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Half-year Report

30 Oct 2020 07:00

RNS Number : 6657D
Secure Property Dev & Inv PLC
30 October 2020
 

Secure Property Development & Invest PLC/ Index: AIM / Epic: SPDI / Sector: Real Estate

 

30 October 2020

 

Secure Property Development & Investment PLC ('SPDI' or the 'Company')

 

Half Year Report

 

Secure Property Development & Investment PLC, the AIM quoted South Eastern European focused property company, is pleased to announce its unaudited half year report for the period ended 30 June 2020.

 

As announced on 30 September 2020, the Company was granted by AIM Regulation a one-month extension to the date by which it is required under AIM Rule 18 to publish its interim accounts for the six months ended 30 June 2020. Accordingly, the Company is required to announce its half year report before 31 October 2020.

 

Financial Overview

 

Outbreak of COVID-19 pandemic has brought barriers to the successful completion of negotiations with Arcona Property Fund N.V ('Arcona')

 

· EBITDA decreased to €0,18m compared to €0,47m in H1 2019 as a result of operating income reduction related to the sale of the Greek logistics park

· Net finance costs reduced by 56% to €0,24m

· Operating result after finance and tax expenses increased by 8% to €0,081m loss from €0,088m loss in H1 2019

· Romania has now become the single operating income source of the Company

 

Corporate Overview

 

Company maintains strategy to maximise value for shareholders through continued discussions with regards to SPDI's property portfolio

 

· Following the completion of Stage 1 of the Arcona transaction (the 'Transaction') in 2019, involving two land plots in Ukraine and a residential and land asset in Bulgaria, the Company received a total of 595.534 Arcona shares and 144.264 warrants over Arcona shares

· Discussions with Arcona for the completion of Stage 2 of the Transaction are progressing slowly during the COVID-19 pandemic and enforced lockdowns, SPDI expects activity to pick up as measures put in place to combat COVID-19 in the various related jurisdictions (Holland, Czech Republic for Arcona, Romania, Cyprus and the UK) are eased

· Discussions regarding Stage 3 will follow the successful closing of Stage 2

 

Lambros G. Anagnostopoulos, Chief Executive Officer, said, "The majority of our income producing assets in Romania are let to blue chip tenants operating in defensive industries, such as the food and the telco sectors. As a result, to date our tenants and our income have experienced little to no disruption from the COVID-19 crisis. Yet, the COVID-19 associated lockdowns have caused delays to the Arcona Transaction process. We are continuing to work hard alongside Arcona to overcome such delays and progress the final steps of Stage 2 of the Transaction."

 

* * ENDS * *

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

 

For further information please visit www.secure-property.eu or contact:

 

Lambros Anagnostopoulos

SPDI

Tel: +357 22 030783

 

 

 

 

Rory Murphy

Ritchie Balmer

Jack Botros

 

Strand Hanson Limited

 

Tel: +44 (0) 20 7409 3494

 

 

 

 

Jon Belliss

 

Cosima Akerman

Frank Buhagiar

 

Novum Securities Limited

 

St Brides Partners Ltd

 

Tel: +44 (0) 207 399 9400

 

Tel: +44 (0) 20 7236 1177

 

Notes to Editors

Secure Property Development and Investment plc is an AIM listed property development and investment company focused on the South East European markets. The Company's strategy is focused on generating healthy investment returns principally derived from: the operation of income generating commercial properties and capital appreciation through investment in high yield real estate assets. The Company is focused primarily on commercial and industrial property in populous locations with blue chip tenants on long term rental contracts. The Company's senior management consists of a team of executives that possess extensive experience in managing real estate companies both in the private and the publicly listed sector, in various European countries.

 

1. Management Report

1.1 Corporate Overview and Financial Performance

 

SPDI's core property asset portfolio currently 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 2020, management in line with Company's strategy to maximise value for shareholders, continued the discussions with Arcona Property Fund N.V (Arcona) in relation to 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 currently holds high yielding real estate investments in Czech Republic, Poland and Slovakia, with the transaction valueing the SPDI assets NAV at ~ €29m, significantly higher than the current market value of the Company as a whole. If one takes into consideration and assumes the warrants that will be issued together with the ARCONA shares, the transaction values the SPDI assets at their Net Asset Value.

 

Following the completion of Stage 1 of the transaction in 2019, which involved two land plots in Ukraine and residential and land asset in Bulgaria and resulted in Company receiving a total of 595.534 Arcona shares and 144.264 warrants over Arcona shares, during the current period the two parties engaged in negotiating and planning Stage 2 of the aforementioned transaction. This Stage is centred on the sale of two commercial income producing assets in Romania and three land plots in Ukraine. The combination of the two complimentary asset portfolios is expected to create a significant European Property company, benefiting both the Company's and the buyer's respective shareholders.

 

However, the rapid development of COVID-19 outbreak and its effects on all related countries and therefore on all participants in this process, have caused major delays. Lockdowns, travel restrictions, remote working and other similar measures, have affected the effective completion of all relevant actions and therefore brought barriers to the successful completion of the negotiations. Both parties are currently trying to overcome all issues and continue towards completion of this part of the transaction.

 

The table below presents the operating performance for H1 2020 compared to H1 2019. EBITDA reached €0,18m compared to €0,47m in H1 2019, net finance costs reduced by 56% to €0,24m, and operating result after finance and tax expenses increased by 8% to -€0,080m from -€0,088m in H1 2019. Romania has now become the single operating income source of the Company.

EUR

2020

2019

 

 Continued Operations

 Discontinued Operations

 Total

 Continued Operations

 Discontinued Operations

 Total

 Rental, Utilities, Management & Sale of electricity Income

399,986

513,533

913,519

150,041

1,203,928

1,353,969

 Net gain/(loss) on disposal of investment property

 

 

 

0

120,022

120,022

 Income from Operations

399,986

513,533

913,519

150,041

1,323,950

1,473,991

 Asset operating expenses

-

(193,889)

(193,889)

-

(319,445)

(319,445)

 Net Operating Income

399,986

319,644

719,630

150,041

1,004,505

1,154,546

 Share of profits from associates

-

218,862

218,862

-

224,177

224,177

 Total Income

399,986

538,506

938,492

150,041

1,228,682

1,378,723

 

 

 

 

 

 

 

 Administration expenses

(680,837)

(77,490)

(758,327)

(800,710)

(111,352)

(912,062)

 

 

 

 

 

 

 

 Operating Result (EBITDA)

(280,851)

461,016

180,165

(650,669)

1,117,330

466,661

 

 

 

 

 

 

 

 Finance Cost, net

203,979

(441,396)

(237,417)

165,067

(701,091)

(536,024)

 Income tax expense

(81)

(23,452)

(23,533)

(2,212)

(16,368)

(18,580)

 

 

 

 

 

 

 

 Operating Result after Finance and Tax Expenses

(76,953)

(3,832)

(80,785)

(487,814)

399,871

(87,943)

 

 

 

 

 

 

 

 Other income / (expenses), net

34,305

48

34,353

66,056

237,474

303,530

 Fair value adjustments from Investment Properties

-

996,297

996,297

-

286,595

286,595

 Net gain/(loss) on disposal of investment property

-

1,199

1,199

-

(2,067)

(2,067)

 Impairment of financial investments

(284,404)

-

(284,404)

-

-

-

 Foreign exchange differences, net

(42,043)

(132,904)

(174,947)

(43,865)

(274,005)

(317,870)

 

 

 

 

 

 

 

 Result for the year

(369,095)

860,808

491,713

(465,623)

649,935

184,312

 

 

 

 

 

 

 

Exchange difference on I/C loans to foreign holdings

-

(42,638)

(42,638)

-

21,828

21,828

Exchange difference on translation due to presentation currency

-

(1,176,630)

(1,176,630)

-

(183,153)

(183,153)

 

 

 

 

 

 

 

 Total Comprehensive Income for the year

(369,094)

(358,460)

(727,554)

(465,623)

488,610

22,987

 

2. Regional Economic Developments 

 

Romania

In Romania, growth fell to a six year low in Q1 2020, mainly due to March 2020 being hit by the consequences of the COVID-19 containment measures. GDP growth for Q1 2020 was 2,4%, considerably lower than Q4's 2019 4,3% expansion. In seasonally-adjusted quarter-on-quarter terms, GDP plunged 12,3% in Q2 as COVID-19 containment measures took their toll, marking the worst reading on record. Although only projections can be used at the moment, analysts forecast GDP falling by 5,7% in 2020, while for 2021 they see growth of 4,9%.

 

Fixed investment growth lost significant traction in Q1, slowing to 5,9% from 15,7% in Q4 2019 and lost even more steam in Q2 to 1,8%. Moreover, public spending growth decelerated to 0,8% in Q1, down markedly from Q4's 2019 9,4% rise, while in Q2 accelerated by 4,7% y-o-y as the government deployed various stimulus measures, including employment support schemes and tax relief, to mitigate the economic spillover from the lockdown. Private consumption fell by 3,8% in Q1, following previous quarter's 7,3% increase, and 13,3% annually in Q2 due to lockdown measures enacted at the end of March, marking the worst result in the series' history.

 

On the external front, exports of goods and services fell by 28,5% y-o-y in Q2, considerably steeper than Q1's 1,6% drop. Similarly, imports of goods and services fell 21,6%, contrasting Q1's 2,2% increase. Thus, taken together, net trade contributed positively to growth in Q2.

 

Ukraine

GDP fell 11,4% y-o-y in Q2, following Q1's 1,3% decline and marking the sharpest contraction since Q2 2015. Although a comprehensive release is not yet available, the downturn likely reflected a broad-based deterioration across the major sectors of the economy as COVID-19 and related containment measures hit activity.

 

The economy is set to shrink this year as COVID-19 takes its toll. A higher unemployment rate and social distancing measures will weigh on private consumption, while lingering uncertainties should restrain capital inflows. On the upside, the recently secured IMF loan should give the government room to boost fiscal spending and cushion the downturn. Analysts project GDP to fall 5,2% this year, which is up 0,1 percentage points from last month's forecast. In 2020, they see the economy expanding 4,2%.

 

Sources: World Bank Group, EBRD, National Bank of Greece, Eurobank Research, and Economic Research Division, National Institute of Statistics- Romania, National Statistical Institute -Republic of Bulgaria, National Institute of Statistics - Ukraine, IMF, FocusEconomics

3. Real Estate Market Developments 

3.1 Romania

 

With a transaction volume in the first quarter of 2020 of around 130 million Euros, Romanian investment market had a similar start to 2019, where it featured a volume of 117,5 million Euros in the first quarter. Overall volume was expected to be similar to 2019, with optimistic scenarios placing the total investment in volume for 2020 at 750 million Euros and pessimistic scenarios at 500 million Euros. As of Q1 the office sector continues to dominate the market with over 60% of the Q1 investments. As far as yields are concerned, prime yields in Romania continue to be amongst the highest in Europe across all market sectors, at around 7%. However, as of Q2, due to the COVID-19 pandemic, the situation changed. As of late March, all retail projects drastically reduced their activities and several scheduled deliveries have been postponed for the second part of the year. Additionally, leasing activity faced a 50% decrease compared to Q1 2020.

 

As of Q1 2020, the industrial sector could be considered the rising star of Romania real estate. Romania's modern industrial stock space reached 4,7 million sqm in Q1 2020, expected to reach 5 million within the end of 2020. Total leasing activity (TLA), tripled within Q1 2020 as compared to Q1 2020. Nevertheless, the sector was also hit by the COVID-19 pandemic, and although an increase in the logistics market is expected to be held within 2020, the sector is facing a slowdown and final results are yet to be recorded.

 

Work from home imposed by the mandatory lockdown slowed down companies expansion plans. A new supply of 104.000 sqm was delivered for the first half of 2020, increasing Bucharest's modern office stock to 3,3 million sqm. The transactional activity, overall limited compared to previous year, was mainly generated by Computers Hi-Tech and Financial sectors.

 

Surprisingly, the residential market in Romania managed to stay strong in face of the COVID-19 repercussions. In spite of the measures taken and the lockdown, asking prices for residential properties in Romania increased by 7,1% in Q2 2020 as compared to the previous year, and only slightly decreased by 1,7% as compared to Q1 2020. Nationwide, in the first quarter of 2020 133.181 properties were sold, 14,7% more than the same period in 2019, with a downfall following in the second quarter, as 105.928 properties were sold, representing a 15,5 % downfall. Nevertheless, the residential market had a strong reaction after the measures were lifted, with 135.000 potential buyers recorded interested in acquiring a property, and both demand and supply started to boost.

 

3.2 Ukraine

The Ukrainian real estate market started strong in Q1 2020, following a 3,3% increase in real GDP in 2019. On a quarterly basis the housing market prices increased by 1,25% Q-o-Q, and the market was showing signs of steady growth. Surprisingly, although the COVID-19 pandemic occured, the Ukrainian real estate market managed to stand fast. Although a presidential election, the collapse of one of the country's biggest construction firms and the COVID-19 pandemic occurred, all of which are events that could have affected negatively Ukraine's real etate market, both commercial and residential real estate in the country managed to maintain a slow but steady growth.

 

As of 2020, 272.000 sqm of new shopping centers are planned to be developed, with OceanVille, RetroMall, Rive Gauche and New Ray under construction. Office space counts for approximately 100.000 sqm, with more demand incoming. Although the pandemic sent 70% of the employees working from home, according to analysts, this is only a temporary measure, and with positive news of an incoming vaccine, the office sector is ready to meet the ongoing demand.

 

In Ukraine, residential investements are considered to be the most solid real estate investments. Nevertheless, the deficit of residential real estate remains high in the country. The main constraint is high mortgage interest rates (18-22% per annum), which means that fewer people can afford to invest in new housing complexes and so fewer developers have enough backers to start constructing. During the quarantine in Q2 2020, the residential real estate market slowed down, as people self isolated and stopped buying property. Although the market was expected to shrink by 50%, prices went down only by 10%. However, no one is taking the risk to make a projection on the final impact the pandemic will have on real estate, as the parameters are changing on a day to day basis.

 

4. Property Assets

 

4.1 EOS Business Park - Danone headquarters, Romania

The park consists of 5.000 sqm of land including a class "A" office building of 3.386 sqm GLA and 90 parking places. It is located next to the Danone factory, in the North-Eastern part of Bucharest with access to the Colentina Road and the Fundeni Road. The Park is very close to Bucharest's ring road and the DN 2 national road (E60 and E85) and is also served by public transportation. The park is highly energy efficient.

 

The Company acquired the office building in November 2014. The complex is fully let to Danone Romania, the French multinational food company, until 2025. The asset is planned to be part of the Arcona transaction.

 

4.2 Delenco office building, Romania

The property is a 10.280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. The building is strategically located in the very center of Bucharest, close to three main squares of the city: Unirii, Alba Iulia and Muncii, only 300 m from the metro station.

The Company acquired 24,35% of the property in May 2015. As at the year end 2019, the building is 100% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA). The asset is planned to be part of the Arcona transaction.

 

4.3 Innovations Logistics Park, Romania

The park incorporates approximately 8.470 sqm of multipurpose warehousing space, 6.395 sqm of cold storage and 1.705 sqm of office space. It is located in the area of Clinceni, south west of Bucharest center, 200 m 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.

In April 2017, the Company signed a lease agreement with Aquila Srl, a large Romanian logistics operator, for 5.740 sqm of ambient space in the warehouse which expired during April 2018 without being extended. During Q1 2019 the Company signed with Favorit Business Srl a lease agreement for 3,000 sqm of cold storage space, 506 sqm of ambient storage space, and 440 sqm of office space. In Q2 2019 the Company agreed with Favorit Business Srl a lease of an extra 3.000 sqm of cold storage space, and an extra 210 sqm of office space to accommodate their new business line which involves as end user Carrefour. Moreover, during 2019 and H1 2020 the Company signed short term lease agreements for 2.000 sqm of ambient storage space with Chipita Romania Srl, one of the fastest growing regional food companies. As at the end of the reporting period, the terminal was ~83% leased. The asset is planned to be part of the Arcona transaction.

 

4.4 Kindergarten, Romania

Situated on the GreenLake compound on the banks of Grivita Lake, a standalone building on ground and first floor, is used as a nursery by one of the Bucharest's leading private schools.

 

The building is erected on 1.428,59 sqm plot with a total gross area of 1.198 sqm.

The property is 100% leased to International School for Primary Education until 2032. The asset is planned to be part of the Arcona transaction.

 

4.5 Residential portfolio

• Romfelt Plaza (Doamna Ghica), Bucharest, Romania

Romfelt Plaza is a residential complex located in Bucharest, Sector 2, relatively close to the city center, easily accessible by public transport and nearby supporting facilities and green areas.

 

 At the end of June 2020, one apartment was available. The asset is planned to be part of the Arcona transaction.

 

• Monaco Towers, Bucharest, Romania

Monaco Towers is a residential complex located in South Bucharest, Sector 4, enjoying good car access due to the large boulevards, public transportation, and a shopping mall (Sun Plaza) reachable within a short driving distance or easily accessible by subway.

 

At the end of H1 2020, 10 apartments were available, 3 of which were rented. Following extended negotiations for the last two years with the company which acquired Monaco's loan, the SPV holding Monaco units entered into insolvency status in order to protect itself from its creditors. During 2020, based on regulatory procedures for disposing assets held by the debtor and upon agreement of all involved parties and the judicial administrator's approval, 7 units were sold. The asset is planned to be part of the Arcona transaction.

• Blooming House, Bucharest, Romania

Blooming House is a residential development project located in Bucharest, Sector 3, a residential area with the biggest development and property value growth in Bucharest, offering a number of supporting facilities such as access to Vitan Mall, kindergartens, café, schools and public transportation (both bus and tram).

 

 During H1 2020 2 units and one commercial space were sold and at the end of the period 2 apartments were available. The asset is planned to be part of the Arcona transaction.

 

• GreenLake, Bucharest, Romania

A residential compound of 40.500 sqm GBA, which consists of apartments and villas, situated on the banks of Grivita Lake, in the northern part of the Romanian capital - the only residential property in Bucharest with a 200 meter 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. Additionally, GreenLake includes land plots totalling 40.360 sqm. SPDI owns ~43% of this property asset portfolio.

 

During H1 2020, 6 apartments and villas were sold while at the end of the period, of the 40 units that were unsold, 5 were let. The asset is planned to be part of the Arcona transaction.

