REG - Secure Property Dev - 2024 Interim Results
27/09/2024 15:30
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RNS Number : 0788G Secure Property Dev & Inv PLC 27 September 2024
27 September 2024
Secure Property Development & Investment PLC ('SPDI')
2024 Interim Results
Secure Property Development & Investment PLC, the AIM quoted Southern
Eastern European focused property company, is pleased to announce its full
year unaudited interim results for the period ended 30 June 2024.
Overview
· SPDI's portfolio consists of prime commercial and industrial real
estate investments in Southeastern Europe, leased to blue-chip tenants.
· In H1 2024, management worked to close the sale of Ukrainian assets
as part of Stage 2 of the transaction with Arcona Property Fund N.V., aiming
to finalise in 2024.
· The Arcona transaction, aims to merge SPDI's assets with Arcona's
Central European properties, benefiting shareholders of both companies.
· SPDI externalised HR and office costs in 2023, resulting in a 35%-50%
cost reduction compared to 2020-2021 levels.
· Net operating income increased by 1.7% to €0.4 million in H1 2024,
while administration costs, adjusted for one-off non-recurring elements
decreased by 30%, turning recurring EBITDA positive at €0.01 million.
Micheal Beys, Chairman of the Board, said: "I am pleased to report progress
during the first half of 2024. Despite the challenges posed by external
factors including the ongoing war in Ukraine, we have advanced the sale of our
Ukrainian assets as part of the broader transaction with Arcona Property Fund.
We are on track to complete this deal within the year, establishing a larger
company that will deliver for our shareholders.
Financially, we are seeing positive results, with a 1.7% increase in operating
income, a 30% reduction in administrative expenses, and a return to positive
recurring EBITDA.
I would like to take this opportunity to thank my fellow directors and the
management team for their continued efforts and our shareholders for their
continued support, and I look forward to providing positive updates in the
future"
Copies of the Interim Report and Accounts 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 purpose of Article 7 of
EU Regulation 596/2014
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
Susie Geliher St Brides Partners Ltd Tel: +44 (0) 20 7236 1177
Charlotte Page
1. Management Report
1.1 Corporate Overview & Financial Performance
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 H1 2024, management in line with the
Company's strategy to maximise value for shareholders, worked towards closing
the sale of the Ukrainian assets included in Stage 2 of the transaction 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, 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 includes 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
concluded in exchange for the issue to the Company of 479.376 new shares in
Arcona and 115.543 warrants over shares in Arcona. However, due to the Russian
invasion of Ukraine in February 2022, transfer process of the Ukrainian assets
included in Stage 2 of the transaction, was suspended. In H1 2024, management
worked intensively to resolve all relevant issues for the sale to be
concluded, and as at today the transactions are expected to close during 2024.
Furthermore, during 2023, as part of the cost optimisation process adopted by
the Board, the Company has implemented the externalisation of all existing HR
and office costs in all its operating jurisdictions, except Ukraine. As
already announced, the cost optimisation plan involves the agreement with a
Cyprus based advisory company wholly owned by the Company's CEO Lambros
Anagnostopoulos, which has assumed all direct individual personnel contracts,
all service contracts with local real estate service providers and all HR and
office costs in Romania, against a fixed monthly fee of EUR 24.000 plus VAT.
All relevant agreements have been signed during the period, and currently the
Company has externalised all HR costs. It is expected that the plan will
result in an annual reduction of 35% and 50% vis a vis similar costs incurred
by the group in 2021 and 2020 respectively. The agreed monthly fee has been
set to reflect effectively the reduced personnel time/cost and office expenses
of the Company during the current phase of the transformation of the Company.
Moreover, during H1 2024 and as part of the joint venture agreement with
Myrian Nes Limited for converting EUR 2,5 million of a loan into equity for
developing logistics properties in Romania, the parties have reached an
agreement involving the development of two different properties for the same
tenant in two regional Romanian cities. To that end, the joint venture vehicle
has been set up in Cyprus, head of terms with the tenant have been signed,
relevant formal agreements are currently in draft, and the permitting process
has also been initiated.
Operating income increased marginally by 1,7% at €0,7m during H1 2024,
driven by the increase in rental income due to indexation.
Administration expenses, adjusted for one-off non-recurring costs decreased by
approximately 30% to €0,39m. As a result, recurring EBITDA turned positive
to €0,01m from losses €0,49m in the comparative period. Net finance cost
decreased to €0,02m from €0,18m in H1 2023 and the operating result after
finance and taxes improved to a marginal loss of €0,01m, as compared to a
loss of €0,67m in the comparative period in 2023.
Table 1
EUR H1 2024 H1 2023
Continued Operations Discontinued Operations Total Continued Operations Discontinued Operations Total
Rental, Utilities, Asset Management fees 614,429 76,665 691,094 788,075 76,009 864,084
Income from Operations 614,429 76,665 691,094 788,075 76,009 864,084
Asset operating expenses - (286,446) (286,446) - (466,390) (466,390)
Net Operating Income 614,429 (209,781) 404,648 788,075 (390,381) 397,694
Share of profits from associates - - - - (335,533) (335,533)
Net Operating Income from Investments 614,429 (209,781) 404,648 788,075 (725,914) 62,161
Administration expenses (363,925) (30,463) (394,388) (510,811) (44,838) (555,649)
Operating Result (EBITDA) 250,504 (240,244) 10,260 277,264 (770,752) (493,488)
Finance Income/(Cost), net 116,682 (138,603) (21,921) 122,465 (303,748) (181,283)
Income tax expense - - (90) - (90)
Operating Result after Finance and Tax Expenses 367,186 (378,847) (11,661) 399,639 (1,074,500) (674,861)
Other income / (expenses), net (314) 7,760 7,446 (9,901) (71) (9,972)
One-off costs associated with non-recurring tasks (BH case, disposals) (19,644) (19,644) (92,000) - (92,000)
One-off costs associated with Arcona transaction (12,442) - (12,442) (21,021) - (21,021)
Fair value adjustments from Investment Properties - 127,550 127,550 - 33,150 33,150
Management incentives (185,000) - (185,000) - - -
Fair value (loss)/ gain on financial investments 146,509 - 146,509 (62,398) - (62,398)
Foreign exchange differences, net 23,041 (45,001) (21,960) (34,386) (19,066) (53,452)
Result for the year 319,336 (288,538) 30,798 179,933 (1,060,487) (880,554)
Exchange difference on translation due to presentation currency 85,474 85,474 - 1,080,634 1,080,634
Total Comprehensive Income for the year 319,336 (203,064) 116,272 179,933 20,147 200,080
2. Regional Economic Developments 1 (#_ftn1)
Following a growth reduction in 2023 to 2,1%, real GDP growth in Romania is
expected to increase by 3% in 2024, driven by strong private consumption as a
result of higher real disposable incomes. The government deficit is forecasted
to increase to 6,9% of GDP from 6,6% in 2023. This will be the result of
increased government expenditure, which will be driven by expected
double-digit increases in public sector wages.
The downward trend in inflation is expected to continue in 2024-2025, but will
remain slightly above the pre-2022 levels. The average inflation rate is
expected to decline to 5,9% this year and further down to 4% in 2025, compared
with 9,7% in 2023. Employment is expected to grow in 2024, with the
unemployment rate projected to decline marginally to below 5,5%.
Since February 2022, full-scale war and related security threats have posed a
significant systemic risk to the Ukrainian economy. Due to substantial
military spending, the Ukrainian economy will remain highly dependent on
international financial aid. According to preliminary estimates, Ukraine's GDP
grew by 5% in 2023 after falling by 28.8% in 2022.
Since 2022, the Ukrainian hryvnia significantly depreciated against major
foreign currencies. Since the beginning of the war in Ukraine, a fixed rate
regime has operated. However, in the fourth quarter of 2023, the National Bank
of Ukraine (NBU) introduced a regime of managed flexibility of the exchange
rate, under which the official rate will be determined by operations on the
interbank foreign exchange market with the active participation of the NBU.
Risks to the stability of the currency market and the financial sector did not
materialise. In beginning of 2024, the NBU further eased a number of
currency restrictions.
During the period, Fitch Rating confirmed the long-term sovereign rating of
Ukraine in foreign and national currencies at the level of "ССС/ССС" and
the short-term sovereign rating of Ukraine in foreign and national currencies
at the level of "C/C".
Operating income increased marginally by 1,7% at €0,7m during H1 2024,
driven by the increase in rental income due to indexation.
Administration expenses, adjusted for one-off non-recurring costs decreased by
approximately 30% to €0,39m. As a result, recurring EBITDA turned positive
to €0,01m from losses €0,49m in the comparative period. Net finance cost
decresed to €0,02m from €0,18m in H1 2023 and the operating result after
finance and taxes improved to a marginal loss of €0,01m, as compared to a
loss of €0,67m in the comparative period in 2023.
3. Real Estate Market Devlopments
3.1 Romania
During the first half of 2024, real estate investment volume in Romania
increased almost two and a half times, compared to the same period in 2023, to
~€420 million. Market participants expect this figure to reach €1 billion
by the end of 2024, marking a strong recovery during the year for domestic
real estate market.
Retail properties accounted for 48% of total investment volume, followed
closely by industrial properties which had a 44% share. On the other hand, the
hotel sector secured a 6% share of total investment volume, outperforming
office properties which accounted just for 2% of total investment volume, due
to the significant increase in foreign tourism during the last years.
