war status permits, and we continue calculate
relevant future lease obligations.
36.2 Sale and Lease Back Agreements
A. Innovations Logistics Park
In May 2014 the Group concluded the acquisition of Innovations Logistics Park
in Bucharest, owned by Best Day Real Estate Srl, through a sale and lease back
agreement with Piraeus Leasing Romania SA. As at the end of the reporting
period the balance is €6.201.629 (2021: €6.481.637) , bearing interest
rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches
until 2026 with a balloon payment of €5.244.926. At the maturity of the
lease agreement and upon payment of the balloon Best Day Real Estate Srl will
become owner of the asset.
Under the current finance lease agreement the collaterals for the facility are
as follows:
1. Best Day Real Estate Srl pledged its future receivables from its
tenants.
2. Best Day Real Estate Srl pledged its shares.
3. Best Day Real Estate Srl pledged all current and reserved accounts
opened in Piraeus Leasing, Romania.
4. Best Day Real Estate Srl was obliged to provide cash collateral in
the amount of €250.000 in Piraeus Leasing Romania, which had been deposited
as follows, half in May 2014 and half in May 2015.
SPDI provided a corporate guarantee in favor of the Leasing company related to
the liabilities of Best Day Real Estate Srl arising from the sale and lease
back agreement.
B. EOS Business Park
In October 2014 the Group concluded the acquisition of EOS Business Park in
Bucharest, owned by the SPV N-E Real Estate Park First Phase Srl, through a
sale and lease back agreement with Alpha Bank Romania SA. The leasing facility
borne an interest of 3M Euribor plus 5,25% margin. During December 2021 the
SPV re-paid fully the leasing facility and acquired the property, through a
new loan from Patria Bank of the order of €3,5 million, bearing an interest
rate of 3M Euribor plus 3,5% margin. The SPV was sold during 2022 as part of
Stage 2 of the transaction with Arcona.
37. Earnings and net assets per share attributable to equity holders of the
parent
a. Weighted average number of ordinary shares
31 Dec 2022 31 Dec 2021
Issued ordinary shares capital 129.128.442 129.128.442
Weighted average number of ordinary shares (Basic) 129.128.442 129.128.442
Diluted weighted average number of ordinary shares 129.128.442 129.128.442
b. Basic diluted and adjusted earnings per share
Earnings per share 31 Dec 2022 31 Dec 2021
€ €
Profit/(Loss) after tax attributable to owners of the parent (1.240.385) 184.405
Basic (0,01) 0,00
Diluted (0,01) 0,00
c. Basic diluted and adjusted earnings per share from discontinued
operations
Earnings per share 31 Dec 2022 31 Dec 2021
€ €
Loss after tax from discontinued operations attributable to owners of the (8.416.600) (659.215)
parent
Basic (0,06) (0,00)
Diluted (0,06) (0,00)
37. Earnings and net assets per share attributable to equity holders of the
parent (continued)
d. Net assets per share
Net assets per share 31 Dec 2022 31 Dec 2021
€ €
Net assets attributable to equity holders of the parent 13.111.260 23.253.524
Number of ordinary shares 129.191.442 129.191.442
Diluted number of ordinary shares 129.191.442 129.191.442
Basic 0,10 0,18
Diluted 0,10 0,18
38. Segment information
All commercial and financial information related to the properties held
directly or indirectly by the Group is being provided to members of executive
management who report to the Board of Directors. Such information relates to
rentals, valuations, income, costs and capital expenditures. The individual
properties are aggregated into segments based on the economic nature of the
property. For the reporting period the Group has identified the following
material reportable segments:
Commercial-Industrial
· Warehouse segment -Innovations Logistics Park
· Office segment - Eos Business Park - Delea Nuova (Associate)
· Retail segment - Kindergarten of GreenLake
Residential
· Residential segment
Land Assets
· Land assets
There are no sales between the segments.
Segment assets for the investment properties segments represent investment
property (including investment properties under development and prepayments
made for the investment properties). Segment liabilities represent interest
bearing borrowings, finance lease liabilities and deposits from tenants.