 

4.6 Land Assets

• Kiyanovskiy Residence - Kiev, Ukraine

The property consists of 0,55 Ha of 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.

 

Discussions are ongoing with interested parties with view to sale the property. The asset is planned to be part of the Arcona transaction.

• 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 plot, with a local co-investor owning the remaining 45%.

 

Discussions are ongoing with interested parties with a view to partnering in the development or sale of this property. The asset is planned to be part 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 Company is evaluating potential commercialization options to maximize the property's value. The asset is planned to be part of the Arcona transaction.

 

UNAUDITED CONDENSED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

 

For the six months ended 30 June 2020

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2020

 

Note

30 June 2020

30 June 2019

 

 

Continued Operations

 

 

 

 

Income

9

399.986

150.041

Net Operating Income

 

399.986

150.041

 

 

 

 

Administration expenses

11

(680.837)

(800.710)

Other operating income/(expenses), net

14

34.305

66.056

Impairment of financial investments

26

(284.404)

-

 

 

 

 

Operating profit loss

 

(530.950)

(584.613)

 

 

 

 

Finance income

15

260.543

232.715

Finance costs

15

(56.564)

(67.648)

 

 

 

 

Loss before tax and foreign exchange differences

 

(326.971)

(419.546)

 

 

 

 

Foreign exchange (loss), net

16a

(42.043)

(43.865)

 

 

 

 

Loss before tax

 

(369.014)

(463.411)

 

 

 

 

Income tax expense

17

(81)

(2.212)

 

 

 

 

Loss for the period from continuing operations

 

(369.095)

(465.623)

 

 

 

 

Profit/(Loss) from discontinued operations

8b

860.808

649.935

 

 

 

 

Profit/(Loss) for the period

 

491.713

184.312

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

Exchange difference on I/C loans to foreign holdings

16b

(42.638)

21.828

Exchange difference on translation of foreign operations

29

(1.176.630)

(183.153)

Total comprehensive income for the period

 

(727.555)

22.987

 

 

 

 

Loss for the period from continued operations attributable to:

 

 

 

Owners of the parent

 

(369.095)

(465.623)

Non-controlling interests

 

-

-

 

 

(369.095)

(465.623)

 

 

 

 

Profit/(Loss) for the period from discontinued operations attributable to:

 

 

 

Owners of the parent

 

962.448

513.193

Non-controlling interests

 

(101.640)

136.742

 

 

860.808

649.935

Profit/(Loss) for the period attributable to:

 

 

 

Owners of the parent

 

593.353

47.570

Non-controlling interests

 

(101.640)

136.742

 

 

491.713

184.312

Total comprehensive income attributable to:

 

 

 

Owners of the parent

 

(638.119)

73.392

Non-controlling interests

 

(89.436)

(50.405)

 

 

(727.555)

22.987

 

 

 

 

Earnings/(losses) per share (Euro per share):

 

38b

 

 

Basic earnings/(losses) for the period attributable to ordinary equity owners of the parent

 

 

0.003

0,0004

Diluted earnings/(losses) for the period attributable to ordinary equity owners of the parent

Basic earnings/(losses) for the period from discontinued operations attributable to ordinary equity owners of the parent

Diluted earnings/(losses) for the period from discontinued operations attributable to ordinary equity owners of the parent

 

 

0.003

 

0.007

 

0.007

0,0004

 

0.005

 

0.005

      

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the six months ended 30 June 2020

 

Note

30 June 2020

31 December 2019

 

 

 

ASSETS

 

 

 

Non‑current assets

 

 

 

Tangible and intangible assets

22

514

566

Financial Assets at FV through P&L

26

7.327.474

3.581.643

Long-term receivables and prepayments

23

841

852

 

 

7.328.829

3.583.061

Current assets

 

 

 

Prepayments and other current assets

25

6.885.924

10.833.913

Cash and cash equivalents

27

282.966

207.251

 

 

7.168.890

11.041.164

Assets classified as held for sale

8d

49.134.964

49.891.627

 

 

56.303.854

60.932.791

Total assets

 

63.632.683

64.515.852

 

EQUITY AND LIABILITIES

 

 

 

Issued share capital

28

1.291.911

1.291.911

Share premium

 

71.924.045

71.924.045

Foreign currency translation reserve

29

9.144.465

10.232.119

Exchange difference on I/C loans to foreign holdings

40.3

(191.903)

(149.263)

Accumulated losses

 

(53.312.991)

(53.906.344)

Equity attributable to equity holders of the parent

 

28.855.527

29.392.468

 

Non-controlling interests

 

30

 

7.255.639

 

7.446.255

 

 

 

 

Total equity

 

36.111.166

36.838.723

 

Non‑current liabilities

 

 

 

Borrowings

31

7.154

7.249

Bonds issued

32

1.033.842

1.033.842

Taxation

35

549.181

595.541

 

 

1.590.177

1.636.632

Current liabilities

 

 

 

Borrowings

31

987.909

420.751

Bonds issued

32

190.734

156.761

Trade and other payables

33

4.528.316

4.579.595

Taxation

35

544.339

550.162

 

 

6.251.298

5.707.269

Liabilities directly associated with assets classified as held for sale

8d

19.680.042

20.333.228

 

 

25.931.340

26.040.497

Total liabilities

 

27.521.517

27.677.129

 

 

 

 

Total equity and liabilities

 

63.632.683

64.515.852

     

 

Net Asset Value (NAV) € per share:

38d

 

 

Basic NAV attributable to equity holders of the parent

 

0,22

0,23

Diluted NAV attributable to equity holders of the parent

 

0,22

0,23

 

 

 

 

 

 

 

 

Lambros Anagnostopoulos

Michael Beys

Theofanis Antoniou

Director & Chief Executive Officer

Director & Chairman of the Board

Finance Director

On 29 October 2020 the Board of Directors of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC authorised these financial statements for issue.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2020

 

Attributable to owners of the Company

 

 

 

Share capital

Share premium,

Net1

Accumulated losses, net of non-controlling interest2

Exchange difference on I/C loans to foreign holdings3

Foreign currency translation reserve4

Total

Non- controlling interest

Total

 

 

 

Balance 1 January 2019

1.272.702

71.381.259

(46.704.622)

(215.820)

9.874.757

35.608.276

7.535.691

43.143.967

 

Loss for the year

-

-

47.570

-

-

47.570

136.742

184.312

 

Exchange difference on I/C loans to foreign holdings (Note 16b)

-

-

-

21.828

-

21.828

-

21.828

 

Foreign currency translation reserve

-

-

-

-

3.993

3.993

(187.147)

(183.154)

 

Balance 30 June 2019

1.272.702

71.381.259

(46.657.052)

(193.992)

9.878.750

35.681.667

7.485.286

43.166.953

 

Loss for the year

-

-

(7.249.292)

-

-

(7.249.292)

(91.951)

(7.341.243)

 

Issue of share capital,net

19.209

542.786

-

-

-

561.995

-

561.995

 

Exchange difference on I/C loans to foreign holdings (Note 16b)

-

-

-

44.729

-

44.729

-

44.729

 

Foreign currency translation reserve

-

-

-

-

353.369

353.369

52.920

406.289

 

Balance 31 December 2019

1.291.911

71.924.045

(53.906.344)

(149.263)

10.232.119

29.392.468

7.446.255

36.838.723

 

Loss for the year

-

-

593.353

-

-

593.353

(101.640)

491.713

 

Exchange difference on I/C loans to foreign holdings (Note 16b)

-

-

-

(42.640)

-

(42.640)

-

(42.640)

 

Foreign currency translation reserve

-

-

-

-

(1087.654)

(1.087.654)

(88.976)

(1.176.630)

 

Balance - 30 June 2020

1.291.911

71.924.045

(53.312.991)

(191.903)

9.144.465

28.855.527

7.255.639

36.111.166

 

           

 

1 Share premium is not available for distribution.

2 Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defense at 20% will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defense is payable on account of the shareholders.

3 Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during previous years. The Group treats the mentioned loans as a part of the net investment in foreign operations (Note 40.3).

4 Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Group's subsidiaries own property assets.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2020

 

Note

30 June 2020

30 June 2019

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Loss before tax and non-controlling interests-continued operations

 

(369.014)

(463.411)

Profit/(Loss )before tax and non-controlling interests-discontinued operations

8b

878.830

666.303

Profi/(Loss) before tax and non-controlling interests

 

509.816

202.892

Adjustments for:

 

 

 

(Gains)/losses on revaluation of investment property

12

(996.297)

(408.684)

Net gain/loss on disposal of investment properties

13

(1.199)

2.067

Accounts payable written off

14

(95)

(238.399)

Depreciation/ Amortization charge

11

3.620

12.348

Finance income

15

(265.213)

(237.756)

Interest expense

15

498.075

764.151

Share of profit from associates

20

(218.862)

(224.177)

Effect of foreign exchange differences

16a

174.947

317.870

Cash flows from/(used in) operations before working capital changes

 

(295.208)

190.312

 

 

 

 

Change in prepayments and other current assets

25

77.287

43.265

Change in trade and other payables

33

(112.182)

194.198

Change in VAT and other taxes receivable

25

(10.543)

(20.315)

Change in other taxes payables

35

22.346

37.955

Change in provisions

35

71.091

(451)

Change in deposits from tenants

34

(898)

(47)

 

 

 

 

Cash generated from operations

 

(248.107)

444.917

Income tax paid

 

(83.149)

(107.836)

 

 

 

 

Net cash flows provided/(used) in operating activities

 

(331.256)

337.081

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Sales proceeds from disposal of investment property

13b

744.052

249.600

Dividend received from associates

20

-

121.772

Interest received

 

-

801

Decrease in long term receivable

23

15

43

Net cash flows from / (used in) investing activities

 

744.067

372.216

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from bank and non-bank loans

31

550.000

500.000

Repayment of principle amount of borrowings

 

(459.567)

(660.788)

Interest and financial charges paid

 

(145.544)

(523.335)

Decrease in financial lease liabilities

36

(286.995)

(196.500)

Net cash flows from / (used in) financing activities

 

(342.106)

(880.623)

 

 

 

 

Net increase/(decrease) in cash at banks

 

70.705

(171.326)

 

Cash:

 

 

 

At beginning of the period

 

771.163

942.489

 

 

 

 

At end of the period

27

841.868

771.163

 

 

 

Notes to the Condensed Consolidated Interim Financial Statements

For the six months ended 30 June 2020

 

1. General Information

 

Country of incorporation

 

SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the ''Company'') was incorporated in Cyprus on 23 June 2005 and is a public limited liability company, listed on the London Stock Exchange (AIM): ISIN CY0102102213. Its registered office is at Kyriakou Matsi 16, Eagle House, 10th floor, Agioi Omologites, 1082 Nicosia, Cyprus while its principal place of business is in Cyprus while its principal place of business is in Cyprus at 6 Nikiforou Foka Street, 1060 Nicosia, Cyprus.

 

Principal activities

 

The principal activities of the Group are to invest directly or indirectly in and/or manage real estate properties, as well as real estate development projects in South East Europe (the "Region"). These include the acquisition, development, commercializing, operating and selling of property assets in the Region.

 

The Group maintains offices in Nicosia, Cyprus, Bucharest, Romania and Kiev, Ukraine.

 

As at the reporting date, the companies of the Group employed and/or used the services of 14 full time equivalent people, (2019 à 14 full time equivalent people).

 

2. Basis of preparation

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements have been prepared under the historical cost as modified by the revaluation of investment property and investment property under construction, of financial assets at fair value through other comprehensive income and of financial assets at fair value through profit and loss.

 

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

Following certain conditional agreement signed in December 2018 with Arcona Property Fund N.V for the sale of Company's non-Greek portfolio of assets, as well as plans and discussions regarding the Greek asset, the Company has classified its assets in 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 2019. 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, Ukraine, Greece and Bulgaria, reflects adjustments necessary for such consolidated financial information to be presented in accordance with IFRS.

 

4.1 Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries).

 

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

 

 

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of acquiree's identifiable net assets.

 

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

 

Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39, either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured and its subsequent settlement is accounted for within equity.

 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

 

Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3.

 

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.

 

Changes in ownership interests in subsidiaries without change of control and Disposal of Subsidiaries

 

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity.

 

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

 

4.2 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, the Bulgarian lev is the functional currency for all Group's entities in Bulgaria and the Euro is the functional currency for all the Greek and 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, Greece and Bulgaria in their functional currencies, in translating financial information of the entities domiciled in these countries into Euro for inclusion in the consolidated financial statements, the Group follows a translation policy in accordance with IAS 21, "The Effects of Changes in Foreign Exchange Rates", and the following procedures are performed:

 

· All assets and liabilities are translated at closing rate;

· Equity of the Group has been translated using the historical rates;

· Income and expense items are translated using exchange rates at the dates of the transactions, or where this is not practicable the average rate has been used;

· All resulting exchange differences are recognized as a separate component of equity;

· When a foreign operation is disposed of through sale, liquidation, repayment of share capital or abandonment of all, or part of that entity, the exchange differences deferred in equity are reclassified to the consolidated statement of comprehensive income as part of the gain or loss on sale;

· Monetary items receivable from foreign operations for which settlement is neither planned nor likely to occur in the foreseeable future and in substance are part of the Group's net investment in those foreign operations are recongised initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the foreign operation.

 

The relevant exchange rates of the European and local central banks used in translating the financial information of the entities from the functional currencies into Euro are as follows:

 

 

Average for the period

Closing as at

Currency

1 Jan 2020 - 30 June 2020

1 Jan 2019 - 31 Dec 2019

1 Jan 2018 - 30 June 2019

30 June 2020

31 December 2019

30 June 2019

USD

1,1020

1,1195

1,1298

1,1198

1,1234

1,1380

UAH

28,6031

28,9406

30,4277

29,9500

26,422

29,7302

RON

4,8163

4,7453

4,7414

4,8423

4,7793

4,7351

BGN

1,9558

1,9558

1,9558

1,9558

1,9558

1,9558

 

4.3 Discontinued operations

 

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

 

· represents a separate major line of business or geographic area of operations;

· is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or

· is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.

 

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation had been discontinued from the start of the comparative year.

 

4.4 Investment Property at fair value

 

Investment property, comprising freehold and leasehold land, investment properties held for future development, warehouse and office properties, as well as the residential property units, is held for long term rental yields and/or for capital appreciation and is not occupied by the Group. Investment property and investment property under construction are carried at fair value, representing open market value determined annually by external valuers. Changes in fair values are recorded in the statement of comprehensive income and are included in other operating income.

 

A number of the land leases (all in Ukraine) are held for relatively short terms and place an obligation upon the lessee to complete development by a 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 derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the consolidated statement of comprehensive income in the period of retirement or disposal.

 

Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation, or the commencement of an operating lease to third party. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.

 

If an investment property becomes owner occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for accounting purposes. Property that is being constructed or developed for future use as investment property is classified as investment property under construction until construction or development is complete. At that time, it is reclassified and subsequently accounted for as investment property.

 

Subsequent measurement

Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair value of investment property are included in the statement of comprehensive income in the period in which they arise.

 

If a valuation obtained for an investment property held under a lease is net of all payments expected to be made, any related liabilities/assets recognized separately in the statement of financial position are added back/reduced to arrive at the carrying value of the investment property for accounting purposes.

 

Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the statement of comprehensive income during the financial period in which they are incurred.

 

Basis of valuation

The fair values reflect market conditions at the financial position date. These valuations are prepared annually by chartered surveyors (hereafter "appraisers"). The Group appointed valuers in 2014, which remain the same the period ending 30 June 2020:

· 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 sale. These are assessed on the assumption that they are the best rent/sale prices at which a new letting/sale of an interest in property would have been completed at the date of valuation assuming: a willing landlord/buyer; that prior to the date of valuation there had been a reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest, for the agreement of the price and terms and for the completion of the letting/sale; that the state of the market, levels of value and other circumstances were, on any earlier assumed date of entering into an agreement for lease/sale, the same as on the valuation date; that no account is taken of any additional bid by a prospective tenant/buyer with a special interest; that the principal deal conditions assumed to apply are the same as in the market at the time of valuation; that both parties to the transaction had acted knowledgeably, prudently and without compulsion.

 

A number of properties are held by way of ground leasehold interests granted by the City Authorities. The ground rental payments of such interests may be reviewed on an annual basis, in either an upwards or downwards direction, by reference to an established formula. Within the terms of the lease, there is a right to extend the term of the lease upon expiry in line with the existing terms and conditions thereof. In arriving at opinions of Market Value, the appraisers assumed that the respective ground leases are capable of extension in accordance with the terms of each lease. In addition, given that such interests are not assignable, it was assumed that each leasehold interest is held by way of a special purpose vehicle ("SPV"), and that the shares in the respective SPVs are transferable.

 

With regard to each of the properties considered, in those instances where project documentation has been agreed with the respective local authorities, opinions of the appraisers of value have been based on such agreements.

 

In those instances where the properties are held in part ownership, the valuations assume that these interests are saleable in the open market without any restriction from the co-owner and that there are no encumbrances within the share agreements which would impact the sale ability of the properties concerned.

 

The valuation is exclusive of VAT and no allowances have been made for any expenses of realization or for taxation which might arise in the event of a disposal of any property.

 

In some instances the appraisers constructed a Discounted Cash Flow (DCF) model. DCF analysis is a financial modeling technique based on explicit assumptions regarding the prospective income and expenses of a property or business. The analysis is a forecast of receipts and disbursements during the period concerned. The forecast is based on the assessment of market prices for comparable premises, build rates, cost levels etc. from the point of view of a probable developer.

 

To these projected cash flows, an appropriate, market-derived discount rate is applied to establish an indication of the present value of the income stream associated with the property. In this case, it is a development property and thus estimates of capital outlays, development costs, and anticipated sales income are used to produce net cash flows that are then discounted over the projected development and marketing periods. The Net Present Value (NPV) of such cash flows could represent what someone might be willing to pay for the site and is therefore an indicator of market value. All the payments are projected in nominal US Dollar/Euro amounts and thus incorporate relevant inflation measures.

 

Valuation Approach

In addition to the above general valuation methodology, the appraisers have taken into account in arriving at Market Value the following:

 

Pre Development

In those instances where the nature of the 'Project' has been defined, it was assumed that the subject property will be developed in accordance with this blueprint. The final outcome of the development of the property is determined by the Board of Directors decision, which is based on existing market conditions, profitability of the project, ability to finance the project and obtaining required construction permits.