During the first half of the year, prime yields observed in retail properties
saw a decrease to 8%, while industrial yields remained stable at 7,75%.
By the end of 2024, it is expected that ~400.000 sq m of modern spaces will be
added to industrial stock, leading total prime stock in Romania well above the
7 million sq m level mark. Bucharest remains the main destination with 3,6
million sq m. Vacancy rate of Romania's industrial/ logostics prime stock
stands at 5,6%, headline rent stands at 4,5 EUR sq m/month, while net
effective rent at 4,1 EUR sq m/month.
3.2 Ukraine
The real estate market in Ukraine remains severely disrupted since the
invasion of the country by Russia in February 2022. Given the ongoing
conflict, any relevant real estate market activity during the period is
severely depressed. The country is operating under martial law, so there are
no available statistics and/or publications, and therefore no meaningful
statements and inferences can be made for the local real estate market.
4. Propert Assets
4.1 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 end of current period the terminal was 82% leased. The anchor tenant
with 46% share 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 the last relevant agreement, Favorit's leases
extended until 2026. During 2023, the Company signed a new lease agreement
with Baustoff + Metall for 3.000 sq m ambient storage space plus office
space.
4.2 Residential portfolio
Greenlake, Bucharest, Romania
This 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, is 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 2023 all units of the complex were sold.
4.3 Land Assets
Kiyanovskiy Residence - Kiev, Ukraine
The Kiyanovskiy Residence 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. Leasehold has been recently extended for a 10-year period.
The asset is part of Stage 2 of the Arcona transaction and relevant SPA for
its disposal has already been signed in June 2021. However, closing has been
postponed due to the invasion of Russia in Ukraine, and the relevant parties
are trying to conclude the transaction in 2024.
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 Russia in Ukraine. 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 Russia in Ukraine, with the parties trying to
conclude the transaction during 2024.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2024
Note 30 June 2024 30 June 2023
Continued Operations € €
Income 10 614.429 788.075
Net Operating Income 614.429 788.075
Administration expenses 12 (581.011) (623.832)
Other operating income/(expenses), net 14 (314) (9.901)
Fair value gains/(losses) on financial assets at FV through P&L 24 146.509 (62.398)
Operating profit/(Loss) 179.613 91.944
Finance income 15 145.839 159.777
Finance costs 15 (29.157) (37.312)
Profit/ (Loss) before tax and foreign exchange differences 296.295 214.409
Foreign exchange gains/(losses), net 16a 23.041 (34.386)
Profit / (Loss) before tax 319.336 180.023
Income tax expense 17 - (90)
Profit/ (Loss) for the period from continuing operations 319.336 179.933
Profit/(Loss) from discontinued operations 9b (288.538) (1.060.487)
Profit/(Loss) for the period 30.798 (880.554)
Other comprehensive income
85.474 1.080.634
Exchange difference on translation of foreign operations 27
Total comprehensive income for the period 116.272 200.080
Profit/ (Loss) for the period from continued operations attributable to:
Owners of the parent 319.336 179.933
Non-controlling interests - -
319.336 179.933
Profit/(Loss) for the period from discontinued operations attributable to:
Owners of the parent (277.774) (1.051.053)
Non-controlling interests (10.764) (9.434)
(288.538) (1.060.487)
Profit/(Loss) for the period attributable to:
Owners of the parent 41.562 (871.120)
Non-controlling interests (10.764) (9.434)
30.798 (880.554)
Total comprehensive income attributable to:
Owners of the parent 126.590 212.877
Non-controlling interests (10.318) (12.797)
116.272 200.080
Earnings/(losses) per share (Euro per share): 35 b,c
Basic earnings/(losses) for the period attributable to ordinary equity owners 0,002 0,001
of the parent
Diluted earnings/(losses) for the period attributable to ordinary equity 0,002 0,001
owners of the parent
Basic earnings/(losses) for the period from discontinued operations
attributable to ordinary equity owners of the parent (0,002) (0,008)
Diluted earnings/(losses) for the period from discontinued operations
attributable to ordinary equity owners of the parent (0,002) (0,008)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the six months ended 30 June 2024
Note 30 June 2024 30 June 2023
Continued Operations € €
Income 10 614.429 788.075
Net Operating Income 614.429 788.075
Administration expenses 12 (581.011) (623.832)
Other operating income/(expenses), net 14 (314) (9.901)
Fair value gains/(losses) on financial assets at FV through P&L 24 146.509 (62.398)
Operating profit/(Loss) 179.613 91.944
Finance income 15 145.839 159.777
Finance costs 15 (29.157) (37.312)
Profit/ (Loss) before tax and foreign exchange differences 296.295 214.409
Foreign exchange gains/(losses), net 16a 23.041 (34.386)
Profit/ (Loss) before tax 319.336 180.023
Income tax expense 17 - (90)
Profit/ (Loss) for the period from continuing operations 319.336 179.933
Profit/(Loss) from discontinued operations 9b (288.538) (1.060.487)
Profit/(Loss) for the period 30.798 (880.554)
Other comprehensive income
85.474 1.080.634
Exchange difference on translation of foreign operations 27
Total comprehensive income for the period 116.272 200.080
Profit/ (Loss) for the period from continued operations attributable to:
Owners of the parent 319.336 179.933
Non-controlling interests - -
319.336 179.933
Profit/(Loss) for the period from discontinued operations attributable to:
Owners of the parent (277.774) (1.051.053)
Non-controlling interests (10.764) (9.434)
(288.538) (1.060.487)
Profit/(Loss) for the period attributable to:
Owners of the parent 41.562 (871.120)
Non-controlling interests (10.764) (9.434)
30.798 (880.554)
Total comprehensive income attributable to:
Owners of the parent 126.590 212.877
Non-controlling interests (10.318) (12.797)
116.272 200.080
Earnings/(losses) per share (Euro per share): 35 b,c
Basic earnings/(losses) for the period attributable to ordinary equity owners
of the parent
0,001
0,002
Diluted earnings/(losses) for the period attributable to ordinary equity 0,002 0,001
owners of the parent
Basic earnings/(losses) for the period from discontinued operations
attributable to ordinary equity owners of the parent (0,002) (0,008)
Diluted earnings/(losses) for the period from discontinued operations
attributable to ordinary equity owners of the parent (0,002) (0,008)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2024
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 1 January 2023 1.291.281 72.107.265 (68.560.594) (211.199) 8.484.507 13.111.260 369.399 13.480.659
Loss for the year - - (871.120) - - (871.120) (9.434) (880.554)
Foreign currency translation reserve - - - 1.083.997 1.083.997 (3.363) 1.080.634
Balance 30 June 2023 1.291.281 72.107.265 (69.431.714) (211.199) 9.568.504 13.324.137 356.602 13.680.739
Profit for the year - - 7.347.998 - - 7.347.998 (11.792) 7.336.206
Foreign currency translation reserve - - - - (2.014.403) (2.014.403) 1.781 (2.012.622)
Disposal of subsidiaries - - - - - - (232.923) (232.923)
Balance 31 December 2023 1.291.281 72.107.265 (62.083.716) (211.199) 7.554.101 18.657.732 113.668 18.771.400
Loss for the year - - 41.562 - - 41.562 (10.764) 30.798
Foreign currency translation reserve - - - 85.028 85.028 446 85.474
Balance 30 June 2024 1.291.281 72.107.265 (62.042.154) (211.199) 7.639.129 18.784.322 103.350 18.887.672
(1) Share premium is not available for distribution.
(2) Companies, which do not distribute 70% of their profits after tax, as
defined by the Special Contribution for the Defence of the Republic Law,
within two years after the end of the relevant tax year, will be deemed to
have distributed this amount as dividend on the 31 of December of the second
year. The amount of the deemed dividend distribution is reduced by any actual
dividend already distributed by 31 December of the second year for the year
the profits relate. The Company pays special defence contribution on behalf of
the shareholders over the amount of the deemed dividend distribution at a rate
of 17% (applicable since 2014) when the entitled shareholders are natural
persons tax residents of Cyprus and have their domicile in Cyprus. In
addition, from 2019 (deemed dividend distribution of year 2017 profits), the
Company pays on behalf of the shareholders General Healthcare System (GHS)
contribution at a rate of 2,65% (31.12.2019: 1,70%), when the entitled
shareholders are natural persons tax residents of Cyprus, regardless of their
domicile.
(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 37.3).
(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 unrealised 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.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2024
Note 30 June 2024 30 June 2023
€ €
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax and non-controlling interests-continued operations 319.336 180.023
Profit/(Loss )before tax and non-controlling interests-discontinued operations 9b (288.538) (1.060.487)
Profi/(Loss) before tax and non-controlling interests 30.798 (880.464)
Adjustments for:
(Gains)/losses on revaluation of investment property 13 (127.550) (33.150)
Depreciation/ Amortization charge 12 115 399
Finance income 15 (145.867) (160.226)
Interest expense 15 165.810 338.516
Share of profit from associates 20 - 335.533
Fair value change on financial investment 24 (146.509) 62.398
Effect of foreign exchange differences 16a 21.960 53.452
Cash flows from/(used in) operations before working capital changes (201.243) (283.542)
Change in prepayments and other current assets 23 (227.566) 169.629
Change in trade and other payables and borrowings 31 544.345 484.194
Change in VAT and other taxes receivable 23 (12.547) (42.090)
Change in other taxes payables 33 5.115 (88.739)
Change in provisions 33 - (399.410)
Cash generated from operations 108.128 (159.958)
Income tax paid (12) (15.313)
Net cash flows provided/(used) in operating activities 108.116 (175.271)
CASH FLOWS FROM INVESTING ACTIVITIES
Dividend received from associates 20 - 94.952
Repayment of principle amount of loans receivable 23 55.490 591.194
Interest received 23 94.510 178.194
(Increase)/Decrease in long term receivable 22 - 4
Net cash flows from / (used in) investing activities 150.000 864.344
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of principle amount of borrowings 29 - (392.500)
Interest and financial charges paid 29 (170.515) (250.270)
Repayment of financial lease principal 34 (187.779) (140.642)
Net cash flows from / (used in) financing activities (358.294) (783.412)
Net increase/(decrease) in cash at banks (100.178) (94.399)
Cash:
At beginning of the period 497.389 351.398
At end of the period 26 397.211 256.999
Notes to the Condensed Consolidated Interim Financial Statements
while its principal place of business is in 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, and Kiev, Ukraine.