Warehouse Office Retail Residential Land Plots Corporate Total
€ € € € € € €
Segment profit
Rental income (Note 10) - - - - - 763.242 763.242
Service charges and utilities income (Note 10) - - - - - 276.996 276.996
Property Management income (Note 10) 103.514 - - - - - 103.514
Impairment of financial investments (Note 26) - - - - - (1.071.119) (1.071.119)
Gain on disposal of subsidiaries - - - - - 1.041 1.041
Share of profit/loss of associated (Note21) - - - - - (9.040) (9.040)
Profit from discontinued operation (Note 9b) (31.359) (2.285.712) (120.588) (64.466) (3.458.376) (586.990) (6.547.491)
Segment profit 72.155 (2.285.712) (120.588) (64.466) (3.458.376) (625.870) (6.482.857)
Administration expenses - - - - - - (1.464.626)
(Note 12)
Other (expenses)/income, net (Note 15) - - - - - - (3.390)
Finance income (Note 16) - - - - - - 361.035
Interest expenses (Note 16) - - - - - - (192.448)
Other finance costs (Note 16) - - - - - - (5.883)
Profit from discontinued operations (Note 9b) - - - - - - (3.856.004)
Foreign exchange losses, net (Note 17a) - - - - - - (17.647)
Income tax expense (Note 18) - - - - - - 17.940
Exchange difference on I/C loan to foreign holdings (Note 29) - - - - - - (692.906)
Total Comprehensive Income - - - - - - (12.336.786)
Continued Operations
Profit and Loss for the year 2022
38. Segment information (continued)
Profit and Loss for the year 2021
Warehouse Office Retail Residential Land Plots Corporate Total
€ € € € € € €
Segment profit
Rental income (Note 10) - - - - - 633.427 633.427
Service charges and utilities income (Note 10) - - - - - 232.870 232.870
Property Management income (Note 10) - - - - - 180.840 180.840
Impairment of financial investments (Note 26) - - - - - 683.478 683.478
Gain on disposal of subsidiaries - - - - - 748 748
Profit from discontinued operation (Note 9b) (214.232) 1.061.290 5.439 271.406 (488.324) (215.549) 420.030
Segment profit (214.232) 1.061.290 5.439 271.406 (488.324) 1.515.814 2.151.393
Administration expenses - - - - - - (1.798.293)
(Note 12)
Other (expenses)/income, net (Note 15) - - - - - - 69.643
Finance income (Note 16) - - - - - - 489.072
Interest expenses (Note 16) - - - - - - (184.601)
Other finance costs (Note 16) - - - - - - (5.808)
Profit from discontinued operations (Note 9b) - - - - - - (1.301.204)
Foreign exchange losses, net (Note 17a) - - - - - - (65.147)
Income tax expense (Note 18) - - - - - - (51.824)
Exchange difference on I/C loan to foreign holdings (Note 29) - - - - - - 64.299
Total Comprehensive Income - - - - - - (632.470)
* It is noted that part of the rental and service charges/ utilities income
related to Innovations Logistics Park (Romania) is currently invoiced by the
Company as part of a relevant lease agreement with the Innovations SPV and the
lender, however the asset, through the SPV, is planned to be transferred as
part of the transaction with Arcona Property Fund N.V. Upon a final agreement
for such transfer, the Company will negotiate with the lender its release from
the aforementioned lease agreement, and if succeeds, upon completion such
income will be also transferred.
38. Segment information (continued)
Discontinued Operations
Profit and Loss for the year 2022
Warehouse Office Retail Residential Land Plots Corporate Total
€ € € € € € €
Segment profit
Property Sales income (Note 14.1) - - - - 3.897.608 - 3.897.608
Cost of Property sold (Note 14.1) - - - - (4.723.000) - (4.723.000)
Rental income (Note 10) 63.940 332.356 90.054 3.303 - - 489.653
Service charges and utilities income (Note 10) 9.152 - - - 6.980 - 16.132
Valuation gains/(losses) from investment property (Note 13) 8.655 - - - (1.253.885) - (1.245.230)
Share of profits/(losses) from associates - - - - 335.533 - 335.533
(Note 21)
Loss on disposal of subsidiaries (Note 20) - (2.602.950) (199.229) (65.746) (1.661.910) (341.974) (4.871.809)
Asset operating expenses (113.107) (15.118) (11.413) (2.022) (59.704) (245.016) (446.380)
(Note 11)
Segment profit (31.360) (2.285.712) (120.588) (64.465) (3.458.377) (586.990) (6.547.493)
Administration expenses - - - - - - (242.157)
(Note 12)
Other (expenses)/income, net (Note 15) - - - - - - (2.721.353)