 

Development

In terms of construction costs, the budgeted costs have been taken into account in considering opinions of value. However, the appraisers have also had regard to current construction rates prevailing in the market which a prospective purchaser may deem appropriate to adopt in constructing each individual scheme. Although in some instances the appraisers have adopted the budgeted costs provided, in some cases the appraisers' own opinions of costs were used.

 

Post Development

Rental values have been assessed as at the date of valuation but having regard to the existing occupational markets taking into account the likely supply and demand dynamics during the anticipated development period. The standard letting fees were assumed within the valuations. In arriving at their estimates of gross development value ("GDV"), the appraisers have capitalized their opinion of net operating income, having deducted any anticipated non-recoverable expenses, such as land payments, and permanent void allowance, which has then been capitalized into perpetuity.

 

The capitalization rates adopted in arriving at the opinions of GDV reflect the appraisers' opinions of the rates at which the properties could be sold as at the date of valuation.

 

In terms of residential developments, the sales prices per sq. m. again reflect current market conditions and represent those levels the appraisers consider to be achievable at present. It was assumed that there are no irrecoverable operating expenses and that all costs will be recovered from the occupiers/owners by way of a service charge.

 

The valuations take into account the requirement to pay ground rental payments and these are assumed not to be recoverable from the occupiers. In terms of ground rent payments, the appraisers have assessed these on the basis of information available, and if not available they have calculated these payments based on current legislation defining the basis of these assessments. Property tax is not presently payable in Ukraine.

 

4.5 Investment Property under development

 

Property that is currently being constructed or developed, for future use as investment property is classified as investment property under development carried at cost until construction or development is complete, or its fair value can be reliably determined. This applies even if the works have temporarily being stopped.

 

4.6 Goodwill

 

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

 

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or Groups of cash-generating units) that is expected to benefit from the synergies of the combination.

 

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated statement of comprehensive income. An impairment loss recognized for goodwill is not reversed in subsequent periods.

 

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

4.7 Property, Plant and equipment and intangible assets

 

Property, plant and equipment and intangible non-current assets are stated at historical cost less accumulated depreciation and amortization and any accumulated impairment losses.

 

Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined and intangibles not inputted into exploitation, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

 

Depreciation and amortization are calculated on the straight‑line basis so as to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates are as follows:

 

Type

%

Leasehold

20

IT hardware

33

Motor vehicles

25

Furniture, fixtures and office equipment

20

Machinery and equipment

15

Software and Licenses

33

 

No depreciation is charged on land.

 

Assets held under leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

 

The assets residual values and useful lives are reviewed, and adjusted, if appropriate, at each reporting date.

 

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

 

Expenditure for repairs and maintenance of tangible and intangible assets is charged to the statement of comprehensive income of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

 

An item of tangible and intangible assets is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statement of comprehensive income.

 

4.8 Inventory

 

Inventory principally comprises of residential property. Inventory is recognized initially at cost, including transaction costs, which represent its fair value at the time of acquisition. Costs related to the development of land are capitalised and recognized as inventory. Inventory is carried at the lower of cost and net realizable value.

 

4.9 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.

 

4.10 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.

 

4.11 Financial Instruments

 

4.11.1 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.

 

4.11.2 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.

4.11.3 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.

 

4.11.4 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.

 

4.11.5 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.

4.12 Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

 

 the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

 

 the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

 

 the Company has the right to direct the use of the asset. The Company has this right when it has the decision making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the decision about how and for what purpose the asset is used is predetermined, the Company has the right to direct the use of the asset if either:

 

 the Company has the right to operate the asset; or

 

 the Company designed the asset in a way that predetermines how and for what purpose it will be used.

 

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non lease components and account for the lease and non lease components as a single lease component.

 

The Company as lessor

 

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

 

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub lease separately. It assesses the lease classification of a sub lease with reference to the right of use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it classifies the sub lease as an operating lease.

 

If an arrangement contains lease and non lease components, the Company applies IFRS 15 to allocate the consideration in the contract.

 

The Company recognises lease payments received under operating leases as income on a straight line basis over the lease term as part of 'other income'.

 

The accounting policies applicable to the Company as a lessor in the comparative period were not different from IFRS 16. However, when the Company was an intermediate lessor the sub leases were classified with reference to the underlying asset.

 

The Company as lessee

 

The Company recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right of use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The estimated useful lives of the right of use assets are determined on the same basis as those of property and equipment. In addition, the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

 

Lease payments included in the measurement of the lease liability comprise the following:

 fixed payments, including in substance fixed payments;

 variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencementdate;

 amounts expected to be payable under a residual value guarantee; and

 the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset, or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

 

The Company presents its right of use assets that do not meet the definition of investment property in 'Property, plant and equipment' in the statement of financial position.

 

The lease liabilities are presented in 'loans and borrowings'in the statement of financial position.

 

Short term leases and leases of low value assets

 

The Company has elected not to recognise the right of use assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low value assets (i.e. IT equipment, office equipment etc.). The Company recognises the lease payments associated with these leases as an expense on a straight line basis over the lease term.

 

4.13 Borrowings

 

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalized as part of the cost of that asset.

 

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extend there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment and amortised over the period of the facility to which it relates.

 

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortization of discounts or premium relating to borrowings, amortization of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

 

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.

 

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

4.14 Tenant security deposits

 

Tenant security deposits represent financial advances made by lessees as guarantees during the lease and are repayable by the Group upon termination of the contracts. Tenant security deposits are recognized at nominal value.

 

4.15 Impairment of tangible and intangible assets other than goodwill

 

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment loss annually, and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

If the recoverable amount of an asset (or cash‑generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash‑generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash‑generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (cash‑generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

4.16 Share Capital

 

Ordinary shares are classified as equity.

 

4.17 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.

 

4.18 Share-based compensation

 

The Group had in the past and intends in the future to operate a number of equity-settled, share-based compensation plans, under which the Group receives services from Directors and/or employees as consideration for equity instruments (options) of the Group. The fair value of the Director and employee cost related to services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions. The total amount expensed is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At each financial position date, the Group revises its estimates on the number of options that are expected to vest based on the non-marketing vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options are exercised.

 

4.19 Provisions

 

Provisions are recognized when the Group has a present obligation (legal, tax or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. As at the reporting date the Group has settled all its construction liabilities.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

 

4.20 Non‑current liabilities

 

Non‑current liabilities represent amounts that are due in more than twelve months from the reporting date.

 

4.21 Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. It is recognized to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group and the revenue can be measured reliably. Revenue earned by the Group is recognized on the following bases:

 

4.21.1 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.

 

4.21.2 Dividend income

 

Dividend income from investments is recognized when the shareholders' right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).

 

4.21.3 Interest income

 

Interest income is recognized on a time-proportion (accrual) basis, using the effective interest rate method.

 

4.21.4 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.

 

4.22 Service charges and expenses recoverable from tenants

 

Income arising from expenses recharged to tenants is recognized on an accrual basis.

 

4.23 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.

4.24 Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

 

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

 

All other borrowing costs are recognized in the statement of comprehensive income in the period in which they are incurred as interest costs which are calculated using the effective interest rate method, net result from transactions with securities, foreign exchange gains and losses, and bank charges and commission.

 

4.25 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.

 

4.26 Taxation

 

Income tax expense represents the sum of the tax currently payable and deferred tax.

 

4.26.1 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.

 

4.26.2 Deferred tax

 

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.

 

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

 

4.26.3 Current and deferred tax for the year

 

Current and deferred tax are recognized in the statement of comprehensive income, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

 

The operational subsidiaries of the Group are incorporated in Ukraine and Romania, while the Parent and some holding companies are incorporated in Cyprus. The Group's management and control is exercised in Cyprus.

 

The Group's Management does not intend to dispose of any asset, unless a significant opportunity arises. In the event that a decision is taken in the future to dispose of any asset it is the Group's intention to dispose of shares in subsidiaries rather than assets. The corporate income tax exposure on disposal of subsidiaries is mitigated by the fact that the sale would represent a disposal of the securities by a non‑resident shareholder and therefore would be exempt from tax. The Group is therefore in a position to control the reversal of any temporary differences and as such, no deferred tax liability has been provided for in the financial statements.

 

4.26.4 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.

 

4.26.5 Dividend distribution

 

Dividend distribution to the Company's shareholders is recognized as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.

 

4.27 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.

4.28 Operating segments analysis

 

Segment reporting is presented on the basis of Management's perspective and relates to the parts of the Group that are defined as operating segments. Operating segments are identified on the basis of their economic nature and through internal reports provided to the Group's Management who oversee operations and make decisions on allocating resources serve. These internal reports are prepared to a great extent on the same basis as these consolidated financial statements.

 

For the reporting period the Group has identified the following material reportable segments, where the Group is active in acquiring, holding, managing and disposing:

 

Commercial-Industrial

Residential

Land Assets

· Warehouse segment

· Office segment

· Retail segment

· Residential 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.

 

4.29 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.

 

4.30 Comparative Period

 

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

 

5. Critical accounting estimates and judgments

 

In March 2018 the IASB issued a comprehensive set of concepts for financial reporting, the revised ''Conceptual Framework for Financial Reporting'' (Conceptual Framework), replacing the previous version issued in 2010. The main changes to the framework's principles have implications for how and when assets and liabilities are recognised and derecognised in the financial statements, while some of the concepts in the revised Framework are entirely new (such as the ''practical ability'' approach to liabilities''. To assist companies with the transition, the IASB issued a separate accompanying document ''Amendments to References to the Conceptual Framework in IFRS Standards''. This document updates some references to previous versions of the Conceptual Framework in IFRS Standards, their accompanying documents and IFRS Practice Statements.

 

(i) Issued by the IASB but not yet adopted by the European Union

 

New standards

• IFRS 17 ''Insurance Contracts'' (effective for annual periods beginning on or after 1 January 2021).

In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts that was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e. life, non life, direct insurance and re insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. A few scope exceptions will apply.

Amendments

• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non current (issued on 23 January 2020) (effective for annual periods beginning on or after 1 January 2020).

 

• Amendment to IFRS 3 Business Combinations (issued on 22 October 2018) (effective for annual periods beginning on or after 1 January 2020)

The amendments revise definition of a business. A business must have inputs and a substantive process that together significantly contribute to the ability to create outputs. The new guidance provides a framework to evaluate when an input and a substantive process are present, including for early stage companies that have not generated outputs. An organised workforce should be present as a condition for classification as a business if are no outputs. The definition of the term 'outputs' is narrowed to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits. It is also no longer necessary to assess whether market participants are capable of replacing missing elements or integrating the acquired activities and assets. An entity can apply a 'concentration test'. The assets acquired would not represent a business if substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets).

• IFRS 10 (Amendments) and IAS 28 (Amendments) ''Sale or Contribution of Assets between an Investor and its Associate or Joint Venture(effective date postponed indefinitely).

The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (as defined in IFRS 3). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business. In December 2015, the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting.

The above are expected to have no significant impact on the Company's financial statements when they become effective.

 

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.

 

6. Risk Management 

 

· Fair value of investment property

The fair value of investment property is determined by using various valuation techniques. The Group selects accredited professional valuers with local presence to perform such valuations. Such valuers use their judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each financial reporting date. The fair value has been estimated as at 31 December 2019 (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 recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

 

· Impairment of tangible assets

Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

 

· Provision for deferred taxes

Deferred tax is not provided in respect of the revaluation of the investment property and investment property under development as the Group is able to control the timing of the reversal of this temporary difference and the Management has intention not to reverse the temporary difference in the foreseeable future. The properties are held by subsidiary companies in Ukraine, Greece and Romania. Management estimates that the assets will be realized through a share deal rather than through an asset deal. Should any subsidiary be disposed of, the gains generated from the disposal will be exempt from any tax.

 

· Application of IFRS 10

The Group has considered the application of IFRS 10 and concluded that the Company is not an Investment Entity as defined by IFRS 10 and it should continue to consolidate all of its investments, as in 2016. The reasons for such conclusion are among others that the Company continues:

a) not to be an Investment Management Service provider to Investors,

b) to actively manages its own portfolio (leasing, development, allocation of capital expenditure for its properties, marketing etc.) in order to provide benefits other than capital appreciation and/or investment income,

c) to have investments that are not bound by time in relation to the exit strategy nor to the way that are being exploited,

d) to provide asset management services to its subsidiaries, as well as loans and guarantees (directly or indirectly),

e) even though is using Fair Value metrics in evaluating its investments, this is being done primarily for presentation purposes rather that evaluating income generating capability and making investment decisions. The latter is being based on metrics like IRR, ROE and others.

 

7. 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

30 June 2020

as at

 31 Dec 2019

as at

30 June 2019

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 Aisi Bela

Ukraine

Bela Logistic Park

Balabino Project

-

-

100

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

EOS Business Park

100

100

100

N-E Real Estate Park First Phase Srl

Romania

100

100

100

Victini Holdings Limited

Cyprus

Victini Logistics

100

100

100

Victini Logistics Park S.A. (ex SPDI Logistics S.A.)

Greece

-

-

100

Zirimon Properties Limited

Cyprus

Delea Nuova (Delenco)

100

100

100

Bluehouse Accession Project IX Limited

Cyprus

 

100

100

100

Bluehouse Accession Project IV Limited

Cyprus

100

100

100

BlueBigBox 3 Srl

Romania

100

100

100

SPDI Real Estate Srl

Romania

Kindergarten

50

50

50

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

100

100

Diforio Holdings Limited

Cyprus

Residential and Land portfolio

100

100

100

Demetiva Holdings Limited

Cyprus

100

100

100

Ketiza Holdings Limited

Cyprus

90

90

90

Frizomo Holdings Limited

Cyprus

100

100

100

Ketiza Real Estate Srl

Romania

90

90

90

Edetrio Holdings Limited

Cyprus

100

100

100

Emakei Holdings Limited

Cyprus

100

100

100

RAM Real Estate Management Limited

Cyprus

50

50

50

Iuliu Maniu Limited

Cyprus

45

45

45

Moselin Investments Srl

Romania

45

45

45

Rimasol Enterprises Limited

Cyprus

44,24

44,24

44,24

Rimasol Real Estate Srl

Romania

44,24

44,24

44,24

Ashor Ventures Limited

Cyprus

44,24

44,24

44,24

Ashor Development Srl

Romania

44,24

44,24

44,24

Jenby Ventures Limited

Cyprus

44,30

44,30

44,30

Jenby Investments Srl

Romania

44,30

44,30

44,30

Ebenem Limited

Cyprus

44,30

44,30

44,30

Ebenem Investments Srl

Romania

44,30

44,30

44,30

Sertland Properties Limited

Cyprus

100

100

100

Boyana Residence ood

Bulgaria

-

-

100

Mofben Investments Limited

Cyprus

100

100

100

SPDI Management Srl

Romania

 

100

100

100

 

During the 2019 the Group proceeded with the disposal of Aisi Bela in Ukraine as well as with the disposal of the Boyana Residence in Bulgaria, as part of the Arcona's transaction. In addition the Group also disposed of Victini Logistics Park AE in Greece on top of the aforementioned transactions with Arcona.

 

The Group has resolved to streamline its structure in Cyprus and Romania for cost cutting and tax optimization purposes. Towards this goal, during 2018 the following mergers have been finalized:

 

Α. merger by absorption of SecVista Real Estate Srl acting as Absorbed Company, with Best Day Real Estate Srl acting as Absorbing Company,

 

Β. merger by absorption of SecRom Real Estate Srl and Secure Property Development and Investment Srl acting as Absorbed Companies, with N-E Real Estate Park First Phase Srl acting as Absorbing Company.

 

Following extended but unsuccessful negotiations for more than 2 years with Tonescu Finance Srl, the company which has acquired Monaco Towers property's loan, SecMon Real Estate Srl entered voluntarily in January 2018 into insolvency process, in order to protect its interests against its creditor, given that the value of the assets is higher than the value of the relevant loan. The entering of SecMon Real Estate Srl in the insolvency process means loss of control as per the definition of IFRS 10. As such SecMon Real Estate Srl is not consolidated in the present consolidated financial statements.

 

8. Discontinued operations

 

8.(a) Description

 

The Company announced at 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 currently it is negotiating with Arcona the sale of the assets included in Stage 2 of the transaction, EOS and Delenco assets in Romania, as well as the Rozny, Tsymlyanskiy and Kiyanovskiy assets in Ukraine

 

Additionally, the Company also sold the Greek logistics property Victini Logistics, which was not part of the Arcona transaction.

 

The companies that are classified under discontinued operations are the followings:

Bulgaria: Boyana Residence ood (sold during 2019)

Cyprus: Ashor Ventures Limited, Ebenem Limited, Jenby Ventures Limited, Edetrio Holdings Limited, Rimasol Enterprises Limited, Emakei Holdings Limited, Iuliu Maniu Limited, Ram Real Estate Management Limited, Frizomo Holdings Limited, Ketiza Holdings Limited

Greece: Victini Logistics Park S.A. (sold during 2019)

Romania: Ashor Development Srl, Ebenem Investments Srl, Jenby Investments Srl, Rimasol Real Estate Srl, Moselin Investments Srl, Best Day Real Estate Srl, N-E Real Estate Park First Phase Srl, Ketiza Real Estate Srl, SPDI Real Estate Srl

Ukraine: LLC Aisi Bela (sold during 2019), LLC Aisi Ukraine, LLC AlmazPresUkraine, 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 & 4.10).