As at the reporting date, the companies of the Group employed and/or used the
services of 2 full time equivalent people, (2023: 2 full time equivalent
people).
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
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).
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
2024. 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 recognises 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 recognised 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 recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised 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
recognised 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 recognised, to reflect new
information obtained about facts and circumstances that existed at the
acquisition date that, if known, would have affected the amounts recognised 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. Unrealised 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 recognised 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 recognised 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
recognised in other comprehensive income are reclassified to profit or loss.
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 the
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 recognised 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 for the period Closing as at
Currency 1 Jan 2024 - 30 June 2024 1 Jan 2023 - 31 Dec 2023 1 Jan 2023 - 30 June 2023 30 June 2024 31 December 2023 30 June 2023
USD 1,0814 1,0813 1,0807 1,0705 1,1050 1,0866
UAH 42,1824 39,5582 39,5226 43,3547 42,2079 40,0006
RON 4,9743 4,9465 4,9335 4,9771 4,9746 4,9634
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 as determined annually by external valuers and
reviewed by Management who finally decides on reported values. 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
prescribed 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.
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 believes 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 derecognised 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
recognised 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 recognised
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 once a year by chartered surveyors (hereafter
"appraisers"). The Group appointed valuers in 2014, which remain the same the
period ending 30 June 2024:
· 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 wherein
the parties had each acted knowledgeably, prudently and without compulsion".
In expressing opinions on Market Value, in certain cases the appraisers have
estimated net annual rentals/income from the 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 realisation 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 capitalised
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 capitalised into perpetuity.
The capitalisation 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 recognised directly in profit or
loss in the consolidated statement of comprehensive income. An impairment loss
recognised 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 amortisation 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 recognised
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 amortisation 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.
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 derecognised 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 recognised 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.
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.
4.9.3 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.
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 om 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.
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 commencement date;
- 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
recognised 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 capitalised as part of the cost of that asset.
Fees paid on the establishment of loan facilities are recognised 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
capitalised 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,
amortisation 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.
4.12 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 recognised 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 recognised 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 recognised for the asset (cash‑generating unit) in prior years. A
reversal of an impairment loss is recognised 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 recognised 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 recognised 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 recognises 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 recognised 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 recognised 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 recognised as an
asset if it is virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
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 recognised 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
recognised on the following bases:
4.19.1 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.
4.19.2 Dividend income
Dividend income from investments is recognised 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).
4.19.3 Interest income
Interest income is recognised on a time-proportion (accrual) basis, using the
effective interest rate method.
4.19.4 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 recognised 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 capitalisation.
All other borrowing costs are recognised 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.
4.24 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 recognised to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised.
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 recognised in the statement of comprehensive
income, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and
deferred tax are also recognised 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 recognised 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.
4.26 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 Land Assets
· Warehouse segment · Land assets - the Group owns a number of land assets which are
either available for sale or for potential development
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
At the date of approval of these financial statements, standards and
interpretations were issued by the International Accounting Standards Board
which were not yet effective. Some of them were adopted by the European Union
and others not yet. The Board of Directors expects that the adoption of these
accounting standards in future periods will not have a material effect on the
financial statements of the Company.
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. For the current period,
the Group has used the same fair values as those determined for 31 December
2023. (Note 18.2).
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
recognises 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 recognised 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
realised 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.
Since the invasion, the Ukrainian economy is being damaged heavily, exposing
risks that are not typical and creating challenges for businesses located and
operating in the country. 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.
Full-scale war and related security threats are a key systemic risk to the
Ukrainian economy. Due to significant military expenditures, the economy will
remain highly dependent on international financial aid. According to
preliminary estimates, Ukraine's GDP grew by 5% in 2023 after falling by ~30%
in 2022.
In 2022, the Ukrainian hryvnia significantly depreciated against major foreign
currencies. Since the beginning of the full-scale war in Ukraine, a fixed rate
regime has operated. And in the fourth quarter of 2023, the National Bank
introduced a regime of managed flexibility of the exchange rate, under which
the official rate will be determined by operations on the interbank foreign
exchange market with the active participation of the NBU. Risks to the
stability of the currency market and the financial sector did not materialise.
Early this year, the National Bank once again eased a number of currency
restrictions.
Moreover, during the current period, Fitch Ratings re-confirmed the long-term
sovereign rating of Ukraine in foreign and national currencies at the level of
"ССС/ССС-" and the short-term sovereign rating of Ukraine in foreign and
national currencies at the level of "C/C". This followed earlier assessment in
September 2023, when Standard & Poor's assessed the long-term sovereign
rating of Ukraine in foreign and national currencies for the year at the level
of "ССС/ССС+" and the short-term sovereign rating of Ukraine in foreign
and national currencies at the level of "C/C".
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, has decided to value the
Ukrainian assets lower than the last values as provided by the third-party
valuers (CBRE Ukraine) at 2023 year end. As a result, the Ukrainian assets
contribute €1,59 million in Group's assets, as compared to €3,09 million
provided by the valuers as at 31 December 2023.
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
Based on the performance during the first half of the year, Romanian economy
is expected to grow by 2,9% in 2024 compared to 2,1% in 2023, continuing the
positive upward trend that started in 2021 and is forecasted to be maintained
during the following two years as well.
GDP growth results mainly due to robust domestic demand as a result of the
increased average disposable income of the local citizens. The unemployment
rate is expected to fall marginally to levels just above 5%, having also
downward trends for the forthcoming years. Inflation overall 2024 in Romania
is expected to decrease to 5,9%, almost 5% down from 2023 levels, influenced
by adjustments to agri-food prices and the decreasing dynamics of import
prices.
At the end of the first half of 2024, the National Bank of Romania maintained
the monetary policy interest rate at 7.00%, the same value since January 2023.
The NBR decisions are intended to align the annual inflation rate with the
target of 2.5 percent 1 percentage point.
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 recognised 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 political uncertainty in Ukraine, and any probable currency
devaluation may affect the Group's financial position.
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
optimisation of the debt and equity balance. The Group's core strategy is
described in Note 40.1 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 minimise 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 Related Asset as at as at as at
30 June 2024 31 Dec 2023 30 June 2023
SC Secure Capital Limited Cyprus 100 100 100
LLC Aisi Ukraine Ukraine Kiyanovskiy Residence 100 100 100
LLC Trade Center Ukraine 100 100 100
LLC Almaz‑Pres‑Ukraine Ukraine Tsymlyanskiy Residence* 55 55 55
LLC Retail Development Balabino** Ukraine 100 100 100
LLC Interterminal** Ukraine 100 100 100
LLC Aisi Ilvo Ukraine 100 100 100
Myrnes Innovations Park Limited Cyprus Innovations Logistics Park 100 100 100
Best Day Real Estate Srl Romania 100 100 100
Yamano Holdings Limited Cyprus 100 100 100
Zirimon Properties Limited Cyprus Delea Nuova (Delenco) - - 100
Bluehouse Accession Project IX Limited Cyprus 100 100 100
BlueBigBox 3 Srl *** Romania - - -
SEC South East Continent Unique Real Estate Investments II Limited Cyprus 100 100 100
SEC South East Continent Unique Real Estate (Secured) Investments Limited Cyprus - - 100
Ketiza Holdings Limited Cyprus 90 90 90
Frizomo Holdings Limited Cyprus 100 100 100
SecMon Real Estate Sr Romania 100 100 100
Ketiza Real Estate Srl Romania 90 90 90
Edetrio Holdings Limited Cyprus - - 100
Emakei Holdings Limited Cyprus - - 100
RAM Real Estate Management Limited Cyprus - - 50
Iuliu Maniu Limited Cyprus - - 45
Moselin Investments Srl Romania - - 45
Jenby Ventures Limited** Cyprus 44,30 44,30 44,30
Ebenem Limited** Cyprus 44,30 44,30 44,30
Sertland Properties Limited Cyprus - - 100
SPDI Management Srl Romania 100 100 100
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 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 insurgence of Ukraine. The
Management remains confident that the Company will be awarded the lease
extension once the war status permits.
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. Bluehouse Accession Project IV Limited,
Demetiva Holdings Limited, Diforio Holdings Limited and Mofben Investments
Limited were already deleted from registrar of Companies. Jenby Ventures
Limited and Ebenem Limited are still expected relevant official clearance from
local Trade Registry and Tax Authorities 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.