- - - - - - 7.982
Finance income (Note 16)
Interest expenses (Note 16) - - - - - - (657.952)
Other finance costs (Note 16) - - - - - - (3.017)
Foreign exchange losses, net (Note 17a) - - - - - - (165.165)
Income tax expense (Note 18) - - - - - - (74.340)
Loss for the year - - - - - - (10.403.495)
38. Segment information (continued)
Profit and Loss for the year 2021
Warehouse Office Retail Residential Land Plots Corporate Total
€ € € € € € €
Segment profit
Property Sales income (Note 14.1) - - - 542.297 2.703.025 - 3.245.322
Cost of Property sold (Note 14.1) - - - (277.457) (2.314.298) - (2.591.755)
Rental income (Note 10) 133.253 652.998 119.936 4.277 6.034 - 916.498
Service charges and utilities income (Note 10) 16.064 - - 6.608 550 - 23.222
Valuation gains/(losses) from investment property (Note 13) (240.706) 107.164 (95.664) 4.438 (530.211) - (754.979)
Share of profits/(losses) from associates - 344.746 - - - - 344.746
(Note 21)
Asset operating expenses (122.843) (43.618) (18.833) (8.757) (353.424) (215.549) (763.024)
(Note 11)
Segment profit (214.232) 1.061.290 5.439 271.406 (488.324) (215.549) 420.030
Administration expenses - - - - - - (289.086)
(Note 12)
Other (expenses)/income, net (Note 15) - - - - - - (12.510)
Dividends income - - - - - - 175.500
(Note 20)
- - - - - - 9.366
Finance income (Note 16)
Interest expenses (Note 16) - - - - - - (859.695)
Other finance costs (Note 16) - - - - - - (3.785)
Foreign exchange losses, net (Note 17a) - - - - - - (253.666)
Income tax expense (Note 18) - - - - - - (67.328)
Loss for the year - - - - - - (881.174)
38. Segment information (continued )
Discontinued Operations
Total Operations
Balance Sheet as at 31 December 2022
Warehouse Office Retail Residential Land plots Corporate Total
€ € € € € €
Assets
Long-term receivables and prepayments - - - - - 824 824
Investment in associate - - - - - 1 1
Financial Assets at FV through P&L - - - - - 12.078.808 12.078.808
Assets held for sale 10.025.000 1 - - 1.286.313 2.523.777 13.835.091
Segment assets 10.025.000 1 - - 1.286.313 14.603.410 25.914.724
Tangible and intangible assets - - - - - - 816
Prepayments and other current assets - - - - - - 4.153.162
Cash and cash equivalents - - - - - - 66.570
Total assets - - - - - - 30.135.272
Liabilities associated with assets classified as held for disposal 6.224.647 - - - 4.045.477 615.534 10.885.658
Borrowings 9.630 - - - - 587.727 597.357
Segment liabilities 6.234.277 - - - 4.045.477 1.203.261 11.483.015
Trade and other payables - - - - - - 3.731.769
Taxation - - - - - - 617.093
Bonds - - - - - - 822.736
Total liabilities - - - - - - 16.654.613
Balance Sheet as at 31 December 2021
Warehouse Office Retail Residential Land plots Corporate Total
€ € € € € €
Assets
Long-term receivables and prepayments - - - - - 824 824
Financial Assets at FV through P&L - - - - - 7.470.722 7.470.722
Assets held for sale 10.015.000 12.176.575 1.338.263 - 12.939.514 2.542.164 39.011.516
Segment assets 10.015.000 12.176.575 1.338.263 - 12.939.514 10.013.710 46.483.062
Tangible and intangible assets - - - - - - 1.628
Prepayments and other current assets - - - - - - 4.510.381
Cash and cash equivalents - - - - - - 2.160.576
Total assets - - - - - - 53.155.647
Liabilities associated with assets classified as held for disposal 6.545.868 3.504.083 696.741 - 3.856.285 1.240.702 15.843.679
Borrowings - - - - - 1.703.566 1.703.566
Segment liabilities 6.545.868 3.504.083 696.741 3.856.285 2.944.268 17.547.245
Trade and other payables - - - - - - 4.396.123
Taxation - - - - - - 883.567
Bonds - - - - - - 1.327.056
Total liabilities - - - - - - 24.153.991
38. Segment information (continued)
Discontinued operations
Assets and Liabilities held for sale 2022
Warehouse Office Retail Residential Land plots Corporate Total
€ € € € € € €
Assets
Investment properties 9.710.000 - - - 950.779 971.217 11.631.996
Long-term receivables and prepayments 315.000 - - - - - 315.000
Investments in associates - 1 - - 335.533 - 335.534
Segment assets 10.025.000 1 - - 1.286.313 971.217 12.282.530
Tangible and intangible assets - - - - - - 20
Prepayments and other current assets - - - - - - 1.267.713