 

8.(b) Results of discontinued operations

 

For the period ended 30 June 2020

 

Note

30 June 2020

30 June 2019

 

 

Income

9

513.533

1.203.928

Asset operating expenses

10

(193.889)

(319.445)

Net Operating Income

 

319.644

884.483

 

 

 

 

Administration expenses

11

(77.490)

(111.352)

Share of profits from associates

20

218.862

224.177

Valuation gains/(losses) from Investment Property

12

996.297

408.684

Net profit /(loss) on disposal of investment property

13b

1.199

(2.067)

Other operating income/(expenses), net

14

48

237.474

Operating profit

 

1.458.560

1.641.399

 

 

 

 

Finance income

15

4.670

5.041

Finance costs

15

(446.066)

(706.132)

Profit /(Loss) before tax and foreign exchange differences

 

1.017.164

940.308

 

 

 

 

Foreign exchange (loss), net

16a

(132.904)

(274.005)

Profit/(Loss) before tax

 

884.260

666.303

 

 

 

 

Income tax expense

17

(23.452)

(16.368)

 

 

 

 

Profit/(Loss) for the year

 

860.808

649.935

 

 

 

 

Profit/(Loss) attributable to:

 

 

 

Owners of the parent

 

962.448

513.193

Non-controlling interests

 

(101.640)

136.742

 

 

860.808

649.935

 

8.(c) Cash flows from(used in) discontinued operation

 

 

30 June 2020

30 June 2019

 

Net cash flows provided in operating activities

179.050

947.288

Net cash flows from / (used in) financing activities

744.056

(1.380.187)

Net cash flows from / (used in) investing activities

(1.122.110)

371.819

Net increase/(decrease) from discontinued operations

(199.004)

(61.080)

 

8.(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 2020:

 

 

Note

30 June 2020

31 Dec 2019

 

 

Assets classified as held for sale

 

 

 

 

 

 

 

Investment properties

18.4a

40.967.207

42.180.852

Tangible and intangible assets

22

12.902

14.342

Long-term receivables and prepayments

23

315.261

315.265

Investments in associates

20

5.591.114

5.380.021

Financial asset at fair value through OCI

21

1

1

Prepayments and other current assets

25

1.689.577

1.470.772

Cash and cash equivalents

27

558.902

530.374

Total assets of group held for sale

 

49.134.964

49.891.627

 

 

 

 

Liabilities directly related with assets classified as held for sale

 

 

 

 

 

 

 

Borrowings

31

8.559.266

8.949.660

Finance lease liabilities

36

9.797.475

10.084.470

Trade and other payables

33

954.364

1.015.266

Taxation

35

302.566

216.563

Deposits from tenants

34

66.371

67.269

Total liabilities of group held for sale

 

19.680.042

20.333.228

 

 

9. Income

 

Income from continued operations for the period ended 30 June 2020 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.

 

Continued operations

30 June 2020

30 June 2019

 

Rental income

286.536

132.025

Service charges and utilities income

93.450

18.016

Property management income

20.000

-

Total income

399.986

150.041

 

Income from discontinued operations for the period ended 30 June 2020 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), and EOS Business Park (Romania),

b) rental income and service charges by tenants of the Residential Portfolio, and;

c) income from third parties and /or partners for consulting and managing real estate properties

 

Discontinued operations (Note 8)

30 June 2020

30 June 2019

 

Rental income

497.248

1.076.619

Sale of electricity

-

82.965

Service charges and utilities income

15.238

43.281

Service and property management income

1.047

1.063

Total income

513.533

1.203.928

 

Occupancy rates in the various income producing assets of the Group as at 30 June 2020 were as follows:

 

Income producing assets

%

 

30 June 2020

30 June 2019

EOS Business Park

Romania

100

100

Innovations Logistics Park

Romania

83

83

Victini Logistics

Greece

-

100

Kindergarten

Romania

100

100

 

10. Asset operating expenses

 

The Group incurs expenses related to the proper operation and maintenance of all properties in Kiev and Bucharest,. A part of these expenses is recovered from the tenants through the service charges and utilities recharge (Note 9).

 

Under continued operations are no any expenses related to asset operating expenses.

 

Under discontinued operations are all the expenses related to Innovations Logistics Park (Romania), EOS Business Park (Romania), Residential Portfolio (Romania), GreenLake (Romania), and all Ukrainian properties.

 

Discontinued operations (Note 8)

30 June 2020

30 June 2019

 

Property related taxes

(54.682)

(103.884)

Repairs and technical maintenance

(14.701)

(134.613)

Utilities

(88.711)

(23.630)

Property security

(13.903)

(22.282)

Property insurance

(1.495)

(11.805)

Leasing expenses

(20.319)

(23.231)

Other investment property operating expenses

(78)

-

Total

(193.889)

(319.445)

 

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 decreased substantially in 2020 since during H1 2029 relevant works performed in Innovations Logistics Park in Bucharest, essential for hosting successfully new tenant in the cold spaces of the property.

 

Utilities refer mainly to electricity and fuel costs which increased substantially as a result of the use of temperature controlled space by new tenant in Innovations Logistics Park (Romania) during the whole of the period. Such costs are re-invoiced to the tenant.

 

Leasing expenses reflect expenses related to long term land leasing.

11. Administration Expenses

 

Continued operations

30 June 2020

30 June 2019

 

Salaries and Wages

(188.094)

(247.355)

Advisory fees

(218.475)

(146.649)

Due Dilligence expenses for non acquired projects

-

(60.410)

Public group expenses

(71.053)

(38.583)

Corporate registration and maintenance fees

(24.791)

(31.765)

Vat Expensed

(4.447)

(84.423)

Audit and accounting fees

(62.185)

(55.504)

Legal fees

(41.275)

(59.293)

Depreciation/Amortization charge

(1.724)

(1.699)

Corporate operating expenses

(68.793)

(75.029)

Total Administration Expenses

(680.837)

(800.710)

 

Discontinued operations (Note 8)

30 June 2020

30 June 2019

 

Salaries and Wages

(10.608)

(20.015)

Advisory fees

(2.169)

(5.589)

Corporate registration and maintenance fees

(18.586)

(22.329)

Vat Expensed

(4.483)

(4.179)

Audit and accounting fees

(19.174)

(30.059)

Legal fees

-

(8.224)

Depreciation/Amortization charge

(1.896)

(10.649)

Corporate operating expenses

(20.574)

(10.308)

Total Administration Expenses

(77.490)

(111.352)

 

Salaries and wages include the remuneration of the CEO, the CFO, the Group Commercial Director and the Country Managers of Ukraine and Romania, as well as the salary cost of personnel employed in the various Company's offices in the region.

 

Advisory fees are mainly related to advisors, brokers and other professionals engaged in relevant transactions and capital raising campaigns, as well as outsourced human resources support on the basis of relevant contracts

 

Audit and accounting expenses include the audit fees and accounting fees for the Company and all the subsidiaries.

 

Public group expenses include among others fees paid to the AIM:LSE stock exchange and the Nominated Adviser of the Company, as well as other expenses related to the listing of the Company. The increase is such costs is due to a related credit invoice which issued and posted during H1 2019 resulted in a significant reduction of the total amount during that period.

 

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, Ukrainian, Bulgarian (in 2019) and Greek (in 2019) operations.

 

12. Valuation gains / (losses) from investment properties

 

Discontinued operations (Note 8)

 

Property Name (€)

Valuation gains/(losses)

 

30 June 2020

30 June 2019

 

Bela Logistic Park

-

(79.758)

Kiyanovskiy Residence

349.653

(47.264)

Tsymlyanskiy Residence

135.349

(16.247)

Balabino Project

-

(22.155)

Rozny Lane

23.586

6.448

Innovations Logistics Park

138.654

159.177

EOS Business Park

100.720

114.127

Residential Portfolio

9.588

20.333

GreenLake

219.937

252.911

Kindergarten

18.810

21.112

Total

996.297

408.684

 

 

13. Gain/ (Loss) from disposal of Investment properties

 

During the reporting period the Group proceeded with selling properties classified under either Investment Property (Romanian residential assets) designated as non-core assets. The gain/ (losses) from disposal of such properties are presented below:

 

During H1 2020 the Group sold 2 parking spaces (H1 2019: 1 apartment) in Romfelt Plaza (Doamna Ghica) and 2 apartments, 8 parking spaces and 1 commercial space in Zizin (H1 2019: 2 apartments and 1 parking space). The Group also sold one villa in Moselin (Greenlake Parcel K).

 

Discontinued operations (Note 8)

30 June 2020

30 June 2019

 

Income from sale of investment property

744.052

249.600

Cost of investment property

(742.853)

(251.667)

Loss from disposal of investment property

1.199

(2.067)

 

14. Other operating income/(expenses), net

 

Continued operations

30 June 2020

30 June 2019

 

Other income

39.653

66.810

Other income

39.653

66.810

 

 

 

Penalties

(4.638)

(754)

Other expenses

(710)

-

Other expenses

(5.348)

(754)

 

 

 

Other operating income/(expenses), net

34.305

66.056

 

Discontinued operations (Note 8)

30 June 2020

30 June 2019

 

Accounts payable written off

95

238.399

Other income

95

238.399

 

 

 

Penalties

-

(452)

Other expenses

(47)

(473)

Other expenses

(47)

(925)

 

 

 

Other operating income/(expenses), net

48

237.474

 

Accounts payable written off in H1 2019 relates to Boyana asset which sold later in the year, and in particular to a payable to constructor of the project as part of the withholding of a Good Performance Guarantee that has been written off as a result of statute of limitations.

 

Other income, for both periods, represent income received as part of the sale of Terminal Brovary and in particular sale prce adjustment according to the relevant sale and purchase agreement.

 

15. Finance costs and income

 

Continued operations

 

 

 

 

 

Finance income

30 June 2020

30 June 2019

 

Interest received from non-bank loans (Note 40.1.1)

260.543

232.715

Total finance income

260.543

232.715

 

 

Finance costs

30 June 2020

30 June 2019

 

Interest expenses (bank)

-

(700)

Interest expenses (non-bank) (Note 40.1.2)

(19.381)

(24.837)

Finance charges and commissions

(3.210)

(8.324)

Bonds interest

(33.973)

(33.787)

Total finance costs

(56.564)

(67.648)

 

 

 

Net finance result

203.979

165.067

 

 

 

 

 

 

 

Discontinued operations (Note 8)

 

 

 

 

 

Finance income

30 June 2020

30 June 2019

 

Interest received from non-bank loans (Note 40.1.1)

4.670

4.645

Interest income associated with banking accounts

-

396

Total finance income

4.670

5.041

 

Finance costs

30 June 2020

30 June 2019

 

Interest expenses (bank)

(201.500)

(454.405)

Interest expenses (non-bank) (Note 40.1.2)

(7.048)

(3.550)

Finance leasing interest expenses

(236.173)

(246.872)

Finance charges and commissions

(1.345)

(1.305)

Total finance costs

(446.066)

(706.132)

 

 

 

Net finance result

(441.396)

(701.091)

 

Interest income from non-bank loans, reflects income from loans granted by the Group for financial assistance of associates. This amount includes also interest on Loan receivables from 3rd parties provided as an advance payment for acquiring a participation in an investment property portfolio (Olympians portfolio) in Romania. The loan provided initially with a convertibility option which was not exercised. According to the last addendum, the loan had certain one-off and monthly payments for a period until 30 June 2020. The two parties are currently engaged in discussions for agreeing and signing a new addendum with a new re-payment schedule. The loan is bearing a fixed interest rate of 10% and secured by relevant corporate guarantees, while the Company is in the process of getting agreed security in the form of pledge of shares following the relevant process provided in the initial Loan Agreement.

 

Borrowing interest expense represents interest expense charged on bank and non-bank borrowings (Note 31).

 

Finance leasing interest expenses relate to the sale and lease back agreements of the Group (Note 36).

 

Finance charges and commissions include regular banking commissions and various fees paid to the banks.

 

Bonds interest represent interest calculated for the bonds issued by the Company during 2018 (Note 32).

 

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 loss for the year ended 30 June 2020 from continued operations amounted to €42.043 (30 June 2019: loss €43.865).

 

The exchange loss from discontinued operations for the year ended 30 June 2020 amounted to €132.904 (30 June 2019: loss €274.005) (Note 8).

 

b. Exchange difference on intercompany loans to foreign holdings

 

The Company has loans receivable from foreign group subsidiaries which are considered as part of the Group's net investments in those foreign operations (Note 40.3). For these intercompany loans the foreign exchange differences are recognized initially in other comprehensive income and in a separate component of equity. During 30 June 2020, the Group recognized a foreign exchange loss of €42.638 (30 June 2019:profit €21.828).

 

17. Tax Expense

Continued operations

30 June 2020

30 June 2019

 

Income and defence tax expense

(81)

(2.212)

Taxes

(81)

(2.212)

 

Discontinued operations (Note 8)

30 June 2020

30 June 2019

 

Income and defence tax expense

(23.452)

(16.368)

Taxes

(23.452)

(16.368)

 

For the period ended 30 June 2020 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

 

Victini Logistics (ex GED) is a logistics park comprising 17.756 gross leasable sqm. It is fully let to the German multinational transportation and logistics company, Kuehne & Nagel and to a Greek commercial company trading electrical appliances GE Dimitriou SA. On the roof of the warehouse there is a 1MW photovoltaic park installed with the electricity generated being sold to Greek Electric Grid on a long term contract. The asset was sold within 2019.

 

EOS Business Park consists of 3.386 sqm gross leasable area and includes a Class A office Building in Bucharest, which is currently fully let to Danone Romania until 2025.

 

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 was 83% leased at the end of the reporting period.

 

• During 2017 the Company proceeded with an internal reorganization and the Kindergarten asset of GreenLake which was under the ownership of the associate GreenLake Development Srl was acquired by a separate entity (SPDI Real Estate). The Kindergarten is fully let to one of Bucharest's leading private schools and produces an annual rent inflow of ~€115.000.

 

Residential Assets

 

The Company owns a residential portfolio, consisting at the end of the reporting period of 16 apartments and villas across four three separate complexes located in different residential areas of Bucharest (Residential portfolio: Romfelt Plaza, Blooming House, GreenLake Residential: GreenLake Parcel K). During 2017 Tonescu Finance (the company which acquired the Monaco Towers related loan) commenced against SecMon Real Estate Srl legal proceedings and in order for SecMon Real Estate Srl to protect itself it entered voluntarily in January 2018 into insolvency process in January 2018. The entering of SecMon Real Estate Srl in the insolvency process means loss of control as per the definition of IFRS 10. As such SecMon Real Estate Srl (Monaco Towers assets) is not consolidated in the present financial statements. (Note 8).

 

Land Assets

 

Bela Logistic Park is a 22,4 Ha plot in Odessa situated on the main highway to Kiev. Following the issuance of permits in 2008, below ground construction for the development of a 103.000 sqm GBA logistic center commenced. Construction was put on hold in 2009. The asset was sold in H2 2019.

 

Kiyanovskiy Residence consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, overlooking the scenic Dnipro River, St. Michael's Spires and historic Podil neighborhood.

 

Tsymlyanskiy Residence is a 0,36 Ha plot of land located in the historic Podil District of Kiev and is destined for the development of a residential complex.

 

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.

 

Balabino Project is a 26,38 Ha plot of land situated on the south entrance of Zaporizhia, a city in the south of Ukraine with a population of 800.000 people. Balabino Project is zoned for retail and entertainment development. The asset was sold in H2 2019.

 

GreenLake land is a 40.360 sqm plot and is adjacent to the GreenLake part of the Company's residential portfolio, which is classified under Investments in Associates (Note 20). It is situated in the northern part of Bucharest on the bank of Grivita Lake in Bucharest. SPDI owns ~44% of these plots, but has effective management control.

 

Boyana Land: The complex of Boyana Residence ood includes adjacent land plots available for sale or development of ~22.000 sqm of gross buildable area. The asset was sold in H2 2019.

 

 

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.

 

Continued Operations

In H1 2020 and 2019 , the Company did not have any Investment Property assets classified within continued operations.

 

Discontinued Operations

30 June 2020 ()

 

 

Fair Value movements

 

 

Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount as at 30/06/2020

Foreign exchange translation difference

 

Fair value gain/(loss) based on local currency valuations

Transfer to FA at fair value through OCI (Note 21)

Disposals and change in allowance for investment property

for H1 2020

Transfer from Continued Operations

Carrying amount as at 31/12/2019

Kiyanovskiy Residence

Land

2.768.351

(340.782)

349.653

-

-

-

2.759.480

Tsymlyanskiy Residence

Land

1.071.620

(131.915)

135.349

-

-

-

1.068.186

Balabino Project

Land

-

-

-

-

-

-

 

Rozny Lane

Land

1.071.620

(20.152)

23.586

-

-

-

1.068.186

Total Ukraine

 

4.911.591

(492.849)

508.588

-

-

-

4.895.852

Innovations Logistics Park

Warehouse

10.600.000

(138.654)

138.654

-

-

-

10.600.000

EOS Business Park

Office

7.700.000

(100.720)

100.720

-

-

-

7.700.000

Residential portfolio

Residential

341.476

(496.119)

9.588

-

95.007

-

733.000

GreenLake

Land

15.976.140

(219.937)

219.937

-

(837.860)

-

16.814.000

Kindergarten

Retail

1.438.000

(18.810)

18.810

-

-

-

1.438.000

Total Romania

 

36.055.616

(974.240)

487.709

-

(742.853)

-

37.285.000

 

 

 

 

 

 

 

 

Total

 

40.967.207

(1.467.089)

996.297

-

(742.853)

-

42.180.852

 

Discontinued Operations

31 December 2019 ()

 

 

Fair Value movements

 

Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount as at 30/06/2019

Foreign exchange translation difference

 

Fair value gain/(loss) based on local currency valuations

Transfer to FA at fair value through OCI (Note 21)

Disposals and change in allowance for investment property

for H1 2019

Transfer from Continued Operations

Carrying amount as at 31/12/2018

Bela Logistic Park

Land

-

-

-

(4.716.157)

-

-

4.716.157

Kiyanovskiy Residence

Land

2.759.480

507.983

(543.263)

-

-

-

2.794.760

Tsymlyanskiy Residence

Land

1.068.186

185.028

(77.541)

-

-

-

960.699

Balabino Project

Land

-

-

-

(1.310.044)

-

-

1.310.044

Rozny Lane

Land

1.068.186

 

20.152

-

-

-

1.048.034

Total Ukraine

 

4.895.852

693.011

(600.652)

(6.026.201)

-

-

10.829.694

Innovations Logistics Park

Warehouse

10.600.000

(257.785)

257.785

-

-

-

10.600.000

EOS Business Park

Office

7.700.000

(185.545)

285.545

-

-

-

7.600.000

Residential portfolio

Residential

733.000

(32.889)

27.366

(615.477)

-

-

1.354.000

Greenlake

Land

16.814.000

(409.385)

381.385

-

-

-

16.842.000

Greenlake -kindergarten

Commercial

1.438.000

(34.423)

66.423

-

-

-

1.406.000

Total Romania

 

37.285.000

(920.027)

1.018.504

(615.477)

-

-

37.802.000

Boyana

Land

-

-

-

(4.230.000)