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. The case is associated with the Bluehouse litigation
case (Note 38.3). Following the settlement made with BLUEHOUSE ACCESSION
PROPERTY HOLDING III S.A.R.L. pursuant to a consensual order issued by the
District Court of Nicosia in action no. 3362/2018, relevant legal motions
against Bluebigbox3 Srl have been withdrawn. In relation to the insolvency
procedure of the company, on 17 September 2024 the court postponed the
scheduled hearing for 02 October 2024, when the judicial administrator will
file the request to close the bankruptcy procedure before the court. Following
this, SPDI will re-gain control and will start the process of an ordinary
liquidation, since the entity does no longer hold any assets.
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 included in Stage 2 of the transaction, discussions for closing had
been put on hold after the invasion of Russia in the country, however
currently negotiations have re-emerged, a commercial agreement has been
reached, and relevant closing documentation is drafted for execution which is
expected during Q4 2024.
During 2023, the Company sold through a third-party transaction, SEC South
East Continent Unique Real Estate (Secured) Investments Limited along with its
subsidiaries, which no longer possessed any asset.
The companies that are classified under discontinued operations are the
followings:
• Cyprus: Frizomo Holdings Limited and Ketiza Holdings Limited
• Romania: Best Day Real Estate Srl, Ketiza 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.(b) Results of discontinued operations
For the period ended 30 June 2024
Note 30 June 2024 30 June 2023
€ €
Income 10 76.665 76.009
Asset operating expenses 11 (286.446) (466.390)
Net Operating Income (209.781) (390.381)
Administration expenses 12 (30.463) (44.838)
Share of profits/(losses) from associates 20 - (335.533)
Valuation gains from Investment Property 13 127.550 33.150
Other operating income/(expenses), net 14 7.760 (71)
Operating profit (104.934) (737.673)
Finance income 15 28 449
Finance costs 15 (138.631) (304.197)
Profit /(Loss) before tax and foreign exchange differences (243.537) (1.041.421)
Foreign exchange (loss), net 16a (45.001) (19.066)
Profit/(Loss) before tax (288.538) (1.060.487)
Income tax expense 17 - -
Profit/(Loss) for the year (288.538) (1.060.487)
Profit/(Loss) attributable to:
Owners of the parent (277.774) (1.051.053)
Non-controlling interests (10.764) (9.434)
(288.538) (1.060.487)
9.(c) Cash flows from(used in) discontinued operations
30 June 2024 30 June 2023
€ €
Net cash flows provided in operating activities (250.083) (348.415)
Net cash flows from / (used in) financing activities 28 94.977
Net cash flows from / (used in) investing activities (356.886) (239.742)
Net increase/(decrease) from discontinued operations (606.941) (493.180)
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 30 June 2024:
Note 30 June 2024 31 December 2023
€ €
Assets classified as held for sale
Investment properties 18.4 11.307.386 11.257.513
Tangible and intangible assets 21 6 25
Long-term receivables and prepayments 22 315.000 315.000
Prepayments and other current assets 23 543.648 409.776
Cash and cash equivalents 25 218.838 345.148
Total assets of group held for sale 12.384.878 12.327.462
Liabilities directly related with assets classified as held for sale
Borrowings 29 100 71
Finance lease liabilities 34 5.802.625 5.943.201
Trade and other payables 31 498.955 488.612
Taxation 33 150.954 155.872
Deposits from tenants 32 23.002 23.002
Total liabilities of group held for sale 6.475.636 6.610.758
10. Income
Income from continued operations for the period ended 30 June 2024 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.
The increase in the rental income is a result of rent indexation and the
decrease in service charges and utility income is a result of the
de-escalation of energy and utility prices, which are re-invoiced to the
tenants.
Continued operations 30 June 2024 30 June 2023
€ €
Rental income 414.437 384.909
Service charges and utilities income 199.992 403.166
Total income 614.429 788.075
Income from discontinued operations for the period ended 30 June 2024
represents 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).
Discontinued operations (Note 9) 30 June 2024 30 June 2023
€ €
Rental income 67.918 64.265
Service charges and utilities income 8.747 11.744
Total income 76.665 76.009
Occupancy rates in the various income producing assets of the Group as at 30
June 2024 were as follows:
Income producing assets
% 30 June 2024 30 June 2023
Innovations Logistics Park Romania 82 80
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 operation of
the assets.
Under discontinued operations are all the expenses related to Innovations
Logistics Park (Romania) and all Ukrainian properties.
Discontinued operations (Note 9) 30 June 2024 30 June 2023
€ €
Property related taxes (41.153) (24.961)
Repairs and technical maintenance (27.163) (12.362)
Utilities (190.587) (405.121)
Property security (21.589) (21.573)
Property insurance (5.184) (329)
Leasing expenses (770) (2.044)
Total (286.446) (466.390)
Property related taxes reflect local taxes of land and building properties (in
the form of land taxes, building taxes, garbage fees, etc.).
Repairs and technical maintenance reflect the relevant works performed on
properties during the period for facilitating their proper use, and/ or
successful sale. Relevant increase reflects works conducted in Innovations
terminal.
Utilities decrease resulted from de-escalation of energy prices associated
with the Innovations terminal in Bucharest, matched effectively with the
dencreased service charges and utilities income, as these were invoiced by the
Company and included in continued operations.
Leasing expenses reflect expenses related to long term land leasing.
12. Administration Expenses
Continued operations 30 June 2024 30 June 2023
€ €
Salaries and Wages (8.640) (49.479)
Incentives pursuant to RemCo proposal (185.000) -
Advisory and broker fees (153.229) (167.593)
Public group expenses (79.389) (96.601)
Corporate registration and maintenance fees (21.599) (24.618)
VAT Expensed (1.822) (3.868)
Audit and accounting fees (37.283) (45.991)
Tax advisory services - (70.000)
Legal fees (23.047) (76.430)
Depreciation/Amortisation charge (76) (349)
Corporate operating expenses (70.926) (88.903)
Total Administration Expenses (581.011) (623.832)
Discontinued operations (Note 9) 30 June 2024 30 June 2023
€ €
Salaries and Wages (12.108) (9.882)
Advisory fees and broker fees (2.149) -
Corporate registration and maintenance fees (5.899) (12.968)
VAT Expensed (1.021) (3.236)
Audit and accounting fees (5939) (13.355)
Legal fees - (1.505)
Depreciation/Amortisation charge (39) (50)
Corporate operating expenses (3.308) (3.842)
Total Administration Expenses (30.463) (44.838)
Salaries and wages include the remuneration of the CEO (H12024: €0, H12023:
€0), and the administrators in Ukraine. The minimisation of these costs came
as a result of the externalization of all HR costs after April 2023, except
those in Ukraine, as part of the cost reduction plan adopted by the board.
Incentives provided in H1 2024 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.
Tax advisory fees in H1 2023 are related to ad-hoc fees paid to advisors for
applying and succeeding a new tax ruling for the Company, which based on
current structure of operations, is expected to produce significantly lower
imposed taxes, while its application has produced beneficial retrospective
results.
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.
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.
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 18.2, are presented in the tables below.
Discontinued operations (Note 9)
Property Name (€) Valuation gains/(losses)
30 June 2024 30 June 2023
€ €
Kiyanovskiy Residence 109.254 11.150
Rozny Lane 13.416 (9.491)
Innovations Logistics Park 4.880 31.491
Total 127.550 33.150
* 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 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 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 continues the same in every period since
then.
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. Other operating income/(expenses), net
Continued operations 30 June 2024 30 June 2023
€ €
Other income - 9.003
Other income - 9.003
Penalties (280) (192)
Other expenses (34) (18.712)
Other expenses (314) (18.904)
Other operating income/(expenses), net (314) (9.901)
Discontinued operations (Note 9) 30 June 2024 30 June 2023
€ €
Other income 7.764 -
Other income 7.764 -
Penalties - (68)
Other expenses (4) (3)
Other expenses (4) (71)
Other operating income/(expenses), net 7.760 (71)
Continued operations
Other income in H1 2023 represents income from services to associate
companies.
Discontinued operations
Other income in H1 2024 represents income regarding land tax recalculation In
Ukrainian properties.
15. Finance costs and income
Continued operations
Finance income 30 June 2024 30 June 2023
€ €
Interest received from non-bank loans 145.839 159.777
Total finance income 145.839 159.777
Finance costs 30 June 2024 30 June 2023
€ €
Interest expenses (non-bank) (Note 37.1.2) (4.044) (11.455)
Finance charges and commissions (1.332) (2.206)
Bonds interest (23.781) (23.651)
Total finance costs (29.157) (37.312)
Net finance result 116.682 122.465
Discontinued operations (Note 9)
Finance income 30 June 2024 30 June 2023
€ €
Interest received from non-bank loans (Note 37.1.1) - 424
Interest received from bank deposits 28 25
Total finance income 28 449
Finance costs 30 June 2024 30 June 2023
€ €
Interest expenses (bank) - (158.792)
Finance leasing interest expenses (137.985) (144.618)
Finance charges and commissions (646) (787)
Total finance costs (138.631) (304.197)
Net finance result (138.603) (303.748)
Continued operations
Interest income from non-bank loans, reflects 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 23). The remaining principal plus the
interest is repaid in installments, expected to be fully repaid by the end of
2024. The loan is bearing a fixed interest rate of 10%.
Interest expenses represent interest charged on Bank and non-Bank borrowings
(Note 29).
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 30).