Cash and cash equivalents - - - - - - 284.828
Total assets - - - - - - 13.835.091
Borrowings 16 - - - 4.021.176 - 4.021.192
Finance lease liabilities 6.201.629 - - - 24.301 - 6.225.930
Deposits from tenants 23.002 - - - - - 23.002
Segment liabilities 6.224.647 - - - 4.045.477 - 10.270.124
Trade and other payables - - - - - - 431.307
Taxation - - - - - - 184.227
Total liabilities - - - - - - 10.885.658
Assets and Liabilities held for sale 2021
Warehouse Office Retail Residential Land plots Corporate Total
€ € € € € € €
Assets
Investment properties 9.700.000 6.700.000 1.320.000 - 12.939.514 895.477 31.554.991
Long-term receivables and prepayments 315.000 - 18.263 - - - 333.263
Investments in associates - 5.476.576 - - - - 5.476.576
Segment assets 10.015.000 12.176.576 1.338.263 - 12.939.514 895.477 37.364.830
Tangible and intangible assets - - - - - - 11.988
Prepayments and other current assets - - - - - - 1.240.028
Cash and cash equivalents - - - - - - 394.670
Total assets - - - - - - 39.011.516
Borrowings - 3.504.083 696.741 - 3.822.075 - 8.022.899
Finance lease liabilities 6.481.637 - - - 34.210 - 6.515.847
Deposits from tenants 64.231 - - - - - 64.231
Segment liabilities 6.545.868 3.504.083 696.741 - 3.856.285 - 14.602.977
Trade and other payables - - - - - - 997.392
Taxation - - - - - - 243.310
Total liabilities - - - - - - 15.843.679
38. Segment information (continued)
Discontinued operations
Geographical information
31 Dec 2021 31 Dec 2021 31 Dec 2021 31 Dec 2021
Income (Note 10) Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Ukraine - - - -
Romania 103.514 505.785 - 939.720
Greece - - - -
Bulgaria - - - -
Cyprus * 1.040.238 - 1.047.137 -
Total 1.143.752 505.785 1.047.137 939.720
* It is noted that part of the rental and service charges/ utilities income
related to Innovations Logistics Park (Romania) is currently invoiced by the
Company as part of a relevant lease agreement with the Innovations SPV and the
lender, however the asset, through the SPV, is planned to be transferred as
part of the transaction with Arcona Property Fund N.V. or in the broader
market. Upon a final agreement for such transfer, the Company will negotiate
with the lender its release from the aforementioned lease agreement, and if
succeeds, upon completion such income will be also transferred.
Gain/(loss) from disposal of investment properties (Note 14.1) 31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Romania - (825.392) - 653.567
Total - (825.392) - 653.567
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Carrying amount of assets (investment properties and investment in associates)
Ukraine - 1.921.996 - 3.619.991
Romania - 10.045.534 - 33.411.576
Cyprus 1 - - -
Total 1 11.967.530 - 37.031.567
39. Related Party Transactions
The following transactions were carried out with related parties:
39.1 Income/ Expense
39.1.1 Income
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Interest Income from loan to associates 230 7.972 325 9.366
Total 230 7.972 325 9.366
Interest income from associates relates to interest income from GreenLake
Development Srl.
39.1.2 Expenses
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Management Remuneration (Note 12) 155.959 - 244.350 -
Incentives pursuant to RemCo proposal (Note 12) 184.500 - - -
Directors fees (Note 12) - - 243.823 -
Interest expenses on Director and Management Loans (Note 16) 37.513 - 40.194 -
Total 377.972 - 528.367 -
Management remuneration includes the remuneration of the CEO, the CFO, the
Group Commercial Director, and that of the Country Managers of Ukraine and
Romania pursuant to the decisions of the Remuneration Committee.
Incentives provided in 2022 to personnel for the sussessful implementation of
Group's plan pursuant to relevant Remuneration Committee proposal dated 7 May
2021 as approved by the BoD on 01 June 2021.
The annual Directors fees including Chairman and Committee remunerations have
been set at GBP 129k, while the decision for registering relevant fees for
2022 is still pending by the Board. In 2021 the Company registed also fees
from previous periods which were not posted previously in Company's books.