-

-

4.230.000

Total Bulgaria

 

-

-

-

(4.230.000)

-

-

4.230.000

Victini Logistics

Warehouse

-

-

-

(15.200.000)

-

-

15.200.000

Total Greece

 

-

-

-

(15.200.000)

-

-

15.200.000

Total

 

42.180.852

(227.016)

417.852

(26.071.678)

-

-

68.061.694

 

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 2020

31 Dec 2019

 

 

 

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

 

 

 

 

Bela Logistic Park

Odesa

Land and Development Works for Warehouse

LLC Aisi Bela

-

-

-

-

Kiyanovskiy Residence

Podil,

Kiev City Center

Land for residential development

LLC Aisi Ukraine

LLC Trade Center

 

-

2.768.351

-

2.759.480

Tsymlyanskiy Residence

Podil,

Kiev City Center

Land for residential

Development

LLC AlmazPresUkraine

-

1.071.620

-

1.068.186

Balabino Project

Zaporizhia

 

Land for retail development

LLC Aisi Bela

-

-

-

-

Rozny Lane

Brovary district, Kiev

Land for residential

Development

SC Secure Capital Limited

-

1.071.620

-

1.068.186

Total Ukraine

 

 

 

-

4.911.591

-

4.895.852

Innovations Logistics Park

Clinceni, Bucharest

Warehouse

Myrnes Innovations Park Limited

Best Day Real Estate Srl

-

10.600.000

-

10.600.000

EOS Business Park

Bucharest

Office building

Yamano Holdings Limited,

N-E Real Estate Park First Phase Srl

-

7.700.000

-

7.700.000

Kindergarten

Bucharest

Retail

SPDI Real Estate Srl

-

1.438.000

-

1.438.000

Residential Portfolio

Bucharest

Residential apartments

(3 in total in 2 complexes)

SEC South East Continent Unique Real Estate Investments II Limited

Ketiza Holdings Limited

Ketiza Real Estate Srl

N-E Real Estate Park First Phase Srl (in 2018 after merger with SecRom Real Estate Srl)

-

341.476

-

733.000

GreenLake

Bucharest

Residential villas

(13 villas) &

land for residential development

SEC South East Continent Unique Real Estate (Secured) Investments Limited

Edetrio Holdings Limited

Emakei Holdings Limited

Iuliu Maniu Limited

Ram Real Estate Management Limited

Moselin Investments Srl

Rimasol Enterprises Limited

Rimasol Real Estate Srl

Ashor Ventures Limited

Ashor Development Srl

Jenby Investments Srl

Ebenem Investments Srl

-

15.976.140

-

16.814.000

Total Romania

 

 

 

-

36.055.616

-

37.285.000

 

 

 

 

 

TOTAL

 

 

 

-

40.967.207

-

42.180.852

 

 

18.4 Investment Property analysis

 

a. Investment Properties

 

The following assets are presented under Investment Property: Innovations Logistics park, EOS Business Park, Kindergarten of GreenLake, the Residential Portfolio (consisting of apartments in 2 complexes) and GreenLake parcel K, as well as all the land assets namely Kiyanovskiy Residence, Tsymlyanskiy Residenceand Rozny Lane in Ukraine, and GreenLake in Romania

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

At the beginning of the reporting period

-

42.180.852

-

63.345.537

Disposal of investment Property

-

(742.853)

-

(21.355.521)

Revaluation (loss)/gain on investment property

-

996.297

-

417.852

Translation difference

-

(1.467.089)

-

(227.016)

As at the end of the reporting period

-

40.967.207

-

42.180.852

 

Disposals in H1 2020 of Investment Properties represent the sales of apartments,commercial spaces and parking spaces of residential portfolio. During 2019 the Bela and Balabino land plots in Ukraine, the Boyana Residence in Bulgaria and the Victini Logistics asset in Greece were sold.

 

b. Investment Properties Under Development

 

Investment property under development represents the carrying value of Bela Logistic Park property, which has reached the +10% construction in late 2008 but it is stopped since then. This property sold during December 2019.

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

At 1 January

-

-

-

4.716.157

Revaluation on investment property

-

-

-

-

Disposal of IP

-

-

-

(4.716.157)

Translation difference

-

-

-

-

Transferred to Assets held for sale

-

-

-

-

At 31 December

-

-

-

-

 

19. Investment Property Acquisitions, Goodwill Movement and Disposals

 

 Disposal of subsidiaies

 

 

Victini Logistics Park AE

Aisi Bela

Boyana

Total

 

 

 

 

 

ASSETS

Non-current assets

 

 

 

 

Investment property

15.200.000

1.318.104

4.230.000

20.748.104

Investment property under construction

-

4.745.167

-

4.745.167

Tangibles and intangibles assets

16.994

-

-

16.994

 

15.216.994

6.063.271

4.230.000

25.510.265

Current assets

 

 

 

 

Inventories

-

-

4.604.044

4.604.044

Prepayments and other current assets

475.143

938

1.255

477.336

Cash and cash equivalents

35.994

27

2.187

38.208

 

511.137

965

4.607.486

5.119.588

Total assets

15.728.131

6.064.236

8.837.486

30.629.853

 

 

 

 

 

Non-current liabilities

 

 

 

 

Borrowings

10.082.370

-

2.257.980

12.340.350

Deposits from tenants

151.930

-

-

151.930

 

10.234.300

-

2.257.980

12.492.280

Current liabilities

 

 

 

 

Borrowings

-

-

336.329

336.329

Trade and other payables

586.870

78.068

24.046

688.984

Tax Payable

180.883

-

136.138

317.021

Provisions

42.512

-

-

42.512

 

810.265

78.068

496.513

1.384.846

Total liabilities

11.044.565

78.068

2.754.493

13.877.126

Net assets disposed

4.683.566

5.986.168

6.082.993

16.752.727

Financed by

 

 

 

 

Cash consideration received

2.030.624

-

-

2.030.624

Retained receivables from tenants

337.600

-

-

337.600

Financial assets received

-

3.735.555

4.241.544

7.977.099

Bank Loan pending transfer (Notes 25 & 44 c)

-

-

775.641

775.641

Net deferred consideration in the form of a loan receivable

-

-

639.000

639.000

Total result from disposal

(2.315.342)

(2.250.613)

 (426.808)

(4.992.763)

 

On 8 August 2019 Victini Logistcs Park AE the owner of Victini Logistics property in Athens, Greece, was sold at a Gross Asset Value of EUR 12,5m payable in cash, excluding the receivables from the tenant of the property G. Dimitriou S.A. of a total of EUR 337.600 plus all future rent invoicing until 31/12/2020. The transaction resulted in a cash inflow of EUR 2,03m, plus the amount to be recovered in the future from G.Dimitriou S.A.

 

On 1 November 2019 the Company announced the disposal of Aisi Bella, the owner company of Bella and Balabino assets in Ukraine, to Arcona in exchange for the issue to the Company of 277.943 new shares in Arcona and 67.063 warrants over shares in Arcona. Based on the NAV per Arcona share the consideration corresponds to EUR 3,7m (excluding the issue of warrants), while the price paid for the warrants was EUR1. The warrants give the Company the right to receive ordinary shares in Arcona of EUR 5 each nominal value, exercisable before 1 November 2024 and when the shares have traded at a volume weighted average price of EUR 8,10.

 

On 5 December 2019 the Company announced the disposal of Boyana Residence, the owner company of Boyana assets in Sofia, Bulgaria, to Arcona in exchange of 315.591 new shares in Arcona and 77.201 warrants over shares in Arcona. Based on the NAV per Arcona share the consideration corresponds to EUR 4,2m (excluding the issue of warrants), while the price paid for the warrants was EUR1. The Company also maintained as part of the transaction, a Sellers Loan with Boyana Residence equal to EUR 750k, as adjusted finally by a reverse liability of EUR 111k to a net amount of EUR 639k, receivable by the end of 2020. Moreover, as part of the transaction it was agreed that an associated to Boyana loan from Alpha Bank at Sertland level of EUR 0,77m will be transferred to Arcona. The transfer of the loan completed successfully in August 2020. The warrants give the Company the right to receive ordinary shares in Arcona of EUR 5 each nominal value, exercisable before 1 November 2024 and when the shares have traded at a volume weighted average price of EUR 8,10. The shares and the warrants issued to the Company in relation to this transaction held in escrow, to be released upon agreement on the terms of the extension of the loan associated with the asset. As at the reporting period, the shares and warrants were still in escrow, released successfully in February 2020.

 

20. Investments in associates

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Cost of investment in associates at the beginning of the period

-

5.380.021

-

5.313.235

Share of profits from associates

-

280.982

-

297.985

Dividend Income

-

-

-

(121.772)

Foreign exchange difference

-

(69.889)

-

(109.427)

Total

-

5.591.114

-

5.380.021

 

Dividend Income reflects dividends received from Delenco Srl, owner of the Delea Nuova building, where the Group maintains a 24,35% participation.

 

The share of profit from the associate GreenLake Development Srl was limited up to the interest of the Group in the associate.

 

As at 30 June 2020, 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/

(loss)

Holding

Share of profits from associates

Country

Asset type

 

 

%

 

 

Delea Nuova Project

Lelar Holdings Limited and S.C. Delenco Construct Srl

25.589.484

(2.631.805)

898.671

24,35%

218.862

Romania

Office building

Green Lake Project

GreenLake Development Srl

9.670.127

(11.085.797)

153.953

40,35%

-

Romania

Residential assets

 

 

35.259.611

(13.717.602)

1.052.624

 

218.862

 

 

 

As at 30 June 2019, 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/

(loss)

Holding

Share of profits from associates

Country

Asset type

 

 

%

 

 

Delea Nuova Project

Lelar Holdings Limited and S.C. Delenco Construct Srl

24.180.906

(2.181.762)

920.493

24,35%

224.177

Romania

Office building

GreenLake Project - Phase A

GreenLake Development Srl

9.171.101

(11.379.751)

(26.150)

40,35%

-

Romania

Residential assets

Total

 

33.352.007

(13.561.513)

894.343

 

224.177

 

 

 

21. Financial assets at fair value through OCI

 

The Group proceeded with an impairment of €297.200 for Monaco Towers (company SecMon Real Estate Srl) in 2018 for which following the court decision for entering into insolvency in January 2018, the Company lost the control over the asset and as such it was reclassified as Financial assets at fair value through OCI as per table below (where the fair value of the property was adjusted at 80% of its value): During the reporting period, the Management believes that the fair value of the Financial asset at fair value through OCI should remain the same as last year.

 

Discontinued operations (Note 8)

 

 

 

Unadjusted

Adjusted

ASSETS

Non-current assets

 

 

Investment property

1.486.000

1.188.800

Current assets

 

 

Prepayments and other current assets

20.447

20.447

Cash and cash equivalents

10.321

10.321

Total assets

1.516.768

1.219.568

 

 

 

Current liabilities

 

 

Borrowings

(1.075.176)

(1.075.176)

Other liabilities

(19.433)

(19.433)

Intercompany loans

(1.845.700)

(124.958)

Total liabilities

(2.940.309)

(1.219.567)

 

 

 

Total Net equity

(1.423.541)

1

 

 

 

Add back Intercompany loans

1.845.700

-

Total Net equity (excluding IC)

422.159

1

 

 

 

Financial Asset at fair value through OCI

 

1

 

22. Tangible and intangible assets

 

As at 30 June 2020 the intangible assets were composed of the capitalized expenditure on the Enterprise Resource Planning system (Microsoft Dynamics-Navision) in the amount of €103.193 (31 Dec 2019: €103.193) which is under continued operations. Accumulated amortization as at the reporting date amounts to €103.193 (31 Dec 2019: €103.193) and therefore net value amounts to €0 (31 Dec 2019: €0).

 

As at 30 June 2020 the tangible non-current assets under continued operations were comprised mainly by electronic equipment (mobiles, computers etc.) of a net value of €514 (31 Dec 2019: €566).

 

As at 30 June 2020 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, Romania, Greece and Bulgaria, amount to €85.377 (31 Dec 2019:€ 60.741). Accumulated depreciation as at the reporting date amounts to €72.475 (31 Dec 2019: €46.399).

 

23. Long Term Receivables and prepayments

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Long Term Receivables

841

315.261

852

315.265

Total

841

315.261

852

315.265

 

Long term receivables mainly include the cash collateral existing in favor of Piraeus Leasing and the guarantee deposit from a tenant in Innovations Logistics Park.

 

24. Inventory

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

At 1 January

-

-

-

4.604.044

Sale of Inventories (Note 13a)

-

-

-

-

Transfer to assets classified as held for sale

-

-

-

(4.604.044)

As at the end of the reporting period

-

-

-

-

 

The residential portfolio in Boyana, Sofia, Bulgaria is classified as Inventory. Boyana residential portfolio was sold within 2019.

25. Prepayments and other current assets

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Trade and other receivables

1.099.929

656.060

1.062.508

437.183

Bank Loan pending transfer (Note 19)

-

775.641

-

775.641

Receivable from Arcona

-

-

4.030.233

-

VAT and other tax receivables

172.101

74.616

145.910

111.350

Deferred expenses

135

50.461

14.533

15.245

Receivables due from related parties

66.792

5.347

71.147

6.927

Loan receivables from 3rd parties

5.606.142

124.958

5.575.555

124.958

Loan to associates (Note 40.4)

-

296.878

-

292.208

Allowance for impairment of prepayments and other current assets

(59.175)

(294.384)

(65.973)

(292.740)

Total

6.885.924

1.689.577

10.833.913

1.470.772

 

Trade and other receivables mainly include receivables from tenants and prepayments made for services.

 

Bank Loan pending transfer refers to the agreement, as part of the transaction for the sale of Boyana to Arcona, of the transfer of the relevant loan at Sertland level to Arcona upon signing relevant documentation with Alpha Bank. The transfer completed effectively in August 2020 (Note 19 & Note 44 c).

 

Receivables from Arcona refer to the consideration shares and warrants in relation to the disposal of Boyana asset, which at year end were in escrow account, agreed then to be released to the Company upon agreement of the extension terms of the associated loans. The consideration shares and warrants were released effectively in February 2020.

 

VAT receivable represent VAT which is refundable in Romania, Cyprus and Ukraine.

 

Deferred expenses include legal, advisory, consulting and marketing expenses related to ongoing share capital increase and due diligence expenses related to the possible acquisition of investment properties.

 

Loan receivables from 3rd parties include an amount of €4.580.000 provided as an advance payment for acquiring a participation in an investment property portfolio (Olympians portfolio) in Romania, as well as associated interest of €897.182 (2019 €771.125). The loan provided initially with a convertibility option which was not exercised. According to the last addendum the loan had certain one-off and monthly payments for a period until 30 June 2020. The two parties are currently engaged in discussions for agreeing and signing a new addendum with a new re-payment schedule.The loan is bearing a fixed interest rate of 10% and secured by relevant corporate guarantees, while the Company is in the process of getting agreed security in the form of pledge of shares following the relevant process provided in the initial Loan Agreement.

 

Moreover, Loans receivables from 3rd parties include an amount of €750.000 which represents effectively part of the consideration for the disposal of Boyana asset to Arcona deferred until 31/12/2020 in the form of a loan. The loan has a scaling structure of interest rates: 6% until 31/3/2020, 8% until 30/6/2020 and 10% until 31/12/2020. Final agreement involved also a reverse payable of the Company of €111k which is classified appropriately.

 

Loans receivables from 3rd parties also include an amount of €115.000 provided to the SPV that acquired Delia Lebada asset, as part of an agreement of obtaining a 5% stake on the property.

 

Loan receivable from 3rd parties under discontinued operations include a loan receivable from SecMon Real Estate Srl which since January 2018 is classified as Financial Asset at Fair value through OCI (Note 21).

 

Loan to associates reflects a loan receivable from GreenLake Development Srl, holding company of GreenLake Project-Phase A (Notes 21 and 40.4).

 

26. Financial Assets at FV through P&L

 

The table below presents the analysis of the balance of Financial Assets at FV through P&L in relation to the continued operations of the Company:

 

 

30 June 2020

31 Dec 2019

 

Arcona shares

3.549.453

3.735.555

Transfer from Receivables

4.030.234

 

FV change in Arcona shares

(260.870)

(186.102)

Arcona shares at reporting date

7.318.817

3.549.453

 

 

 

Warrants over Arcona shares

32.190

1

Transfer from Receivables

1

-

FV change in warrants

(23.534)

32.189

Arcona warrants at reporting date

8.657

32.190

 

 

 

Total Financial Assets at FV

7.327.474

3.581.643

 

 

 

FV change in Arcona shares

(260.870)

(186.102)

FV change in warrants

 (23.534)

32.189

 

 

 

Fair Value loss on Financial Assets at FV through P&L

(284.404)

(153.913)

 

The Company received during 2019, 277.943 Arcona shares as part of the disposal of Aisi Bella LLC, the owner company of Bella and Balabino assets in Ukraine, to Arcona Property Fund N.V. Moreover the Company received during H1 2020, 315.591 Arcona shares held previously in escrow, as part of the disposal of Boyana, and therefore a relevant transfer from receivables account took place. At the end of the reporting period the shares re-valued to their fair value based on the NAV per share of Arcona at the same date, and as a result a relevant fair value loss of EUR 260.870 is recognized.

 

On top of the aforementioned shares, the Company received for the sale of Bella and Balabino assets, 67.063 warrants over shares in Arcona for a consideration of EUR 1, and 77.201 warrants over Arcona shares for the sale of Boyana, held previously in escrow, for a consideration of EUR 1. The warrants are exercisable upon the volume weighted average price of the Arcona shares traded on a regulated market at EUR 8,10 or higher. At year end, the warrants are re-valued to fair value and as a result a relevant loss of EUR 23.534 is recognized. The terms and assumptions used for such warrant re-valuation are:

 

• Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 4,35 per share

• Strike price of the warrants: EUR 8,10 per share

• Expiration date: 1 November 2024

• Standard deviation of stock price: 19,45%

• Annualized dividend yield on shares: 0,10%

• 5 year Government Bond rate (weighted average rate of Government Bonds of countries that Arcona is exposed): 0,677%

 

27. Cash and cash equivalents

 

Cash and cash equivalents represent liquidity held at banks.