Discontinued operations
Interest income from non-bank loans, reflects income from loans granted by the
Group for financial assistance of associates.
Interest expenses represent interest charged on Bank and non-Bank borrowings
(Note 29).
Finance leasing interest expenses relate to the sale and lease back agreements
of the Group (Note 34).
Finance charges and commissions include regular banking commissions and
various fees imposed by the Banks.
16. 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 profit for the year ended 30 June 2024 from continued operations
amounted to €23.041 (30 June 2023: loss €34.386).
The exchange loss from discontinued operations for the year ended 30 June 2024
amounted to €45.001 (30 June 2023: loss €19.066) (Note 9).
17. Tax Expense
Continued operations 30 June 2024 30 June 2023
€ €
Income and defence tax expense - (90)
Taxes - (90)
Discontinued operations (Note 9) 30 June 2024 30 June 2023
€ €
Income and defence tax expense - -
Taxes - -
For the period ended 30 June 2024 the corporate income tax rate for the
Group's subsidiaries are as follows: in Ukraine 18%, and in Romania 16%. The
corporate tax that is applied to the qualifying income of the Company and its
Cypriot subsidiaries is 12,5%.
18. Investment Property
18.1 Investment Property Presentation
Investment Property consists of the following assets:
Income Producing Assets
· 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 at the end of the
reporting period is 82% leased.
Residential Assets
· At the end of the reporting period the Company does not own any
more residential units, having sold during the previous period the remaining
residential portfolio.
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. The
Company recently secured for the leashold part of the property a 10-year
extension.
· 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 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 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.
18.2 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
30 June 2024 (€) Fair Value movements Asset Value at the Beginning of the period or at Acquisition/Transfer date
Asset Name Type Carrying amount as at 30/06/2024 Foreign exchange translation difference Fair value gain/(loss) based on local currency valuations Disposals H1 2024 Additions Carrying amount as at 31/12/2023
H1 2024
Kiyanovskiy Residence Land 1.167.679 (72.797) 109.254 - - 1.131.222
Tsymlyanskiy Residence Land 1 - - - - 1
Rozny Lane Land 429.706 - 13.416 - - 416.290
Total Ukraine 1.597.386 (72.797) 122.670 - - 1.547.513
Innovations Logistics Park Warehouse 9.710.000 (4.880) 4.880 - - 9.710.000
Total Romania 9.710.000 (4.880) 4.880 - - 9.710.000
Total 11.307.386 (77.677) 127.550 - - 11.257.513
2023 (€) Fair Value movements Asset Value at the Beginning of the period or at Acquisition/Transfer date
Asset Name Type Carrying amount as at 31/12/2023 Foreign exchange translation difference Fair value gain/(loss) based on local currency valuations (b) Disposals 2023 Additions Carrying amount as at 31/12/2022
(a) 2023
Kiyanovskiy Residence Land 1.131.222 (97.359) (177.757) - - 1.406.338
Tsymlyanskiy Residence Land 1 - - - - 1
Rozny Lane Land 416.290 - (99.367) - - 515.657
Total Ukraine 1.547.513 (97.359) (277.124) - - 1.921.996
Innovations Logistics Park Warehouse 9.710.000 (53.394) 53.394 - 9.710.000
Total Romania 9.710.000 (53.394) 53.394 - - 9.710.000
TOTAL 11.257.513 (150.753) (223.730) - - - 11.631.996
18.3 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
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Kiyanovskiy Residence Podil, Land for residential development LLC Aisi Ukraine 1.167.679
Kiev City Center LLC Trade Center - 1.131.222
-
Tsymlyanskiy Residence Podil, Land for residential LLC Almaz‑Pres‑Ukraine 1
Kiev City Center Development - 1
-
Rozny Lane Brovary district, Kiev Land for residential SC Secure Capital Limited 429.706
Development - 416.290
-
Total Ukraine - 1.597.386 - 1.547.513
Innovations Logistics Park Clinceni, Bucharest Warehouse Myrnes Innovations Park Limited 9.710.000
Best Day Real Estate Srl - 9.710.000 -
Total Romania - 9.710.000 - 9.710.000
TOTAL - 11.307.386 - 11.257.513
18.4 Investment Property analysis
a. Investment Properties
The following assets are presented under Investment Property: Innovations
Logistics park in Romania, and Kiyanovskiy, Tsymlyanskiy and Rozny Lane land
assets in Ukraine.
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
At the beginning of the reporting period - 11.257.513 - 11.631.996
Revaluation gains/(losses) on investment property - 127.550 - (223.730)
Translation difference - (77.677) - (150.753)
As at the end of the reporting period - 11.307.386 - 11.257.513
19. Investment Property Acquisitions, Goodwill Movement and Disposals
19.1 Acquisition and disposal of associate Equardo Holding Limited
The Company in 2023 acquired the remaining 50% of the share capital of Equardo
Holdings Limited (Note 21) for the consideration price of €90.000 increasing
its participation in the company to 100% having a NAV of €180.218. Equardo
has an indirect investment in a large land plot in Bucharest with a
substantially higher value, yet the monetisation of such invesment is of
increased risk and is expected to take substantial time. As such the Company
sold this investment to the subsidiary Sertland Properties Limited in exchange
of intra group payables of € 2.205.145, i.e. generating a book profit on
disposdal of €2.024.927.
19.2 Acquisition and disposal of Nottin Holdings Limited
The Company in 2023 acquired the 33,3% of Nottin Holding Limited and a
receivable from the company amounting to €93.300 for a consideration of
€1. Nottin Holdings Limited has an indirect investment in a large property
and land plot in Belgrade with a substantially higher value, yet the
monetisation of such invesment is of increased risk and is expected to take
substantial time. As such the Company sold this investment to the subsidiary
Zirimon Properties Limited in exchange of intra group payables of €
5.604.753, i.e. generating a book profit on disposdal of €5.604.752.
19.3 Disposal of SEC I
The Company in 2023 proceeded to the sale of SEC I group to a 3(rd) party.
20. Investments in associates
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Cost of investment in associates at the beginning of the period - - 335.534
1
Aqusition of investment in associate - - - 90.000
Share of profits/(losses) from associates - - - (245.316)
Dividend Income - - - -
Disposal of investments - - (1) (180.218)
Foreign exchange difference - - - -
Total - - - -
As at 30 June 2024, the Group has no associates, as they were all sold during
2023.
As at 31 December 2023, 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)
€ € € % €
GreenLake Project - Phase A GreenLake Development Srl - - (607.969) 40,35 (245.316) Romania Residential assets
Vic City Project Equardo Holdings Limited - - (11.288) 50 - Romania Land
Total - - (619.257) (245.316)
21. Tangible and intangible assets
As at 30 June 2024 the intangible assets were composed of the capitalised
expenditure on the Enterprise Resource Planning system (Microsoft
Dynamics-Navision) in the amount of €103.193 (31 Dec 2023: €103.193) which
is under continued operations. Accumulated amortisation as at the reporting
date amounts to €103.193 (31 Dec 2023: €103.193) and therefore net value
amounts to €0 (31 Dec 2023: €0).
As at 30 June 2024 the tangible non-current assets under continued operations
were comprised mainly by electronic equipment (mobiles, computers etc.) of a
net value of €88 (31 Dec 2023: €164).
As at 30 June 2024 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 €29.271
(31 Dec 2023 €29.998). Accumulated depreciation as at the reporting date
amounts to €29.265 (31 Dec 2023: €29.973).
22. Long Term Receivables and prepayments
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Long Term Receivables 818 315.000 818 315.000
Total 818 315.000 818 315.000
Long term receivables under discontinued operations mainly include the cash
collateral existing in favor of Piraeus Leasing in relation to Innovations
asset.
23. Prepayments and other current assets
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Trade and other receivables 835.305 477.454 691.296 396.245
VAT and other tax receivables 219.263 68.253 219.790 55.179
Deferred expenses 36 38.842 40 1.605
Receivables due from related parties 27.947 6.676 30.168 6.679
Loan receivables from 3(rd) parties 3.148.289 - 3.152.450 -
Allowance for impairment of prepayments and other current assets (59.207)
(54.374) (47.577) (49.932)
Total 4.176.466 543.648 4.034.537 409.776
Continued operations
Trade and other receivables mainly include receivables from tenants and
prepayments made for services.
VAT receivable represent VAT which is refundable in Romania, Cyprus and
Ukraine.
Deferred expenses include property taxes and insurance costs.
Receivables due from related parties represent all kind of receivables from
related parties of the Group.
Loans receivables from 3(rd) parties include an amount of €2.853.625 (2023:
€2.909.115) provided as an advance payment for acquiring a participation in
an investment property portfolio (Olympians portfolio) in Romania. The accrued
interest was €294.664 (2023: €243.335). 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 conversion will take place upon identifying and agreeing on
the specific project to be undertaken by the JV. The parties have evaluated
many opportunities and currently are in the final negotiations stage with a
tenant for developing two different properties in two different regional
cities in Romania.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 2024.
Discontinued operations
Trade and other receivables increased due to an increase the payables of the
tenants.
VAT receivable represents VAT which is refundable in Romania, Cyprus and
Ukraine.
Deferred expenses include legal, advisory, consulting and marketing expenses.
Receivables due from related parties represent all kind of receivables from
related parties of the Group.