39.2 Payables to related parties (Note 33)
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Board of Directors & Committees remuneration 218.171 - 373.187 -
Sec South East Continet Unique Real Esate Management Limited 65 - 65 -
Management Remuneration 276.921 - 508.511 -
Total 495.157 - 881.763 -
39.2.1 Board of Directors & Committees
The amount payable represents remuneration and expenses payable to
Non-Executive Directors until the end of the reporting period. The members of
the Board of Directors pursuant to a recommendation by the Remuneration
Committee and in order to facilitate the Company's cash flow used to receive
their payment in shares of the Company. During 2018 the directors received
344.371 ordinary shares in lieu of their 2016 H1 remuneration amounting to GBP
120.530. During 2019, Non-Executive Directors received 261.000 ordinary shares
amounting to EUR
73.108 in lieu of their H1 2019 fees, and 176.576 ordinary shares amounting to
EUR 74.162,04 in lieu of their before H2 2016 fees. Since H2 2019 it has been
decided that relevant fees will be paid in cash.
39.2.2 Management Remuneration
Management Remuneration represents deferred amounts payable to the CEO of the
Company.
39. Related Party Transactions (continued)
39.3 Loans from SC Secure Capital Limited to the Group's subsidiaries
SC Secure Capital Limited, the finance subsidiary of the Group provided
capital in the form of loans to the Ukrainian subsidiaries of the Company so
as to support the acquisition of assets, development expenses of the projects,
as well as various operational costs. The following table presents the amounts
of such loans which are eliminated for consolidation purposes, but their
related exchange difference affects the equity of the Consolidated Statement
of Financial Position.
Borrower Limit -as at Principal as at Limit -as at Principal as at
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
€ € € €
LLC " Trade Center'' 5.800 6.074 5.800 5.707
LLC "Aisi Ukraine" 23.062.351 295.549 23.062.351 220.514
LLC "Almaz-Press-Ukraine" 8.236.554 275.778 8.236.554 259.126
LLC "Aisi Ilvo" 150.537 19.398 150.537 24.435
Total 31.455.242 596.799 31.455.242 509.782
A potential Ukrainian Hryvnia weakening/strengthening by 10% against the US
dollar with all other variables held constant, would result in an exchange
difference on I/C loans to foreign holdings of €59.680 (2021: €50.978),
estimated on balances held at 31 December 2022.
39.4 Loans to associates (Note 25)
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Loans to GreenLake Development Srl - 229.629 9.351 310.966
Total - 229.629 9.351 310.966
The loan was provided to GreenLake Development Srl from Edetrio Holdings
Limited (discontinued operations) and from Sc Capital (continued
operations). The agreement with Edetrio Holdings Limited was signed on 14 June
2012 and bears interest 5% and the agreement with Sc Capital Limited was
signed on 4 December 2017 and bears interest 4% per annum. The loan with Sc
Capital was fully repaid during 2022.
39.5 Loans from related parties (Note 31)
31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Loan from Directors and Management 492.500 - 577.500 -
Interest accrued on loans from related parties 95.227 - 114.060 -
Total 587.727 - 691.560 -
Loans from directors of the order of € 375.000 reflect loans provided from
three directors as bridge financing for future property acquisitions. The
loans bear interest 8% annually. The loans have been repaid partially during
2023 and current balance is € 100.000.
Rest amount of the order of € 117.500 reflect payables to one director,
converted to loan for facilitating Company's cash flow.
40. Contingent Liabilities
40.1 Tax Litigation
The Group performed during the reporting period part of its operations in the
Ukraine, within the jurisdiction of the Ukrainian tax authorities. The
Ukrainian tax system can be characterized by numerous taxes and frequently
changing legislation, which may be applied retroactively, open to wide and in
some cases, conflicting interpretation. Instances of inconsistent opinions
between local, regional, and national tax authorities and between the National
Bank of Ukraine and the Ministry of Finance are not unusual. Tax declarations
are subject to review and investigation by a number of authorities, which are
authorised by law to impose severe fines and penalties and interest charges.
Any tax year remains open for review by the tax authorities during the three
following subsequent calendar years; however, under certain circumstances a
tax year may remain open for longer. Overall following the sales of Terminal
Brovary, Balabino and Bela, the exposure of the Group in Ukraine has been
significantly reduced.
The Group performed during the reporting and comparative periods part of its
operations in Romania. In respect of Romanian tax system, many aspects are
subject to varying interpretations and frequent changes, which in many cases
have retroactive effects. In certain circumstances it is also possible that
tax authorities may act arbitrary.
These facts create tax risks which are substantially more significant than
those typically found in countries with more advanced tax systems. Management
believes that it has adequtely provided for tax liabilities, based on its
interpretation of tax legislation, official pronouncements and court
decisions. However, the interpretations of the relevant authorities could
differ and the effect on these consolidated financial statements, if the
authorities were successful in enforcing their interpretations, could be
significant.