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Cash with banks in USD

15.550

1

15.700

-

Cash with banks in EUR

186.274

51.517

151.349

51.539

Cash with banks in UAH

11

94

59

95

Cash with banks in RON

81.131

507.290

40.143

478.740

 Total

282.966

558.902

207.251

530.374

 

 

28. Share capital

 

Number of Shares

 

 

30 June 2020

31 Dec 2019

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

RCP Class A Shares of €0,01

-

-

RCP Class B Shares of €0,01

-

-

Total redeemable shares

-

-

Total

129.191.442

129.191.442

 

Nominal value (€)

 

30 June 2020

31 Dec 2019

 

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

1.291.911

1.291.911

Total ordinary shares

1.291.911

1.291.911

RCP Class A Shares of €0,01

-

-

RCP Class B Shares of €0,01

-

-

Total redeemable shares

-

-

Total

1.291.911

1.291.911

 

28.1 Authorised share capital

 

As at the end of 2017, the authorized share capital of the Company was 989.869.935 Ordinary Shares of €0,01 nominal value each, 785.000 Redeemable Preference Class A Shares of €0,01 nominal value each and 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

 

The Company cancelled the Redeemable Preference Class A Shares following the AGM decision of 29 December 2017 and the subsequent court approval obtained during H1 2018 while Redeemable Preference Class B Shares (Note 28.6) remain to be cancelled.

 

Following the cancellation of the Redeemable Preference Class A Shares completed within H1 2018 the authorised share capital of the Company as at the date of issuance of this report is as follows:

a) 989.869.935 Ordinary Shares of €0,01 nominal value each,

b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.6).

 

28.2 Issued Share Capital

 

As at the end of 2018, the issued share capital of the Company was as follows:

a) 127.270.481 Ordinary Shares of €0,01 nominal value each,

c) 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:

- for the Redeemable Preference Class B Shares, in lieu of redemption the Company gave its 20% holding in Autounion (Note 28.6) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. and final settlement for any resulting difference is expected to be provided by Cypriot Courts (Note 41.3). As soon as the case is settled, the Company will proceed with the cancellation of the Redeemable Preference Class B Shares.

 

On 24th December 2019 the Company proceeded with the issue of 1.920.961 new Ordinary Shares as follows:

 

i. 1.219.000 new Ordinary Shares to certain advisors, directors and executives of the Company involved in the closing of the Stage I of the Arcona Transaction by means of settling relevant Company's liabilities.

ii. 437.676 new Ordinary Shares to directors of the Company in lieu of H1 2019 and before H2 2016 fees.

iii. 200.000 new Ordinary Shares to certain advisor in lieu of cash fees for financial advisory services rendered in 2019.

iv. 64.285 new Ordinary Shares to certain executive of the Company in lieu of cash fees for services rendered in 2018.

Following shares issuance completed within 2019, the issued share capital of the Company as at the date of issuance of this report is as follows:

 

a) 129.191.442 Ordinary Shares of €0,01 nominal value each,

b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.6).

 

28.3 Class A Warrants issued

 

The Company in order to acquire up to a 50% interest in a portfolio of fully let logistics properties in Romania, the Olympians Portfolio, (Note 25) issued a financial instrument, 35% of which consists of a convertible bond and 65% of which is made up of a warrant. Pursuant to issuing the instrument, the Company issued 17.066.560 Class A warrants which were exercised during 2017 at an exercise price of £0,10 per ordinary share and the Company proceeded at, beginning of 2018, with the issuance of 17.066.560 new ordinary shares corresponding to these warrants.

 

There are no Class A warrants in circulation as at the issuance date of the financial statements.

 

28.4 Class B Warrants issued

 

On 8 August 2011 the Company issued an amount of Class B Warrants for an aggregate corresponding to 12,5% of the issued share capital of the Company after the exercise date. Further to the resolution approved at the AGM of 30 December 2016 the exercise period of the Class B Warrants was extended until 30 June 2017, at an exercise price of the nominal value per Ordinary Share as at the date of exercise. The Class B Warrant Instruments have anti-dilution protection so that, in the event of further share issuances by the Company, the number of Ordinary Shares to which the holder of a Class B Warrant is entitled will be adjusted so that he receives the same percentage of the issued share capital of the Company (as nearly as practicable), as would have been the case had the issuances not occurred. This anti-dilution protection will freeze on the earlier of (i) the expiration of the Class B Warrants; and (ii) capital increase(s) undertaken by the Company generating cumulative gross proceeds in excess of USD 100.000.000.

 

As at 30 June 2017 there were 12.948.694 warrants in circulation corresponding to an equal amount of ordinary shares (1:1) and the Company received valid notices from holders of Class B warrants for the full exercise of their warrants and proceeded with the issue of 12.948.694 new ordinary shares.

 

There are no Class B warrants in circulation.

 

28.5 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 2020

(as at) 31 December 2019

(as at) 31 December 2018

Ordinary shares of €0,01

Issued and Listed on AIM

129.191.442

129.191.442

127.270.481

Total number of Shares

Non-Dilutive Basis

129.191.442

129.191.442

127.270.481

Total number of Shares

Full Dilutive Basis

129.191.442

129.191.442

127.270.481

Options

-

-

-

-

Shares issued in 2018 for exercise of warrants and options in 2017

-

-

-

-

 

Redeemable Preference Class A Shares

 

The Redeemable Preference Class A Shares which do not have voting or dividend rights where issued as part of the Innovations Logistics Park acquisition consideration. As at the reporting date all of the Redeemable Preference Class A Shares have been redeemed and the Company, following the approval received by the AGM on 29 December 2017, proceeded in their cancellation within 2018.

 

Redeemable Preference Class B Shares

 

The Redeemable Preference Class B Shares, issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. as part of the Praktiker Craiova asset acquisition do not have voting rights but have economic rights at par with ordinary shares. As at the reporting date all of the Redeemable Preference Class B Shares have been redeemed but the Company is in legal proceedings with the vendor in respect of a final settlement (Notes 33, 41.3).

 

28. Share capital (continued)

 

28.6 Other share capital related matters

 

Pursuant to decisions taken by the AGM of 29th December 2017, the Company proceeded with the following actions in H1 2018 (finalized during June):

 

- That the balance of the share premium account of the Company will be reduced by €53.569.295 and will be set off against carried forward losses of the Company amounting to €53.569.295.

- That the balance of the share premium account of the Company will be reduced by €698.650 and that the said amount will be set off against any outstanding balances between the Company, Myrian Nes Ltd and Theandrion Estates Ltd related to the Redeemable Preference Class A Shares.

- That the authorised share capital of the Company, as well as the issued share capital of the Company each will be reduced, by the cancellation of 785.000 Redeemable Preference Class A Shares of €0,01 each, namely 777.150 Redeemable Preference Class A Shares of €0,01 each in the name of Myrian Nes Ltd and 7.850 Redeemable Preference Class A Shares of €0,01 each in the name of Theandrion Estates Ltd and the amount reduced will be set off against any outstanding balances between the Company, Myrian Nes Ltd and Theandrion Estates Ltd.

 

- That the articles of association of the Company will be amended by adding the following new Regulation 3.10 after Regulation 3.9:

"Subject to the provisions of the Law, the Company may purchase its own shares (including any redeemable shares)."

 

Pursuant to decisions taken by the AGM of 31st December 2018, the Board has been authorized and empowered to:

 

- issue and allot up to 20.000.000 ordinary shares of euro 0,01 each, at an issue price as the Board may in its sole unfettered discretion from time to time determine (and such price may be at a discount to the net asset value per share in the Company which is in issue immediately prior to the issue of the new shares) and for such purpose any rights of pre-emption and other rights the Company's shareholders have or may have by operation of law and/or pursuant to the articles of association of the Company and/or otherwise in connection with the authority conferred on the Board for the issue and allotment of shares in the Company as contemplated in this resolutions or the issue of shares in the Company pursuant to such authority be and are hereby irrevocably and unconditionally waived. The authority conferred by this resolution expired on 31 December 2019. Under this authority and following relevant Board resolution on 11/12/2019, the Company issued 1.920.961 ordinary shares of euro 0,01 each.

- issue up to 15.000.000 Class A Warrants, being convertible to up to 15.000.000 ordinary share of euro 0,01 each in the Company upon exercise of the Warrants, with such terms and conditions and at an issue price as the Board may in its sole unfettered discretion from time to time determine (and such price may be at a discount to the net asset value per share in the Company which is in issue immediately prior to the issue of the Warrants)and for such purpose any rights of pre-emption and other rights the Company's shareholders have or may have by operation of law and/or pursuant to the articles of association of the Company and/or otherwise in connection with the authority conferred on the Board for the issue and allotment of shares or Warrants in the Company as contemplated in this resolution or the issue and allotment of shares or Warrants in the Company pursuant to such authority be and are hereby irrevocably and unconditionally waived. The authority conferred by this resolution shall expire on 31 December 2019. The Company did not issue any Class A Warrants under this authority.

 

29. 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 losses on translation due to presentation currency of €1.176.630 for H1 2020, in comparison to €183.153 relevant losses for H1 2019.

 

30. Non-Controlling Interests

 

Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:

 

%

Non-controlling interest portion

Group Company

30 June 2020

31 Dec 2019

LLC Almaz-Press-Ukraine

45,00

45,00

Ketiza Holdings Limited

10,00

10,00

Ketiza Real Estate Srl

10,00

10,00

Ram Real Estate Management Limited

50,00

50,00

Iuliu Maniu Limited

55,00

55,00

Moselin Investments Srl

55,00

55,00

Rimasol Enterprises Limited

55,76

55,76

Rimasol Real Estate Srl

55,76

55,76

Ashor Ventures Limited

55,76

55,76

Ashor Development Srl

55,76

55,76

Jenby Ventures Limited

55,70

55,70

Jenby Investments Srl

55,70

55,70

Ebenem Limited

55,70

55,70

Ebenem Investments Srl

55,70

55,70

SPDI Real Estate Srl

50,00

50,00

 

31. Borrowings

 

 

Project

30 June 2020

31 Dec 2019

 

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

 

Principal of bank Loans

 

 

 

 

 

Eurobank SA

Blooming House

-

-

-

277.802

Alpha Bank Romania

Romfelt Plaza

-

31.027

-

51.594

Alpha Bank Romania

EOS Business Park

 

170.335

-

293.466

Eurobank SA

GreenLake - Parcel K

-

3.249.926

-

3.249.926

Alpha Bank Bulgaria

Boyana Residence (Sertland Loan)

-

666.468

-

666.468

Piraeus Bank SA

GreenLake-Phase 2

-

2.525.938

-

2.525.938

Eurobank SA

Kindergarten - SPDI RE

-

694.040

-

 

732.107

Loans from other 3rd parties and related parties (Note 40.5)

 

932.360

181.761

382.455

 

177.686

Overdrafts

 

459

2.417

459

2.546

Total principal of bank and non-bank Loans

 

932.819

7.521.912

382.914

 

7.977.533

Interest accrued on bank loans

 

-

972.967

-

922.073

Interests accrued on non-bank loans

 

62.244

64.387

45.086

 

50.054

Total

 

995.063

8.559.266

428.000

8.949.660

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Current portion

987.909

3.504.668

420.751

3.451.833

Non-current portion

7.154

5.054.598

7.249

5.497.827

Total

995.063

8.559.266

428.000

8.949.660

 

Ketiza Real Estate Srl entered in 2012 into a loan agreement with Bancpost SA for a credit facility for financing the acquisition of the Blooming House and 100% of the remaining (without VAT) construction works of Blooming House project. The loan bears interest EURIBOR 3M plus 3,5% and secured by all assets of Ketiza Real Estate Srl, as well as its shares and is being repaid through sales proceeds. As at the end of the reporting period the loan has been repaid in full.

 

SecRom Real Estate Srl entered (2009) into a loan agreement with Alpha Bank Romania for a credit facility for financing part of the acquisition of the Doamna Ghica Project apartments. During 2018, SecRom Real Estate Srl was merged with N-E Real Estate Park First Phase Srl as a result the loan was transferred to N-E Real Estate Park First Phase Srl. As at the end of the reporting period, the balance of the loan was €51.594, bears interest of EURIBOR 1M+4.25% and is repayable on the basis of investment property sales. The loan is secured by all assets of SecRom Real Estate Srl, currently held by N-E Real Estate Park First Phase Srl, as well as its shares and is being repaid through sales proceeds with a maturity in 2021.

 

31. Borrowings (continued)

 

Moselin Investments Srl entered in 2010 into a construction loan agreement with Eurobank SA (ex Bancpost) covering the construction works of Parcel K GreenLake project. As at the end of the reporting period the balance of the loan was €3.249.926 and bears interest of EURIBOR 3M plus 2,5%. Following restructuring implemented during 2017 the loan maturity was extended to 2022. The loan is secured with the property itself and the shares of Moselin Investments Srl and is being repaid through sales proceeds.

 

Sertland Properties Limited entered in 2008 into a loan agreement with Alpha Bank Bulgaria for an acquisition loan related to the acquisition of 70% of Boyana Residence ood. .The loan bears interest of EURIBOR 3M plus 5,75% and has been agreed to be transferred to Arcona as part of the transaction of the sale of Boyana Residence ood in Bulgaria on 5 December 2019. The relevant agreement between Sertland, Arcona and Alpha Bank was signed in August 2020 when the transfer of the loan from Sertland to Arcona effectively enforced (Note 19).

 

SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank for the acquisition of the GreenLake land in Bucharest Romania. As at the end of the reporting period the balance of the loan was €2.525.938 plus accrued interest €471.112 and bears interest of EURIBOR 3M plus 5% plus the Greek law 128/75 0,6% contribution. During September 2019, the company received a termination notice from Piraeus Bank in relation to this loan, and currently relevant discussions with the Bank are taking place for a mutual agreed solution.

 

N-E Real Estate Park First Phase Srl entered in 2016 into a loan agreement with Alpha Bank Romania for a credit facility of €1.000.000 for working capital purposes. As at the end of the reporting period, the balance of the loan was €170.335, bears interest of EURIBOR 1M+4,5% and is repayable from the free cash flow resulting from the rental income of company's property. The loan matures in April 2024 and is secured by a second rank mortgage over assets of SecRom Real Estate Srl, which has been absorbed by N-E Real Estate Park First Phase Srl, as well as its shares.

 

SPDI Real Estate Srl (Kindergarten) has a loan agreement with Eurobank. As at the end of the reporting period the balance of the loan was €694.040 and bears interest of Euribor 3m plus 4,6% per annum. The loan is repayable by 2027.

 

Loans from other 3rd parties and related parties under continued operations includes also loans from related parties provided as bridge financing for future property acquisitions (Note 40.5).

 

Α) Loans from Directors reflects loans provided from 3 Directors as bridge financing for future property acquisitions. The loans bear interest 8% annually and are repayable on 31 March 2020. The Company discusses with the Directors the extension of the loans until year end and relevant documentation process is currently in place.

 

Β) The Company has borrowed during the period €500.000 from an unrelated third party for funding operating needs. The loan bears fixed interest rate 10% and is payable within 2020, following the re-payment of the Sellers Loan that the Company has granted as part of the sale of Boyana Residences ood to Arcona.

 

Loans from other 3rd parties and related parties under discontinued operations includes borrowings from non-controlling interest. During the last nine years and in order to support the GreenLake project the non-controlling shareholders of Moselin Investments Srl and SPDI Real Estate SRL (other than the Group) have contributed their share of capital injections by means of shareholder loans. The loans bear interest 4% annually.

 

32. Bonds

 

The Company in order to acquire up to a 50% interest in a portfolio of fully let logistics properties in Romania, the Olympians Portfolio, (Notes 25 and 28.4) issued a financial instrument, 35% of which consists of a convertible bond and 65% of which is made up of a warrant. The convertible loan element of the instrument which was in the value of €1.033.842 bears a 6,5% coupon, has a 7 year term and is convertible into ordinary shares of the Company at the option of the holder at 25p. starting from 1 January 2018.

 

33. Trade and other payables

 

The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Payables to third parties

3.571.166

765.966

3.729.592

854.974

Payables to related parties (Note 40.2)

680.058

16.623

606.214

177

Deferred income from tenants

-

8.010

-

8.216

Accruals

150.015

163.765

99.744

151.899

Pre-sale advances

127.077

-

144.045

-

Total

4.528.316

954.364

4.579.595

1.015.266

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Current portion

4.528.316

946.354

4.579.595

1.007.050

Non-current portion

-

8.010

-

8.216

Total

4.528.316

954.364

4.579.595

1.015.266

 

33. Trade and other payables (continued)

 

Payables to third parties represents: a) payables due to Bluehouse Capital (under continued operations) as a result of the Redeemable Convertible Class B share redemption (Note 28.6) which is under legal proceedings for a final settlement (Note 41.3) , b) amounts payable to various service providers including auditors, legal advisors, consultants and third party accountants related to the current operations of the Group, and c) guarantee amounts collected from tenants.

 

Payables to related parties under continued operations represent amounts due to directors and accrued management remuneration (Note 40.2). Payables to related parties under discontinued operations represent payables to non-contolling intetest shareholders.

 

Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities charges.

 

Accruals mainly include the accrued, administration fees, accounting fees, facility management and other fees payable to third parties.

 

Pre-sale advances reflect the advance received in relation to Kiyanovskiy Residence pre-sale agreement, which upon non closing of the said sale part of which will be returned to the prospective buyer.

 

34. Deposits from Tenants

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Deposits from tenants non-current

-

66.371

-

67.269

Total

-

66.371

-

67.269

 

Deposits from tenants appearing under non-current liabilities include the amounts received from the tenants of Innovations Logistics Park, EOS Business Park, and companies representing residential segment, as advances/guarantees and are to be reimbursed to these clients at the expiration of the lease agreements.

 

35. Provisions and Taxes Payables

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Corporate income tax - non current

121.602

44.442

167.961

43.535

Defence tax - non current

28.129

15

28.130

15

Tax provision - non current

399.450

71.391

399.450

-

Corporate income tax - current

436.356

56.796

450.450

56.865

Other taxes including VAT payable - current

107.942

107.393

99.669

93.322

Provisions - current

41

22.529

43

22.826

Total Provisions and Taxes Payables

1.093.520

302.566

1.145.703

216.563

 

Corporate income tax represents taxes payable in Cyprus and Romania.

 

Other taxes represent local property taxes and VAT payable in Ukraine, Romania, and Cyprus.