24. 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:
30 June 2024 31 Dec 2023
€ €
Arcona shares 11.660.248 11.920.030
FV change in Arcona shares 104.797 (259.781)
Arcona shares at reporting date 11.765.045 11.660.249
Warrants over Arcona shares 26.349 158.778
FV change in warrants 41.712 (132.429)
Arcona warrants at reporting date 68.061 26.349
Total Financial Assets at FV 11.833.106 11.686.598
FV change in Arcona shares 104.797 (259.781)
FV change in warrants 41.712 (132.429)
Fair Value loss on Financial Assets at FV through P&L 146.509 (392.210)
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 2022
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 gain of €104.797 (2023: loss €259.781) is recognised.
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 2022, 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 €41.712 (2023: loss €132.429) is recognised. The terms
and assumptions used for such warrant re-valuation are:
Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 5,79 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: 20,65%
• Estimated annualised dividend yield on shares for 2024: 0,00%
• 5 year Government Bond rate (weighted average rate of Government Bonds of
countries that Arcona is exposed): 5,128%
During 2023, the Company realised dividend income from the shareholding in
Arcona of the order of €160.937, as part of the dividend distribution policy
of Arcona.
25. Cash and cash equivalents
Cash and cash equivalents represent liquidity held at banks.
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Cash with banks in USD 388 1 399 -
Cash with banks in EUR 121.506 82 144.760 89
Cash with banks in UAH 122 313 46 455
Cash with banks in RON 51.937 218.442 7.008 344.604
Cash with banks in GBP 4.420 - 28 -
Total 178.373 218.838 152.241 345.148
26. Share capital
Number of Shares
30 June 2024 31 Dec 2023
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 (€)
€ 30 June 2024 31 Dec 2023
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
26.1 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 26.3).
26.2 Issued Share Capital
As at the end of 30 June 2024, the issued share capital of the Company was 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.
In respect of the Redeemable Preference Class B Shares, issued in connection
to the acquisition of Craiova Praktiker, following the holders of such shares
notifying the Company of their intent to redeem within 2016, the Company:
- in lieu of redemption transferred its 20% holding in Autounion (Note 27.3)
in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY
HOLDINGS III S.A.R.L., while final settlement has also been reached pursuant
to a consensual order issued by the District Court of Nicosia in action
no.3362/2018 (Note 39.3). As a result the Company has planned to cancel these
shares and resolved accordingly during the Extraordinary General Meeting of
the shareholders held on 10 July 2024.
26.3 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) 30 June 2024 (as at) 31 December 2023 (as at) 31 December 2022
Ordinary shares of €0,01 Issued and Listed on AIM 129.191.442 129.191.442 129.191.442
Total number of Shares Non-Dilutive Basis 129.191.442 129.191.442 129.191.442
Total number of Shares Full Dilutive Basis 129.191.442 129.191.442 129.191.442
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 and the Company has initiated their
cancellation process.
27. Foreign Currency Translation Reserve
Exchange differences related to the translation from the functional currency
to EUR of the Group's subsidiaries are accounted 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 the
Company's subsidiaries' functional currencies are not EUR. The Company had
foreign exchange gain on translation due to presentation currency of €85.474
in 30 June 2024, compared to €1.080.634 in 30 June 2023.
28. 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 30 June 2023 31 Dec 2023
LLC Almaz-Press-Ukraine 45,00 45,00
Ketiza Holdings Limited 10,00 10,00
Ketiza Real Estate Srl 10,00 10,00
29. Borrowings
Project 30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Principal of bank Loans
Loans from other 3(rd) parties and related parties (Note 37.4) 288.678 - 106.682
-
Overdrafts - 100 - 71
Total principal of bank and non-bank Loans 288.678 100 106.682
71
Interest accrued on bank loans - - - -
Interests accrued on non-bank loans 12.156 - 8.112
-
Total 300.834 100 114.794 71
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Current portion 300.834 100 114.794 71
Non-current portion - - - -
Total 300.834 100 114.794 71
Continued Operations
Loans from other 3(rd) parties and related parties under continued operations
include among others:
Α) Loan from one Director of €100k provided as bridge financing for future
property acquisitions. The loan bears annual interest of 8% (Note 37.4).
B) Loans from management of €182k as a result of the transformation of
payable incentives to loans. The loans bear zero interest and mature in June
2025 (Note 37.4)
30. 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
has been redeemed by 30% and at the end of the reporting period the balance
stands at €723.690 (2023: €723.690). The instrument bears a 6,5% coupon,
has a 7 year term, maturing in July 2024, and is convertible into ordinary
shares of the Company at the option of the holder at 25p. starting from 1
January 2018. As at June 2024, the balance of the bonds with interest amounts
to €894.154 (2023: €870.373). The Company is in discussions with the
bondholders for the extension of the maturity and will provide a further
update shortly. All the bondholders have already provided relevant consent
having agreed that during the discussions for the extension and the
preparation of the required documentation the bond loan should not be
considered in default.
31. Trade and other payables
The fair value of trade and other payables due within one year approximate
their carrying amounts as presented below.
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Payables to third parties 944.852 496.426 1.095.564 484.786
Payables to related parties (Note 37.2) 851.790 - 536.867 -
Accruals 92.575 2.529 73.281 3.826
Pre-sale advances (Advances received for sale of properties) 90.172
87.785 - -
Total 1.977.002 498.955 1.795.884 488.612
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Current portion 1.977.002 498.955 1.795.884 488.612
Non-current portion - - - -
Total 1.977.002 498.955 1.795.884 488.612
Continued Operations
Payables to third parties represents amounts payable to various service
providers including auditors, legal advisors, consultants and third party
accountants related to the current operations of the Group, and guarantee
amounts collected from tenants.
Payables to related parties under continued operations represent amounts due
to directors and accrued management remuneration (Note 37.2).
Accruals mainly include the accrued, administration fees, accounting fees,
facility management and other fees payable to third parties.
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.
Discontinued Operations
Payables to related parties under discontinued operations represent payables
to non-controlling interest shareholders.
Accruals mainly include the accrued, administration fees, accounting fees,
facility management and other fees payable to third parties.
32. Deposits from Tenants
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Deposits from tenants non-current - 23.002 - 23.002
Total - 23.002 - 23.002
Deposits from tenants appearing under non-current liabilities include the
amounts received from the tenants in Innovations Logistics Park are to be
reimbursed to those at the expiration of the lease agreements.
33. Provisions and Taxes Payables
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Corporate income tax - non current - - - -
Defence tax - non current 17.173 - 17.173 -
Tax provision - non current - - - -
Non-current 17.173 - 17.173 -
Corporate income tax - current 21.163 4.955 21.146 4.955
Other taxes including VAT payable - current 95 145.999 292 150.917
Current 21.258 150.954 21.438 155.872
Total Provisions and Taxes Payables 38.431 150.954 38.611 155.872
Corporate income tax represents taxes payable in Cyprus and Romania.
Other taxes represent local property taxes and VAT payable in Romania.
During 2023, the prior year taxes due were re-assessed downwards by the tax
authorities following relevant motion by the Company.
34. Finance Lease Liabilities
As at the reporting date the finance lease liabilities consist of the
non-current portion of €5.745.375 and the current portion of €57.250 (31
December 2023: €5.885.895 and €57.306, accordingly).
Discontinued operations
30 June 2024 Note Minimum lease payments Interest Principal
€ € €
Less than one year 40.2 & 40.6 548.373 267.285 281.088
Between two and five years 5.751.660 240.759 5.510.901
More than five years 12.447 2.359 10.088
6.312.480 510.403 5.802.077
Accrued Interest 548
Total Finance Lease Liabilities 5.802.625
31 Dec 2023 Note Minimum lease payments Interest Principal
€ € €
Less than one year 40.2 & 40.6 555.030 274.004 281.026
Between two and five years 6.022.565 372.190 5.650.375
More than five years 15.496 3.773 11.723
6.593.091 649.967 5.943.124
Accrued Interest 77
Total Finance Lease Liabilities 5.943.201
34.1 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 €21.009 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, which involves the approval by a committee of the municipality,
before the final approval by the City Council, has not been obtained yet 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, and we
continue calculate relevant future lease obligations.
34.2 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 €5.781.617 (2023: €5.921.621), 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.
35. Earnings and net assets per share attributable to equity holders of the
parent
a. Weighted average number of ordinary shares
30 Jun 2024 31 Dec 2023 30 June 2023
Issued ordinary shares capital 129.191.442 129.191.442 129.191.442
Weighted average number of ordinary shares (Basic) 129.191.442 129.191.442 129.191.442
Diluted weighted average number of ordinary shares 129.191.442 129.191.442 129.191.442
b. Basic diluted and adjusted earnings per share
Earnings per share 30 Jun 2024 30 Jun 2023
€ €
Profit/ (Loss) after tax attributable to owners of the parent 319.336 179.933
Basic 0,002 0,001
Diluted 0,002 0,001
c. Basic diluted and adjusted earnings per share from discontinued
operations
Earnings per share 30 Jun 2024 30 Jun 2023
€ €
Profit/ (Loss) after tax from discontinued operations attributable to owners (288.538) (1.060.487)
of the parent
Basic (0,002) (0,008)
Diluted (0,002) (0,008)
d. Net assets per share
Net assets per share 30 Jun 2024 31 Dec 2023
€ €
Net assets attributable to equity holders of the parent 18.784.322 18.657.732
Number of ordinary shares 129.191.442 129.191.442
Diluted number of ordinary shares 129.191.442 129.191.442
Basic 0,14 0,14
Diluted 0,14 0,14
36. 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,
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.