40.2 Construction related litigation
There are no material claims from contractors due to the postponement of
projects or delayed delivery other than those disclosed in the financial
statements.
40.3 Bluehouse Accession case
BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. (Bluehouse) filed in
Cypriot courts in December 2018 lawsuit against the Company for the total
amount of €5.042.421,87, in relation to the Praktiker Craiova acquisition in
2015, and the redemption of the Redeemable Preference Class A shares which
were issued as part of the transaction to the vendor, plus special
compensations of €2.500.000 associated with the related pledge agreement.
The redemption of such shares was requested in 2016, and in lieu of such
redemption the Company transferred to the vendor the 20% holding in Autounion
asset which was used as a guarantee to the transaction for the effective
redemption of the Redeemable Preference Class A shares. At the same time the
Company has posted in its accounts a relevant payable provision for Bluehouse
in the amount of €2.521.211 (Note 33). On the other hand, the Company during
2019, as part of the judicial process, has filed a claim against Bluehouse for
concealing certain key information during the Praktiker Craiova transaction,
which if revealed would have resulted in a significant reduction of the final
acquisition price. Management believes the Company has good grounds of defence
and valid arguments and the amount already provided is adequate to cover an
eventual final settlement between the parties. The next hearing of the
combined cases in front of Cypriot Courts has been set on 16 October 2023.
40.4 Other Litigation
The Group has a number of other minor legal cases pending. Management does not
believe that the result of these will have a substantial overall effect on the
Group's financial position. Consequently no such provision is included in the
current financial statements.
40.5 Other Contingent Liabilities
The Group had no other contingent liabilities as at 31 December 2022.
41. Commitments
The Group had no other commitments as at 31 December 2022.
42. Financial Risk Management
42.1 Capital Risk Management
The Group manages its capital to ensure adequate liquidity for implementing
its strategy to maximize the return to stakeholders through the optimization
of the debt-equity structure and value enhancing actions in respect of its
portfolio of investments. The capital structure of the Group consists of
borrowings (Note 31), bonds (Note 32), trade and other payables (Note 33)
deposits from tenants (Note 34), financial leases (Note 36), taxes payable
(Note 35) and equity attributable to ordinary or preferred shareholders.
Management reviews the capital structure on an on-going basis. As part of the
review Management considers the differential capital costs in the debt and
equity markets, the timing at which each investment project requires funding
and the operating requirements so as to proactively provide for capital either
in the form of equity (issuance of shares to the Group's shareholders) or in
the form of debt. Management balances the capital structure of the Group with
a view of maximizing the shareholder's Return on Equity (ROE) while adhering
to the operational requirements of the property assets and exercising prudent
judgment as to the extent of gearing.
42. Financial Risk Management (continued)
42.2 Categories of Financial Instruments
Note 31 Dec 2022 31 Dec 2022 31 Dec 2021 31 Dec 2021
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Financial Assets
Cash at Bank 27 66.570 284.828 2.160.576 394.670
Long-term Receivables and prepayments 24 824 315.000 824 333.263
Financial Assets at FV through P&L 26 12.078.808 - 7.470.722 -
Prepayments and other receivables 25 4.153.162 1.267.713 4.510.381 1.240.028
Total 16.299.364 1.867.541 14.142.503 1.967.961
Financial Liabilities
Borrowings 31 597.357 4.021.192 1.703.566 8.022.899
Trade and other payables 33 3.731.769 431.307 4.396.123 997.392
Deposits from tenants 34 - 23.002 - 64.231
Finance lease liabilities 36 - 6.225.930 - 6.515.847
Taxation 35 617.093 184.227 883.567 243.310
Bonds 32 822.736 - 1.327.056 -
Total 5.768.955 10.885.658 8.310.312 15.843.679
42.3 Financial Risk Management Objectives
The Group's Treasury function provides services to its various corporate
entities, coordinates access to local and international financial markets,
monitors and manages the financial risks relating to the operations of the
Group, mainly the investing and development functions. Its primary goal is to
secure the Group's liquidity and to minimize the effect of the financial asset
price variability on the cash flow of the Group. These risks cover market
risks including foreign exchange risks and interest rate risk, as well as
credit risk and liquidity risk.
The above mentioned risk exposures may be hedged using derivative instruments
whenever appropriate. The use of financial derivatives is governed by the
Group's approved policies which indicate that the use of derivatives is for
hedging purposes only. The Group does not enter into speculative derivative
trading positions. The same policies provide for the investment of excess
liquidity. As at the end of the reporting period, the Group had not entered
into any derivative contracts.