 

Non current amounts represent the part of the settlement plan agreed with the Cyprus tax authorities to be paid within the next five years.

 

36. Finance Lease Liabilities

 

As at the reporting date the finance lease liabilities consist of the non-current portion of €9.405.624 and the current portion of €391.851 (31 December 2019: €9.699.050 and €€385.420, accordingly).

 

Discontinued operations

30 June 2020

Note

Minimum lease payments

Interest

Principal

 

 

Less than one year

42.2 & 42.6

857.140

465.289

391.851

Between two and five years

5.476.678

1.510.101

3.966.577

More than five years

5.773.801

334.993

5.438.808

 

 

12.107.619

2.310.383

9.797.236

Accrued Interest

 

 

 

239

Total Finance Lease Liabilities

 

 

 

9.797.475

 

 

36. Finance Lease Liabilities (continued)

 

31 Dec 2019

Note

Minimum lease payments

Interest

Principal

 

 

Less than one year

42.2 & 42.6

861.304

475.884

385.420

Between two and five years

 

5.637.702

1.611.343

4.026.359

More than five years

 

6.053.782

381.375

5.672.407

 

 

12.552.788

2.468.602

10.084.186

Accrued Interest

 

 

 

284

Total Finance Lease Liabilities

 

 

 

10.084.470

 

36.1 Land Plots Financial Leasing

 

The Group holds land plots in Ukraine under leasehold agreements. 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 €47.811 under current and non-current portion. The Group's obligations under finance leases are secured by the lessor's title to the leased assets.

 

36.2 Sale and Lease Back Agreements

 

A. Innovations Logistics Park

 

In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Real Estate Srl, through a sale and lease back agreement with Piraeus Leasing Romania SA. As at the end of the reporting period the balance is €6.693.531, 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 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 bank towards the liabilities of Best Day Real Estate Srl arising from the sale and lease back agreement.

 

B. EOS Business Park

 

In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by N-E Real Estate Park First Phase Srl, through a sale and lease back agreement with Alpha Bank Romania SA. As at the end of the reporting period the balance is €3.064.481bearing interest rate at 3M Euribor plus 5,25% margin, being repayable in monthly tranches until 2024 with a balloon payment of €2.546.600. At the maturity of the lease agreement by N-E Real Estate Park First Phase Srl will become owner of the asset.

 

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1. N-E Real Estate Park First Phase Srl pledged its future receivables from its tenants.

2. N-E Real Estate Park First Phase Srl pledged Bank Guarantee receivables from its tenants.

3. N-E Real Estate Park First Phase Srl pledged its shares.

4. N-E Real Estate Park First Phase Srl pledged all current and reserved accounts opened in Alpha Bank Romania SA.

5. N-E Real Estate Park First Phase Srl is obliged to provide cash collateral in the amount of €300.000 in Alpha Bank Romania SA, in equal annual installments starting with the 5th year of the agreement.

6. SPDI provided a corporate guarantee in favor of the bank towards the liabilities of N-E Real Estate Park First Phase Srl arising from the sales and lease back agreement.

 

37. Restructuring of the business

 

During 2016 the non-controlling shareholders of the companies related to GreenLake project (Moselin Investments Srl, Iuliu Maniu Limited, RAM Real Estate Management Limited, Rimasol Enterprises Limited, Rimasol Real Estate Srl, Ashor Ventures Limited, Ashor Development Srl, Ebenem Limited, Ebenem Investments Srl, Jenby Ventures Limited and Jenby Investments Srl) in agreement with the Group capitalized the bigger part of their capital injections by means of shareholder loans and payables effected from 2008 onwards. An amount of €6.641.997 from such loans and payables have been transferred to the equity section while the process of capitalization was partially finalised in 2017 with the remaining finalised within 2018.

 

 

38. Earnings and net assets per share attributable to equity holders of the parent

 

a. Weighted average number of ordinary shares

 

30 June 2020

31 Dec 2019

30 June 2019

Issued ordinary shares capital

129.191.442

129.191.442

127.270.481

Weighted average number of ordinary shares (Basic)

129.191.442

127.275.743

127.270.481

Diluted weighted average number of ordinary shares

129.191.442

127.275.743

127.270.481

 

b. Basic diluted and adjusted earnings per share

Earnings per share

30 Jun 2020

30 Jun 2019

 

Loss after tax attributable to owners of the parent

369.095

47.570

Basic

0,03

0,0004

Diluted

0,03

0,0004

 

c. Basic diluted and adjusted earnings per share from discontinued operations

Earnings per share

30 Jun 2020

30 Jun 2019

 

Loss after tax from discontinued operations attributable to owners of the parent

855.378

649.935

Basic

0.007

0.005

Diluted

0.007

0.005

 

d. Net assets per share

Net assets per share

30 June 2020

31 Dec 2019

 

Net assets attributable to equity holders of the parent

28.454.530

29.392.468

Number of ordinary shares

129.191.442

129.191.442

Diluted number of ordinary shares

129.191.442

129.191.442

Basic

0,22

0,23

Diluted

0,22

0,23

 

39. 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 - Victini Logistics, Innovations Logistics Park,

· Office segment - Eos Business Park - Delea Nuova (Associate)

· Retail segment - Kindergarten in GreenLake

Residential

· Residential segment

Land Assets

· Land assets

 

There are no sales between the segments.

 

Segment assets for the investment properties segments represent investment property (including investment properties under development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings, finance lease liabilities and deposits from tenants.

 

Continued Operations

 

Profit and Loss for the period ended 30 June 2020

 

Warehouse

Office

Retail

Residential

Land Plots

Corporate

Total

 

Segment profit

 

 

 

 

 

 

 

Rental income (Note 9)

5.924

 

 

 

 

280.612

286.536

Service charges and utilities income (Note 9)

 

 

 

 

 

93.450

93.450

Profit from discontinued operation (Note 8)

217.576

621.585

77.408

33.146

669.141

 

(88.284)

 

1.530.572

Impairment of financial investments

 

 

 

 

 

(284.404)

(284.404)

Property management

 

 

 

 

 

20.000

20.000

Segment profit

223.500

621.585

77.408

33.146

669.141

21.374

1.646.154

Administration expenses(Note 11)

 

 

 

 

 

 

(680.837)

Other (expenses)/income, net (Note 14)

 

 

 

 

 

 

 

34.305

Finance income (Note 15)

 

 

 

 

 

 

260.543

Interest expenses (Note 15)

 

 

 

 

 

 

(53.355)

Other finance costs (Note 15)

 

 

 

 

 

 

(3.209)

Foreign exchange losses, net (Note 16a)

 

 

 

 

 

 

 

(42.043)

Income tax expense (Note 17)

 

 

 

 

 

 

(81)

Profit from discontinued operations (Note 8)

 

 

 

 

 

 

 

(675.194)

Exchange difference on I/C loan to foreign holdings (Note 16b)

 

 

 

 

 

 

 

(42.638)

Exchange difference on translation foreign holdings (Note 29)

 

 

 

 

 

 

(1.179.550)

Total Comprehensive Income

 

 

 

 

 

 

(735.905)

* 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.

 

Continued Operations

 

Profit and Loss for the period ended 30 June 2019

 

Warehouse

Office

Retail

Residential

Land Plots

Corporate

Total

 

Segment profit

 

 

 

 

 

 

 

Rental income (Note 9)

-

-

-

-

-

132.025*

132.025

Service charges and utilities income (Note 9)

-

-

-

-

-

18.016*

18.016

Profit from discontinued operation (Note 8)

790.870

686.203

62.908

(20.259)

17.012

(21.457)

1.515.277

Segment profit

790.870

686.203

62.908

(20.259)

17.012

128.584

1.665.318

Administration expenses (Note 11)

-

-

-

-

-

-

(800.710)

Other (expenses)/income, net (Note 14)

-

-

-

-

-

 

-

 

66.056

Finance income (Note 15)

-

-

-

-

-

-

232.715

Interest expenses (Note 15)

-

-

-

-

-

-

(59.324)

Other finance costs (Note 15)

-

-

-

-

-

-

(8.324)

Foreign exchange losses, net (Note 16a)

-

-

-

-

-

 

-

(43.865)

Income tax expense (Note 17)

-

-

-

-

-

-

(2.212)

Profit from discontinued operations (Note 8)

-

-

-

-

-

 

-

(865.342)

Exchange difference on I/C loan to foreign holdings (Note 16b)

-

-

-

-

-

 

-

21.828

Exchange difference on translation foreign holdings (Note 29)

-

-

-

-

-

 

-

(183.153)

Total Comprehensive Income

 

 

 

 

 

 

22.987

 

Discontinued Operations

 

Profit and Loss for the period ended 30 June 2020

 

Warehouse

Office

Retail

Residential

Land Plots

Corporate

Total

 

Segment profit

 

 

 

 

 

 

 

Property Sales income (Note 13)

 

5.942

 

408.083

330.027

 

744.052

Cost of Property sold (Note 13)

 

(4.294)

 

(387.537)

(351.022)

 

(742.853)

Rental income (Note 9)

114.277

313.575

63.153

6.243

 

 

497.248

Service charges and utilities income (Note 9)

13.890

 

 

1.348

 

 

15.238

Sale of electricity (Note 9)

 

 

 

 

 

 

 

Service and Property Management income (Note 9)

 

 

 

1.047

 

 

1.047

Valuation gains/(losses) from investment property (Note 12)

138.654

101.584

18.810

8.725

728.524

 

996.297

Share of profits/(losses) from associates (Note 20)

 

218.862

 

 

 

 

218.862

Asset operating expenses(Note 10)

(49.245)

(14.084)

(4.555)

(4.763)

(38.388)

(88.284)

(199.319)

Segment profit

217.576

621.585

77.408

33.146

669.141

(88.284)

1.530.572

Administration expenses(Note 11)

 

 

 

 

 

 

(77.490)

Other (expenses)/income, net (Note 14)

 

 

 

 

 

 

48

Finance income (Note 15)

 

 

 

 

 

 

4.670

Interest expenses (Note 15)

 

 

 

 

 

 

(444.721)

Other finance costs (Note 15)

 

 

 

 

 

 

(1.345)

Foreign exchange losses, net (Note 16a)

 

 

 

 

 

 

(132.904)

Income Tax (Note 17)

 

 

 

 

 

 

(23.452)

Total Comprehensive Income

 

 

 

 

 

 

855.378

 

Discontinued Operations

 

Profit and Loss for the period ended 30 June 2019

 

Warehouse

Office

Retail

Residential

Land Plots

Corporate

Total

 

Segment profit

 

 

 

 

 

 

 

Property Sales income (Note 13)

-

83.893

-

165.707

-

-

249.600

Cost of Property sold (Note 13)

-

(47.216)

-

(204.451)

-

-

(251.667)

Rental income (Note 9)

704.632

305.928

57.250

8.392

417

-

1.076.619

Service charges and utilities income (Note 9)

22.567

20.004

-

710

-

-

43.281

Sale of electricity (Note 9)

82.965

-

-

-

-

-

82.965

Service and Property Management income (Note 9)

-

-

-

1.063

-

-

1.063

Valuation gains/(losses) from investment property (Note 12)

159.177

118.872

21.113

15.587

93.935

-

408.684

Share of profits/(losses) from associates (Note 20)

-

224.177

-

-

-

-

224.177

Asset operating expenses(Note 10)

(178.471)

(19.455)

(15.455)

(7.267)

(77.340)

(21.457)

(319.445)

Property Sales income (Note 13)

-

83.893

-

165.707

-

-

249.600

Administration expenses(Note 11)

 

 

 

 

 

 

(111.352)

Other (expenses)/income, net (Note 14)

 

 

 

 

 

 

237.474

Finance income (Note 15)

 

 

 

 

 

 

5.041

Interest expenses (Note 15)

 

 

 

 

 

 

(704.827)

Other finance costs (Note 15)

 

 

 

 

 

 

(1.305)

Foreign exchange losses, net (Note 16a)

 

 

 

 

 

 

(274.005)

Income Tax (Note 17)

 

 

 

 

 

 

(16.368)

Total Comprehensive Income

 

 

 

 

 

 

649.935

 

Total Operations

 

Balance Sheet as at 30 June 2020

 

Warehouse

Office

Retail

Residential

Land plots

Corporate

Total

 

Assets

 

 

 

 

 

 

 

Long-term receivables and prepayments

841

 

 

 

 

 

841

Available-for-sale investments

 

 

 

 

 

7.327.474

7.327.474

Assets held for sale

10.915.000

13.347.850

1.438.000

285.001

20.887.731

2.261.382

49.134.964

Segment assets

10.915.841

13.347.850

1.438.000

285.001

20.887.731

9.588.856

56.463.279

 

Tangible and intangible assets

 

 

 

 

 

 

514

Prepayments and other current assets

 

 

 

 

 

 

6.885.924

Cash and cash equivalents

 

 

 

 

 

 

282.966

Total assets

 

 

 

 

 

 

63.632.683

Liabilities associated with assets classified as held for disposal

6.757.789

3.266.684

893.015

2.700

7.511.271

1.256.930

19.688.389

Borrowings

7.154

 

 

 

459

987.450

995.063

Segment liabilities

6.764.943

3.266.684

893.015

2.700

7.511.730

2.244.380

20.683.452

Trade and other payables

 

 

 

 

 

 

4.528.316

Taxes payable and provisions

 

 

 

 

 

 

1.093.520

Bonds

 

 

 

 

 

 

1.224.576

Total liabilities

 

 

 

 

 

 

27.529.864

 

Total Operations

 

Balance Sheet as at 31 December 2019

 

Warehouse

Office

Retail

Residential

Land plots

Corporate

Total

 

Assets

 

 

 

 

 

 

 

Long-term receivables and prepayments

852

-

-

-

-

-

852

Financial Assets at FV through P&L

-

-

-

-

-

3.581.643

3.581.643

Assets held for sale

10.915.000

13.146.286

1.438.000

667.001

21.709.852

2.015.488

49.891.627

Segment assets

10.915.852

13.146.286

1.438.000

667.001

21.709.852

5.597.131

53.474.122

 

Tangible and intangible assets

-

-

-

-

-

-

566

Prepayments and other current assets

-

-

-

-

-

-

10.833.913

Cash and cash equivalents

-

-

-

-

-

-

207.251

Total assets

-

-

-

-

-

-

64.515.852

 

 

 

 

 

 

 

 

Liabilities associated with assets classified as held for disposal

6.921.741

3.518.711

930.730

281.399

7.448.818

1.231.829

20.333.228

Borrowings

7.248

-

-

-

459

420.293

428.000

Segment liabilities

6.928.989

3.518.711

930.730

281.399

7.449.277

1.652.122

20.761.228

Trade and other payables

-

-

-

-

-

-

4.579.595

Taxes payable and provisions

-

-

-

-

-

-

1.145.703

Bonds

-

-

-

-

-

-

1.190.603

Total liabilities

-

-

-

-

-

-

27.677.129

 

 

Discontinued operations

 

Assets and Liabilities held for sale 30 June 2020

 

Warehouse

Office

Retail

Residential

Land plots

Corporate

Total

 

Assets

 

 

 

 

 

 

 

Investment properties

10.600.000

7.756.476

1.438.000

285.000

20.887.731

 

40.967.207

Investment properties under development

 

 

 

 

 

 

 

Long-term receivables and prepayments

315.000

261

 

 

 

 

315.261

Investments in associates

 

5.591.114

 

 

 

 

5.591.114

Financial asset at fair value through OCI

 

 

 

1

 

 

1

Segment assets

10.915.000

13.347.851

1.438.000

285.001

20.887.731

 

46.873.583

 

Tangible and intangible assets

 

 

 

 

 

 

12.902

Prepayments and other current assets

 

 

 

 

 

 

1.689.577

Cash and cash equivalents

 

 

 

 

 

 

558.902

Total assets

 

 

 

 

 

 

49.134.964

Borrowings

29

202.203

893.015

559

7.463.460

 

8.559.266

Finance lease liabilities

6.693.530

3.064.481

 

 

47.811

 

9.805.822

Deposits from tenants

64.230

 

 

2.141

 

 

66.371

Segment liabilities

6.757.789

3.266.684

893.015

2.700

7.511.271

 

18.431.459

Trade and other payables

 

 

 

 

 

 

954.364

Taxes payable and provisions

 

 

 

 

 

 

302.566

Total liabilities

 

 

 

 

 

 

19.688.389

 

Discontinued operations

 

Assets and Liabilities held for sale 2019

 

Warehouse

Office

Retail

Residential

Land plots

Corporate

Total

 

Assets

 

 

 

 

 

 

 

Investment properties

10.600.000

7.766.000

1.438.000

667.000

21.709.852

-

42.180.852

Investments in associates

315.000

265

-

-

-

-

315.265

Financial Asset at FV through OCI

-

5.380.021

-

-

-

-

5.380.021

Investment properties

-

-

-

1

-

-

1

Long-term receivables and prepayments

10.915.000

13.146.286

1.438.000

667.001

21.709.852

-

47.876.139

 

Tangible and intangible assets

-

-

-

-

-

-

14.342

Prepayments and other current assets

-

-

-

-

-

-

1.470.772

Cash and cash equivalents

-

-

-

-

-

-

530.374

Total assets

-

-

-

-

-

-

49.891.627

Borrowings

36

345.911

930.730

278.360

7.394.623

-

8.949.660

Finance lease liabilities

6.857.475

3.172.800

-

-

54.195

-

10.084.470

Deposits from tenants

64.230

 

-

3.039

-

-

67.269

Segment liabilities

6.921.741

3.518.711

930.730

281.399

7.448.818

 

19.101.399

Trade and other payables

-

-

-

-

-

-

1.015.266

Taxes payable and provisions

-

-

-

-

-

-

216.563

Total liabilities

-

-

-

-

-

-

20.333.228

 

 

Geographical information

 

 

30 June 2020

30 June 2019

Income (Note 9)

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Romania

5.924

513.533

-

521.618

Greece

-

-

-

681.893

Bulgaria

-

-

-

417

Cyprus *

394.062

 

150.041

-

Total

399.986

513.533

150.041

1.203.928

 

* 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 successful, upon completion such income will be also transferred.