Continued Operations
Profit and Loss for the period ended 30 June 2024
Warehouse Residential Land Plots Corporate Total
€ € € € €
Segment profit
Rental income (Note 10) - - - 414.437 414.437
Service charges and utilities income (Note 10) - - - 199.992 199.992
Profit/(loss) from discontinued operation (Note 9) (11.193) - 119.548 (190.587) (82.232)
Fair value gains/(losses) on financial assets - - - 146.509 146.509
Segment profit (11.193) - 119.548 570.350 678.706
(581.011)
Administration expenses (Note 12) - - - -
Other (expenses)/income, net (Note 14) - - - - (314)
Finance income (Note 15) - - - - 145.839
Interest expenses (Note 15) - - - - (27.825)
Other finance costs (Note 15) - - - - (1.332)
Foreign exchange losses, net (Note 16a) - - - - 23.041
Income tax expense (Note 17) - - - - -
Profit from discontinued operations (Note 9) - - - - (206.306)
Exchange difference on translation foreign holdings (Note 27) - - - - 85.474
Total Comprehensive Income 116.272
Continued Operations
Profit and Loss for the period ended 30 June 2023
Warehouse Residential Land Plots Corporate Total
€ € € € €
Segment profit
Rental income (Note 10) - - - 384.909 384.909
Service charges and utilities income (Note 10) - - - 403.166 403.166
Profit from discontinued operation (Note 9) 46.793 865 (338.307) (402.115) (692.764)
Impairment of financial investments (Note 24) - - - (62.398) (62.398)
Segment profit 46.793 865 (338.307) 323.562 32.913
(623.832)
Administration expenses (Note 12) - - - -
Other (expenses)/income, net (Note 14) - - - - (9.901)
Finance income (Note 15) - - - - 159.777
Interest expenses (Note 15) - - - - (35.106)
Other finance costs (Note 15) - - - - (2.206)
Foreign exchange losses, net (Note 16a) - - - - (34.386)
Income tax expense (Note 17) - - - - (90)
Profit from discontinued operations (Note 9) - - - - (367.723)
Exchange difference on translation foreign holdings (Note 27) - - - - 1.080.634
Total Comprehensive Income 200.080
* 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 agreement between the Company and the lender,
with which the Company leases part of the terminal's space. 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.
Discontinued Operations
Profit and Loss for the period ended 30 June 2024
Warehouse Residential Land Plots Corporate Total
€ € € € €
Segment profit
Rental income (Note 10) 67.918 - - - 67.918
Service charges and utilities income (Note 10) 8.747 - - - 8.747
Valuation gains/(losses) from investment property (Note 13) 4.880 - 122.670 - 127.550
Asset operating expenses (Note 11) (283.324) - (3.122) - (286.446)
Segment profit (201.779) - 119.548 - (82.231)
- - - - (30.463)
Administration expenses (Note 12)
Other (expenses)/income, net (Note 14) - - - - 7.760
Finance income (Note 15) - - - - 28
Interest expenses (Note 15) - - - - (137.985)
Other finance costs (Note 15) - - - - (646)
Foreign exchange losses, net (Note 16a) - - - - (45.001)
Income tax expense (Note 17) - - - - -
Total Comprehensive Income - - - - (288.538)
Profit and Loss for the period ended 30 June 2023
Warehouse Residential Land Plots Corporate Total
€ € € € €
Segment profit
Rental income (Note 10) 63.062 1.203 - - 64.265
Service charges and utilities income (Note 10) 8.749 - 2.995 - 11.744
Valuation gains/(losses) from investment property (Note 13) 31.491 - 1.659 - 33.150
Gains/(losses) from investments in associates (Note 20) - - (335.533) - (335.533)
Asset operating expenses (Note 11) (56.509) (338) (7.428) (402.115) (466.390)
Segment profit 46.793 865 (338.307) (402.115) (692.764)
- - - - (44.838)
Administration expenses (Note 12)
Other (expenses)/income, net (Note 14) - - - - (71)
Finance income (Note 15) - - - - 449
Interest expenses (Note 15) - - - - (303.410)
Other finance costs (Note 15) - - - - (787)
Foreign exchange losses, net (Note 16a) - - - - (19.066)
Income tax expense (Note 17) - - - - -
Total Comprehensive Income - - - - (1.060.487)
Total Operations
Balance Sheet as at 30 June 2024
Warehouse Land plots Corporate Total
€ € € €
Assets
Long-term receivables and prepayments 818 - - 818
Available-for-sale investments - - 11.833.106 11.833.106
Assets held for sale 10.025.000 734.832 1.625.046 12.384.878
Segment assets 10.025.818 734.832 13.458.152 24.218.802
Tangible and intangible assets - - - 88
Prepayments and other current assets - - - 4.176.466
Cash and cash equivalents - - - 178.373
Total assets - - - 28.573.729
Borrowings 6.679 - 294.155 300.834
Liabilities associated with assets classified as held for disposal 5.804.718 21.009 649.909 6.475.636
Segment liabilities 5.811.397 21.009 944.064 6.776.470
Trade and other payables - - - 1.977.002
Taxes payable and provisions - - - 38.431
Bonds - - - 894.154
Total liabilities - - - 9.686.057
Balance Sheet as at 31 December 2023
Warehouse Land plots Corporate Total
€ € €
Assets
Long-term receivables and prepayments 818 - - 818
Financial Assets at FV through P&L - - 11.686.598 11.686.598
Assets held for sale 10.025.000 1.547.513 754.949 12.327.462
Segment assets 10.025.818 1.547.513 12.441.547 24.014.878
Tangible and intangible assets - - - 164
Prepayments and other current assets - - - 4.034.537
Cash and cash equivalents - - - 152.241
Total assets - - - 28.201.820
Liabilities associated with assets classified as held for disposal 5.944.693 21.581 644.484 6.610.758
Borrowings 6.682 - 108.112 114.794
Segment liabilities 5.951.375 21.581 752.596 6.725.552
Trade and other payables - - - 1.795.884
Taxation - - - 38.611
Bonds - - - 870.373
Total liabilities - - - 9.430.420
Discontinued operations
Assets and Liabilities held for sale 30 June 2024
Warehouse Land plots Corporate Total
€ € € €
Assets
Investment properties 9.710.000 1.597.386 - 11.307.386
Long-term receivables and prepayments 315.000 - - 315.000
Segment assets 10.025.000 1.597.386 - 11.622.386
Tangible and intangible assets - - - 6
Prepayments and other current assets - - - 543.648
Cash and cash equivalents - - - 218.838
Total assets - - - 12.384.878
Borrowings 100 - - 100
Finance lease liabilities 5.781.616 21.009 - 5.802.625
Deposits from tenants 23.002 - - 23.002
Segment liabilities 5.804.718 21.009 - 5.825.727
Trade and other payables - - - 498.955
Taxation - - - 150.954
Total liabilities - - - 6.475.636
Assets and Liabilities held for sale 2023
Warehouse Land plots Corporate Total
€ € € €
Assets
Investment properties 9.710.000 1.547.513 - 11.257.513
Long-term receivables and prepayments 315.000 - - 315.000
Investments in associates - - - -
Segment assets 10.025.000 1.547.513 - 11.572.513
Tangible and intangible assets - - - 25
Prepayments and other current assets - - - 409.776
Cash and cash equivalents - - - 345.148
Total assets - - - 12.327.462
Borrowings 71 - - 71
Finance lease liabilities 5.921.621 21.580 - 5.943.201
Deposits from tenants 23.002 - - 23.002
Segment liabilities 5.944.694 21.580 - 5.966.274
Trade and other payables - - - 488.612
Taxation - - - 155.872
Total liabilities - - - 6.610.758
Geographical information
30 June 2024 30 June 2023
Income (Note 10) Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Romania - 76.665 - 417.610
Cyprus * 614.429 - 788.075 -
Total 614.429 76.665 788.075 417.610
* 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 agreement between the Company 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 successful, upon completion such income
will be also transferred.
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Carrying amount of assets (investment properties)
Ukraine - 1.597.386 - 1.547.513
Romania - 9.710.000 - 9.710.000
Total - 11.307.386 - 11.257.513
37. Related Party Transactions
The following transactions were carried out with related parties:
37.1 Income/ Expense
37.1.1 Income
30 June 2024 30 June 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Interest Income from loan to associates (Note 15) - - - 424
Total - - - 424
Interest income from loan to related parties represent interest income from
GreenLake Development Srl (associate) in 2023. By the end of 2023 the
Greenlake SRL was sold.
37.1.2 Expenses
30 June 2024 30 June 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Management Remuneration (Note 12) - - 10.657 -
Incentives pursuant to REMCo proposal (Note 12) 185.000 -
Interest expenses on Director and Management Loans (Note 15) 4.044 - 11.455 -
Total 189.044 - 22.112 -
Management remuneration includes the remuneration of the CEO, and that of the
administrators in Ukraine pursuant to the decisions of the Remuneration
Committee. During 2023 the Company externalized most of the related HR cost as
part of the cost minimization plan adopted by the board.
Incentives provided 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 1st June 2021.
37.2 Payables to related parties (Note 31)
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Board of Directors & Committees remuneration 402.122 - 398.879 -
Sec South East Continet Unique Real Esate Management Limited - - -
311.680
Management Remuneration 137.988 - 137.988 -
Total 851.790 - 536.867 -
37.2.1 Board of Directors & Committees and provision for director fees
The amounts payable represent remuneration and expenses payable to
Non-Executive Directors until the end of the reporting period.