42.4 Economic Market Risk Management
The Group currently operates in Romania and Ukraine. The Group's activities
expose it primarily to financial risks of changes in currency exchange rates
and interest rates. The exposures and the management of the associated risks
are described below. There has been no change in the way the Group measures
and manages risks.
Foreign Exchange Risk
Currency risk arises when commercial transactions and recognized financial
assets and liabilities are denominated in a currency that is not the Group's
functional currency. Most of the Group's financial assets are denominated in
the functional currency. Management is monitoring the net exposures and adopts
policies to encounter them so that the net effect of devaluation is minimized.
Interest Rate Risk
The Group's income and operating cash flows are substantially independent of
changes in market interest rates as the Group has no significant floating
interest-bearing assets. On December 31(st), 2022, cash and cash equivalent
(including continued and discontinued operations) financial assets amounted to
€351.398 (2021: €2.555.246) of which approx. €1.208 in UAH and
€221.840 in RON (Note 27) while the remaining are mainly denominated in
either USD,GBP or €.
The Group is exposed to interest rate risk in relation to its borrowings
(including continued and discontinued operations) amounting to €4.618.549
(31 December 2021: €9.726.465) as they are issued at variable rates tied to
the Libor or Euribor. Management monitors the interest rate fluctuations on a
continuous basis and evaluates hedging options to align the Group's strategy
with the interest rate view and the defined risk appetite. Although no hedging
has been applied for the reporting period, such may take place in the future
if deemed necessary in order to protect the cash flow of a property asset
through different interest rate cycles.
Management monitors the interest rate fluctuations on a continuous basis and
evaluates hedging options to align the Group's strategy with the interest rate
view and the defined risk appetite. Although no hedging has been applied for
the reporting period, such may take place in the future if deemed necessary in
order to protect the cash flow of a property asset through different interest
rate cycles.
42. Financial Risk Management (continued)
42.4 Economic Market Risk Management (continued)
Interest Rate Risk (continued)
As at 31 December 2022 the weighted average interest rate for all the interest
bearing borrowing and financial leases of the Group stands at 5,36% (31
December 2021: 5,07%).
The sensitivity analysis for LIBOR and EURIBOR changes applying to the
interest calculation on the borrowings principal outstanding as at 31 December
2022 is presented below:
Actual +100 bps +200 bps
as at 31.12.2022
Weighted average interest rate 5,36% 6,36% 7,36%
%Influence on yearly finance costs 30.304 60.608
The sensitivity analysis for LIBOR and EURIBOR changes applying to the
interest calculation on the borrowings principal outstanding as at
31 December 2021 is presented below:
Actual +100 bps +200 bps
as at 31.12.2021
Weighted average interest rate 5,07% 6,07% 7,07%
%Influence on yearly finance costs 83.074 1466.149
The Group's exposures to financial risk are discussed also in Note 7.
42.5 Credit Risk Management
The Group has no significant credit risk exposure. The credit risk emanating
from the liquid funds is limited because the Group's counterparties are banks
with high credit-ratings assigned by international credit rating agencies. The
Credit risk of receivables is reduced as the majority of the receivables
represent VAT to be offset through VAT income in the future. In respect of
receivables from tenants these are kept to a minimum of 2 months and are
monitored closely.
42.6 Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which applies a framework for the Group's short, medium and long
term funding and liquidity management requirements. The Treasury function of
the Group manages liquidity risk by preparing and monitoring forecasted cash
flow plans and budgets while maintaining adequate reserves. The following
table details the Group's contractual maturity of its financial liabilities.
The tables below have been drawn up based on the undiscounted contractual
maturities including interest that will be accrued.
42. Financial Risk Management (continued)
42.6 Liquidity Risk Management (continued)
Continued Operations
31 December 2022 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 66.570 66.570 66.570 - -
Prepayments and other receivables 4.153.162 4.153.162 4.153.162 - -
Financial Assets at FV through P&L 12.078.808 12.078.808 12.078.808 - -
Long-term Receivables and prepayments 824 824 - - 824
Total Financial assets 16.299.364 16.299.364 16.298.540 - 824
Financial liabilities
Borrowings 597.357 647.571 120.334 527.237 -
Trade and other payables 3.731.769 3.731.769 3.731.769 - -
Bonds issued 822.736 1.010.896 146.086 47.040 817.770
Taxes payable and provisions 617.093 617.093 37.574 579.519 -
Total Financial liabilities 5.768.955 6.007.329 4.035.763 1.153.796 817.770
Total net assets/(liabilities) 10.530.409 10.292.035 12.262.778 (1.153.796) (816.946)
Discontinued Operations
31 December 2022 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 284.828 284.828 284.828 - -
Long-term receivables 315.000 315.000 - - 315.000
Prepayments and other receivables 1.267.713 1.267.713 1.267.713 - -
Total Financial assets 1.867.541 1.867.541 1.552.541 - 315.000
Financial liabilities
Borrowings 4.021.192 4.033.067 4.018.994 14.073 -
Trade and other payables 431.307 431.307 423.467 - 7.840
Deposits from tenants 23.002 23.002 - - 23.002
Finance lease liabilities 6.225.930 7.165.206 568.486 555.418 6.041.302
Taxation 184.227 184.227 142.246 41.981 -
Total Financial liabilities 10.885.658 11.836.809 5.153.193 611.472 6.072.144
Total net assets/(liabilities) (9.018.117) (9.969.269) (3.600.652) (611.472) (5.757.144)
42. Financial Risk Management (continued)
42.6 Liquidity Risk Management (continued)
Continued Operations
31 December 2021 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 2.160.576 2.160.576 2.160.576 - -
Prepayments and other receivables 4.510.381 4.510.381 4.510.381 - -
Financial Assets at FV through P&L 7.470.722 7.470.722 7.470.722 - -
Long-term Receivables and prepayments 824 824 - - 824
Total Financial assets 14.142.503 14.142.503 14.141.679 - 824
Financial liabilities
Borrowings 1.703.566 1.862.279 570.795 1.291.484 -
Trade and other payables 4.396.123 4.396.123 4.396.123 - -
Bonds issued 1.327.056 1.595.855 360.414 67.200 1.168.241
Taxes payable and provisions 883.567 883.567 312.635 570.932 -
Total Financial liabilities 8.310.312 8.737.824 5.639.967 1.929.616 1.168.241
Total net assets/(liabilities) 5.832.191 5.404.679 8.501.712 (1.929.616) (1.167.417)
Discontinued Operations
31 December 2021 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 394.670 394.670 394.670 - -
Long-term receivables 333.263 333.263 - - 333.263
Prepayments and other receivables 1.240.028 1.240.028 1.240.028 - -
Total Financial assets 1.967.961 1.967.961 1.634.698 - 333.263
Financial liabilities
Borrowings 8.022.899 8.537.740 7.534.289 215.460 787.991
Trade and other payables 997.392 997.392 989.553 - 7.839
Deposits from tenants 64.231 64.231 - - 64.231
Finance lease liabilities 6.515.847 7.761.584 582.862 569.794 6.608.928
Taxation 243.310 243.310 213.540 29.770 -
Total Financial liabilities 15.843.679 17.604.257 9.320.244 815.024 7.468.989
Total net assets/(liabilities) (13.875.718) (15.636.296) (7.685.546) (815.024) (7.135.726)
43. Events after the end of the reporting period
a) Operating cost optimization measures
As part of the cost optimization process adopted by the Board, the Company
has agreed in 2023 with a Cyprus based advisory company wholly owned by the
Company's CEO Lambros Anagnostopoulos, to externalize all existing HR and
office costs in all jurisdictions that the Company currently operates in,
except Ukraine.
Such externalization will take place by the advisor assuming a) all direct
individual personnel contracts, b) the service contracts with local real
estate service providers, and c) all HR and office costs in Romania. In
return, SPDI will pay fixed monthly fee of EUR 24,000 plus VAT which
represents an annual reduction of 35% and 50% vis a vis similar costs incurred
by the Company in 2021 and 2020 respectively. Such fee has been set to reflect
effectively the reduced personnel time/cost and office costs of the Company
during this phase of transformation of the Company. The advisory contract will
be able to be terminated by either party with one month's notice, after an
initial period of eight months elapses.
b) Bluebigbox3 Srl insolvency procedure
During 2023, against Bluebigbox3 Srl has been opened an insolvency procedure
by Bucharest Tribunal, initiated by creditor Emeu Property Services for a due
liability of ~350.000 lei. The case is in strong connection with the main
litigation of the Company with Bluehouse (Note 40.3) since the above mentioned
creditor is an affiliate to Bluehouse and acted as Property Manager of the
Praktiker Craiova asset after its acquisition by the Company. The Company
believes that the creditor acted in sync with Bluehouse and concealed certain
key information which if revealed would have resulted in a significant
reduction of the final acquisition price. Bluebigbox3 Srl currently is idle
with no asset in its procession.
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