37.2.2 Management Remuneration
Management Remuneration represents deferred amounts payable to the CEO of the
Company.
37.2.3 Sec South East Continet Unique Real Esate Management Limited
The amount payable represent fees to the company which has externalized the HR
costs and is associated with the CEO of the company.
37.3 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 Principal as at Principal as at
30 June 2024 31 Dec 2023
€ € €
LLC " Trade Center'' 5.800 6.050 5.822
LLC "Aisi Ukraine" 23.062.351 346.505 315.524
LLC "Almaz-Press-Ukraine" 8.236.554 274.657 264.338
LLC "Aisi Ilvo" 150.537 17.428 19.398
Total 31.455.242 644.640 605.082
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 €64.464, estimated on
balances held at 30 June 2024.
37.4 Loans from related parties (Note 29)
30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Loan from Directors and Management 282.000 - 100.000 -
Interest accrued on loans from related parties 12.156 - 8.112 -
Total 294.156 - 108.112 -
Loan from Directors and Management reflect: a) loan from one director of the
order of € 100.000 as bridge financing for future property acquisitions,
bearing interest 8% annually, b) loans from management of the order of €
182.000 as a result of the transformation of payable incentives into loans,
bearing zero interest and maturing in June 2025.
38. Contingent Liabilities
38.1 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 arbitrarily.
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 adequately 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.
38.2 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.
38.3 Bluehouse Accession case
BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. (Bluehouse) filed in
Cypriot courts in December 2018 a 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 posted in its accounts a relevant payable provision for Bluehouse in
the amount of €2.521.211. On the other hand, the Company during 2019, as
part of the judicial process, 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. Following relevant negotiations and taking into account the
timeline and the costs associated with these legal motions, the Company
proceeded to a settlement against a payment of €494.000, effected in 2023,
pursuant to consensual order issued by the District Court of Nicosia in action
no. 3362/2018.
38.4 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.
38.5 Other Contingent Liabilities
The Group had no other contingent liabilities as at 30 June 2024.
39. Commitments
The Group had no other commitments as at 30 June 2024.
40. Financial Risk Management
40.1 Capital Risk Management
The Group manages its capital to ensure adequate liquidity will be available
to implement its stated growth strategy in order to maximise 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 29), bonds (Note 30),
trade and other payables (Note 31) deposits from tenants (Note 32), financial
leases (Note 34), taxes payable (Note 33) 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 maximising the shareholders' Return on Equity (ROE) while adhering
to the operational requirements of the property assets and exercising prudent
judgment as to the extent of gearing.
40.2 Categories of Financial Instruments
Note 30 June 2024 31 Dec 2023
Continued operations Discontinued operations Continued operations Discontinued operations
€ € € €
Financial Assets
Cash at Bank 25 178.373 218.838 152.241 345.148
Long-term Receivables and prepayments 22 818 315.000 818 315.000
Financial Assets at FV through P&L 24 11.833.106 - 11.686.598 -
Prepayments and other receivables 23 4.176.466 543.648 4.034.537 409.776
Total 16.188.763 1.077.486 15.874.194 1.069.924
Financial Liabilities
Borrowings 29 300.834 100 114.794 71
Trade and other payables 31 1.977.002 498.955 1.795.884 488.612
Deposits from tenants 32 - 23.002 - 23.002
Finance lease liabilities 34 - 5.802.625 - 5.943.201
Taxes payable and provisions 33 38.431 150.954 38.611 155.872
Bonds 30 894.154 - 870.373 -
Total 3.210.421 6.475.636 2.819.662 6.610.758
40.3 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 minimise 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.
40.4 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 recognised 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 minimised.
40.4 Economic Market Risk Management
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
interest-bearing assets. On 30 June 2024, cash and cash equivalent (including
continued and discontinued operations) financial assets amounted to €
397.211 (31 December 2023: € 497.389) of which approx. €435 in UAH and
€270.379 in RON (Note 25) while the remaining are mainly denominated in
either GBP, USD or €.
The Group is exposed to interest rate risk in relation to its borrowings
(including continued and discontinued operations) amounting to € 300.834 (31
December 2023: €114.794) 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.
As at 30 June 2024 the weighted average interest rate for all the interest
bearing borrowings of the Group stands at 4,73% (31 December 2023: 4,70%).
The sensitivity analysis for EURIBOR changes applying to the interest
calculation on the borrowings principal outstanding as at 30 June 2024 is
presented below:
Actual +100 bps +200 bps
as at 30.06.2024
Weighted average interest rate 4,73% 5,73% 6,73%
Influence on yearly finance costs 62.104 124.208
The sensitivity analysis changes applying to the interest calculation on the
borrowings principal outstanding as at 31 December 2023 is presented below:
Actual +100 bps +200 bps
as at 31.12.2023
Weighted average interest rate 4,7% 5,7% 6,7%
%Influence on yearly finance costs 60.284 120.567
The Group's exposures to financial risk are also discussed in Note 7.
40.5 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.
40.6 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.
40.6 Liquidity Risk Management
Continued Operations
30 June 2024 Carrying amount To tal Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 178.373 178.373 178.373 - -
Financial Assets at FV through P&L 11.833.106 11.833.106 11.833.106 - -
Prepayments and other receivables 4.176.466 4.176.466 4.176.466 - -
Long-term Receivables and prepayments 818 818 - - 818
Total Financial assets 16.188.763 1 6.188.763 16.187.945 - 818
Financial liabilities
Borrowings 300.834 347.023 35.249 311.774 -
Trade and other payables 1.977.002 1.977.002 1.977.002 - -
Bonds issued 894.154 894.154 894.154 - -
Taxes payable and provisions 38.431 38.431 21.258 17.173 -
Total Financial liabilities 3.210.421 3.256.610 2.927.663 328.947 -
Total net (liabilities)/ assets 12.978.342 12.932.153 13.260.282 (328.947) 818
Discontinued Operations
30 June 2024 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 218.838 218.838 218.838 - -
Prepayments and other receivables 543.648 543.648 543.648 - -
Long-term Receivables and prepayments 315.000 315.000 - - 315.000
Total Financial assets 1.077.486 1.077.486 762.486 - 315.000
Financial liabilities
Borrowings 100 100 100 - -
Trade and other payables 498.955 498.955 498.955 - -
Deposits from tenants 23.002 23.002 - - 23.002
Finance lease liabilities 5.802.625 6.312.480 548.373 5.733.556 30.551
Taxes payable and provisions 150.954 150.954 150.954 - -
Total Financial liabilities 6.475.636 6.985.491 1.198.382 5.733.556 53.553
Total net liabilities (5.398.150) (5.908.005) (435.896) (5.733.556) 261.447
40.6 Liquidity Risk Management
Continued Operations
31 December 2023 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 152.241 152.241 152.241 - -
Prepayments and other receivables 4.034.537 4.034.537 4.034.537 - -
Financial Assets at FV through P&L 11.686.598 11.686.598 11.686.598 - -
Long-term Receivables and prepayments 818 818 - - 818
Total Financial assets 15.874.194 15.874.194 15.873.376 - 818
Financial liabilities
Borrowings 114.794 125.461 13.445 112.016 -
Trade and other payables 1.795.884 1.795.884 1.795.884 - -
870.373 870.373 870.373 - -
Bonds issued
Taxes payable and provisions 38.611 38.611 21.438 17.173 -
Total Financial liabilities 2.819.662 2.830.329 2.701.140 129.189 -
Total net assets/(liabilities) 13.054.532 13.043.865 13.172.236 (129.189) 818
Discontinued Operations
31 December 2023 Carrying amount Total Less than From one to More than two years
Contractual one year two years
Cash Flows
€ € € € €
Financial assets
Cash at Bank 345.148 345.148 345.148 - -
Long-term receivables 315.000 315.000 - - 315.000
Prepayments and other receivables 409.776 409.776 409.776 - -
Total Financial assets 1.069.924 1.069.924 754.924 - 315.000
Financial liabilities
Borrowings 71 11.831 71 11.760 -
Trade and other payables 488.612 488.612 488.612 - -
Deposits from tenants 23.002 23.002 - - 23.002
Finance lease liabilities 5.943.201 6.593.092 555.030 541.962 5.496.100
Taxation 155.872 155.872 155.872 - -
Total Financial liabilities 6.610.758 7.272.409 1.199.585 553.722 5.519.102
Total net assets/(liabilities) (5.540.834) (6.202.485) (444.661) (553.722) (5.204.102)
41. Events after the end of the reporting period
a) Extraordinary General Meeting of the Shareholders
During the Extraordinary General Meeting (EGM) of the Company, held on 10 July
2024, all resolutions proposed to shareholders were duly passed. Following the
approval of the resolutions at the EGM, the necessary changes to the
Company's share capital structure, as set out in the Notice of EGM and
described in the following RNS,
https://www.investegate.co.uk/announcement/rns/secure-property-development-investment-di---spdi/result-of-egm-/8304309
(https://www.investegate.co.uk/announcement/rns/secure-property-development-investment-di---spdi/result-of-egm-/8304309)
, will be undertaken.
1 Sources: World Bank Group, Eurostat, EBRD, National Institute of
Statistics- Romania, National Institute of Statistics - Ukraine, IMF, European
Commission.
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