 

Gain/(loss) from disposal of investment properties (Note 13b)

30 June 2020

30 June 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Romania

-

1.199

-

(2.067)

Total

-

1.199

-

(2.067)

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

 

Carrying amount of assets (investment properties, associates and Financial asset at fair value through OCI)

 

 

 

 

Ukraine

-

4.911.591

-

4.895.852

Romania

-

41.646.731

-

42.665.022

Total

-

46.558.322

-

47.560.874

 

40. Related Party Transactions

 

The following transactions were carried out with related parties:

 

40.1 Income/ Expense

 

40.1.1 Income

 

·

30 June 2020

30 June 2019

·

Continued operations

Discontinued operations

Continued operations

Discontinued operations

·

Interest Income on loan to related parties

2.294

 

2.281

-

Interest Income from loan to associates

162

4.670

161

4.645

Total

2.456

4.670

2.442

4.645

 

Interest income on loan to related parties relates to interest income from Delia Lebada Srl and interest income from associates relates to interest income from GreenLake Development Srl.

 

40.1.2 Expenses

 

·

30 June 2020

30 June 2019

·

Continued operations

Discontinued operations

Continued operations

Discontinued operations

·

Management Remuneration (Note 11)

145.904

 

203.870

-

Interest expenses on Director Loans

15.167

 

24.837

-

Interest expenses on Narrowpeak loan (Note 15)

6

 

154

 

Total

161.077

 

228.861

-

 

 

 

 

40.1.2 Expenses (continued)

 

Management remuneration includes the remuneration of the CEO, the CFO, the Group Commercial Director and that of the Country Managers of Ukraine and Romania pursuant to the decisions of the remuneration committee.

 

40.2 Payables to related parties (Note 33)

 

 

· 30 June 2020

· 31 Dec 2019

 

· Continued operations

· Discontinued operations

· Continued operations

· Discontinued operations

 

·

·

·

·

Board of Directors & Committees remuneration

364

 

364

-

Secure Management SRL

-

176

-

177

Secure Management Services Ltd

1.188

-

-

-

Sec South Management Limited

8.091

-

-

-

Management Remuneration

670.415

 

605.850

-

Total

680.058

176

606.214

177

 

40.2.1 Board of Directors & Committees

The amount payable represents costs payable to Non-Executive Directors until the end of the reporting period. The members of the Board of Directors pursuant to a recommendation by the remuneration committee and in order to facilitate the Company's cash flow receive their payment in shares of the Company. During 2019, Non-Executive Directors received 261.000 ordinary shares amounting to EUR 73.108 in lieu of their H1 2019 fees, and 176.576 ordinary shares amounting to EUR 74.162,04 in lieu of their before H2 2016 fees.

 

40.2.2 Management Remuneration

Management Remuneration represents deferred amounts payable to the CEO of the Company.

 

40.3 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

30 June 2020

Principal as at

31 Dec 2019

 

LLC "Aisi Ukraine"

23.062.351

80.493

57.865

LLC "Almaz-Press-Ukraine"

8.236.554

294.572

263.330

LLC "Aisi Ilvo"

150.537

47.486

28.597

Total

31.449.442

422.551

349.792

 

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 (€30.533)/ €30.533 respectively, estimated on balances held at 30 June 2019.

 

40.4 Loans to associates (Note 25)

 

 

· 30 June 2020

· 31 Dec 2019

 

· Continued operations

· Discontinued operations

· Continued operations

· Discontinued operations

 

·

·

·

·

Loans to GreenLake Development Srl

8.862

296.878

8.700

292.208

Total

8.862

296.878

8.700

292.208

 

The loan was given to GreenLake Development Srl from Edetrio Holdings Limited. The agreement with Edetrio Holdings Limited was signed on 17 February 2012 and bears interest 5%. The maturity date is 30 April 2021.

 

 

40.5 Loans from related parties (Note 31)

 

 

30 June 2020

31 Dec 2019

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

Loan from Narrowpeak Consultants

206

-

206

-

Loan from Directors

375.000

-

375.000

-

Other related party loans

50.000

-

-

-

Interest accrued on loans from related parties

58.494

-

45.086

-

Total

483.700

-

420.292

-

 

Loans from Directors reflects loans provided from 3 Directors as bridge financing for future property acquisitions. The loans bear interest 8% annually and are repayable on 31 March 2020. The Company and the Directors are discussing the extension of the loans until year end and relevant documentation process is currently in place.

 

41. Contingent Liabilities

 

41.1 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 sale of Terminal Brovary, the exposure of the Group in Ukraine was significantly reduced.

 

The Group performed during the reporting period part of its operations also in Romania, Greece and Bulgaria. In respect of Romanian, Bulgarian and Greek taxation systems all are subject to varying interpretation and to constant changes, which may be retroactive. In certain circumstances the tax authorities can be arbitrary in certain cases.

 

These facts create tax risks which are substantially more significant than those typically found in countries with more developed tax systems. Management believes that it has adequtely provided for tax liabilities, based on its interpretation of tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant.

 

41.2 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.

 

41.3 Bluehouse Accession case

 

BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. (Bluehouse) filed in Cypriot courts in December 2018 lawsuit against the Company for the total amount of €5.042.421,87, in relation to the Praktiker Craiova acquisition in 2015, and the redemption of the Redeemable Preference Class A shares which were issued as part of the transaction to the vendor, plus special compensations of €2.500.000 associated with the related pledge agreement. The redemption of such shares was requested in 2016, and in lieu of such redemption the Company transferred to the vendor the 20% holding in Autounion asset which was used as a guarantee to the transaction for the effective redemption of the Redeemable Preference Class A shares. At the same time the Company has posted in its accounts a relevant payable provision for Bluehouse in the amount of €2.521.211 (Note 33). In addition, the Company during 2019, as part of the judicial process, has filed a claim against Bluehouse for concealing certain key information during the Praktiker Craiova transaction, which if revealed would have resulted in a significant reduction of the final acquisition price. Management believes the Company has good grounds of defence and valid arguments and the amount already provided is adequate to cover an eventual final settlement between the parties.

 

41.4 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.

 

41.5 Other Contingent Liabilities

 

The Group had no other contingent liabilities as at 30 June 2020.

 

42. Commitments

 

The Group had no other commitments as at 30 June 2020.

 

43. Financial Risk Management

 

43.1 Capital Risk Management

 

The Group manages its capital to ensure adequate liquidity will be available to implement its stated growth strategy in order to maximize the return to stakeholders through the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure of the Group consists of borrowings (Note 31), bonds (Note 32), trade and other payables (Note 33) deposits from tenants (Note 34), financial leases (Note 36), taxes payable (Note 35) and equity attributable to ordinary or preferred shareholders.

Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital costs in the debt and equity markets, the timing at which each investment project requires funding and the operating requirements so as to proactively provide for capital either in the form of equity (issuance of shares to the Group's shareholders) or in the form of debt. Management balances the capital structure of the Group with a view of maximizing the 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.

 

43.2 Categories of Financial Instruments

 

 

Note

30 June 2020

31 Dec 2019

 

 

Continued operations

Discontinued operations

Continued operations

Discontinued operations

 

 

Financial Assets

 

 

 

 

 

Cash at Bank

27

282.966

558.902

207.251

530.374

Long-term Receivables and prepayments

25

841

315.261

852

315.265

Financial Assets at FV through P&L

26

7.327.474

-

3.581.643

-

Prepayments and other receivables

25

6.885.924

1.689.577

10.833.913

1.470.772

Financial Asset at FV through OCI

21

-

1

-

1

Total

 

14.497.205

2.563.741

14.623.659

2.316.412

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

Borrowings

31

995.063

8.559.266

428.000

8.949.660

Trade and other payables

33

4.528.316

954.364

4.579.595

1.015.266

Deposits from tenants

34

-

66.371

-

67.269

Finance lease liabilities

36

-

9.805.822

-

10.084.470

Taxes payable and provisions

35

1.093.520

302.566

1.145.703

216.563

Bonds

32

1.224.576

 

1.190.603

-

Total

 

7.841.475

19.688.389

7.343.901

20.333.228

 

43.3 Financial Risk Management Objectives

 

The Group's Treasury function provides services to its various corporate entities, coordinates access to local and international financial markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development functions. Its primary goal is to secure the Group's liquidity and to minimize the effect of the financial asset price variability on the cash flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk, as well as credit risk and liquidity risk.

 

The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives is governed by the Group's approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of the reporting period, the Group had not entered into any derivative contracts.

 

43.4 Economic Market Risk Management

 

The Group currently operates in Romania and Ukraine. The Group's activities expose it primarily to financial risks of changes in currency exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no change in the way the Group measures and manages risks.

 

Foreign Exchange Risk

Currency risk arises when commercial transactions and recognized financial assets and liabilities are denominated in a currency that is not the Group's functional currency. Most of the Group's financial assets are denominated in the functional currency. Management is monitoring the net exposures and adopts policies to encounter them so that the net effect of devaluation is minimized.

 

Interest Rate Risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. On June 30th, 2020, cash and cash equivalent (including continued and discontinued operations) financial assets amounted to € 841.868(31 December 2019: €737.625) of which approx. €105 in UAH and €588.421 in RON (Note 26) while the remaining are mainly denominated in either USD or €.

 

The Group is exposed to interest rate risk in relation to its borrowings (including continued and discontinued operations) amounting to € 9.554.329 (31 December 2019: €9.377.660) 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 2020 the weighted average interest rate for all the interest bearing borrowings of the Group stands at 3,91% (31 December 2019: 4,07%).

 

The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 30 June 2020 is presented below:

 

 

Actual

as at 30.06.2020

+100 bps

+200 bps

Weighted average interest rate

3,91%

4.91%

5.91%

Influence on yearly finance costs

 

95.543

191.086

 

The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2019 is presented below:

 

 

Actual

as at 31.12.2019

+100 bps

+200 bps

Weighted average interest rate

4,07%

5,07%

6,07%

Influence on yearly finance costs

 

180.076

360.152

 

The Group's exposures to financial risk are discussed also in Note 6.

 

43.5 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.

 

43.6 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.

 

 

 

43.6 Liquidity Risk Management (continued)

 

Continued Operations

30 June 2020

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

Financial assets

 

 

 

 

 

Cash at Bank

282.966

282.966

 282.966

 

 

Available for sale Investments

7.327.474

7.327.474

7.327.474

-

 

Prepayments and other receivables

6.885.924

6.885.924

6.885.924

 

 

Long-term Receivables and prepayments

841

841

-

-

841

Total Financial assets

14.497.205

14.497.205

14.496.364

-

841

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

995.063

1.088.299

484.321

 603.978

 

Trade and other payables

4.528.316

4.528.316

4.528.316

 

 

Bonds issued

1.224.576

1.694.974

257.934

67.200

1.369.840

Taxes payable and provisions

1.093.520

1.093.520

544.339

549.181

-

Total Financial liabilities

7.841.475

8.405.109

5.814.910

1.220.359

1.369.840

Total net (liabilities)/ assets

6.655.730

6.092.096

8.681.454

(1.220.359)

(1.368.999)

 

 

Discontinued Operations

30 June 2020

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

Financial assets

 

 

 

 

 

Cash at Bank

558.902

558.902

558.902

-

-

Prepayments and other receivables

1.689.577

1.689.577

1.689.577

 

 

Long-term Receivables and prepayments

315.261

315.261

-

 

315.261

Financial Asset at fair Value through OCI

1

1

1

 

 

Total Financial assets

2.563.741

 2.563.741

2.248.480

-

 315.261

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

8.559.266

6.447.183

1.864.758

3.483.204

1.099.221

Trade and other payables

954.364

954.364

946.354

 

8.010

Deposits from tenants

66.371

66.371

-

-

66.371

Finance lease liabilities

9.805.822

12.119.619

858.788

961.109

10.299.722

Taxes payable and provisions

302.566

302.566

258.108

44.458

 -

Total Financial liabilities

19.688.389

19.890.103

3.928.008

4.488.771

11.473.324

Total net liabilities

(17.124.647)

(17.326.361)

(1.679.527)

 (4.488.771)

(11.158.063)

 

 

 

 

Continued Operations

31 December 2019

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

Financial assets

 

 

 

 

 

Cash at Bank

207.251

207.251

207.251

-

-

Prepayments and other receivables

10.833.913

10.833.913

10.833.913

-

-

Financial Assets at FV through P&L

3.581.643

3.581.643

3.581.643

-

-

Long-term Receivables and prepayments

852

852

-

-

852

Total Financial assets

14.623.659

14.623.659

14.622.807

-

852

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

428.000

484.060

64.668

419.392

-

Trade and other payables

4.579.595

4.579.595

4.579.595

 

-

Bonds issued

1.190.603

1.661.001

223.961

67.200

1.369.841

Taxes payable and provisions

1.145.703

1.145.703

550.163

595.541

-

Total Financial liabilities

7.343.901

7.870.359

5.418.387

1.082.133

1.369.841

Total net assets/(liabilities)

7.279.758

6.753.300

9.204.420

(1.082.133)

(1.368.989)

 

Discontinued Operations

31 December 2019

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

Financial assets

 

 

 

 

 

Cash at Bank

530.374

530.374

530.374

-

-

Prepayments and other receivables

1.470.772

1.470.772

1.470.772

-

-

Financial Asset at FV through OCI

1

1

1

-

-

Long-term Receivables and prepayments

315.265

315.265

-

-

315.265

Total Financial assets

2.316.412

2.316.412

2.001.147

-

315.265

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Borrowings

8.949.660

6.918.573

2.113.369

3.513.894

1.291.310

Trade and other payables

1.015.266

1.015.266

1.007.050

-

8.216

Deposits from tenants

67.269

67.269

-

-

67.269

Finance lease liabilities

10.084.470

12.552.787

861.304

912.841

10.778.642

Bonds issued

-

-

-

-

-

Taxation

216.563

216.563

173.012

43.551

-

Total Financial liabilities

20.333.228

20.770.458

4.154.735

4.470.286

12.145.437

Total net assets/(liabilities)

(18.016.816)

(18.454.046)

(2.153.588)

(4.470.286)

(11.830.172)

 

44. Events after the end of the reporting period

 

a) COVID-19 effects

 

As a result of Group's property operations being focused on the food and the telco sectors, the Group did not suffer any material adverse effects from the COVID-19 pandemic crisis which started during Q1 2020 and continues until the date of this report. All of the large/anchor tenants in Group's properties in Bucharest, including Favorit, a 3PL logistics operator servicing Carrefour; Danone, the international food company; ANCOM, the Romanian Telecoms Regulatory Authority; and the supermarket chain Mega Image, have experienced little or no disruption from either the COVID-19 crisis or the lockdown in Romania.

 

However, like other companies all over the world, during the pandemic, SPDI has experienced both delayed payment receipts as well as general delays when interacting with associates who were/ are home bound, while carrying out its business activities. Moreover, the overall investment apetite for real estate has been affected by the ongoing crisis, and this will be reflected in Group's investment activities and future valuation exercises of its properties.

 

 

44. Events after the end of the reporting period (continued)

 

 

b) Arcona Property Fund N.V. transaction

 

Following the conditional Implementation Agreement signed between the Company and Arcona Property Fund N.V. in December 2018 for the sale of Company's non-Greek portfolio of assets in an all share transaction, and the completion of Stage 1 of the transaction in February 2020 with the sale of Boyana in Bulgaria, which followed the Ukrainian Bella and Balabino asset disposals in Q4 2019, the two parties have been engaged in extensive discussions for formulating and agreeing the specific terms of Stage 2 of the transaction which involves EOS and Delenco assets in Romania, and Rhozny, Kiyanovskiy and Tsymlyanskiy land plots in Ukraine.

 

Despite the problems during the period from the pandemic which affected all related participants in all jurisdictions of the two parties (Holland, Czech Republic, Ukarine, Romania, Cyprus, UK), discussions and negotiations in relation to agreeing and closing Stage 2 are progressing slowly.

 

c) Finalizing Boyana transaction with Arcona

As part of the closing of the sale of Boyana to Arcona in 2019, the parties agreed the transfer of an Alpha Bank loan of EUR 0,77m at the level of Sertland to Arcona, following the extension of the loan by Alpha Bank. The loan was transferred successfully during August 2020. 

 

 

 

 

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IR EKLFLBBLFFBV
Date   Source Headline
29th Dec 202310:30 amRNSResult of AGM
6th Dec 20239:22 amRNSNotice of AGM
29th Sep 20239:04 amRNSInterim Results
30th Jun 20237:00 amRNS2022 Annual Results
24th May 20237:00 amRNSOperating Cost Optimisation Measures and RPT
23rd May 20237:00 amRNSShareholding Notification and Director Dealing
22nd Feb 20237:00 amRNSShareholder Call
3rd Jan 20239:10 amRNSSale of the GreenLake land portfolio
30th Dec 202210:30 amRNSResult of AGM
7th Dec 20227:00 amRNSNotice of Annual General Meeting
21st Oct 202210:30 amRNSDirector/PDMR Shareholding
29th Sep 20227:00 amRNSInterim Results
26th Aug 20227:00 amRNSConversion of loan to equity in Joint Venture
30th Jun 20227:00 amRNSFinal Results
17th Jun 202212:20 pmRNSUpdate re: Transfer of Property Assets to Arcona
25th May 20227:00 amRNSInvestor Presentation
30th Mar 20227:00 amRNSTransfer of Romanian property asset to Arcona
4th Mar 20224:10 pmRNSUpdate on Ukraine Assets
30th Dec 202110:27 amRNSResult of AGM
7th Dec 20217:00 amRNSNotice of AGM
30th Sep 20217:00 amRNSHalf-year Report
31st Aug 20211:43 pmRNSDirector/PDMR Notification
1st Jul 20217:00 amRNSShareholder Call
30th Jun 20217:00 amRNS2020 Annual Results
14th Jun 20217:00 amRNSUpdate on Arcona Property Fund N.V. Agreement
17th May 20217:00 amRNSCorporate Update
30th Dec 202012:45 pmRNSResult of AGM
8th Dec 20207:00 amRNSNotice of Annual General Meeting
30th Oct 20207:00 amRNSHalf-year Report
30th Sep 20209:05 amRNSFinal Results
14th Jul 20207:00 amRNSShareholder Call
11th Jun 20207:00 amRNSCorporate update & Accounts Publication Extension
31st Dec 201911:15 amRNSResult of AGM
31st Dec 201910:30 amRNSIssue of New Ordinary Shares & Total Voting Rights
6th Dec 201912:15 pmRNSTransfer of Bulgarian Assets & Shareholder Call
6th Dec 20197:00 amRNSNotice of AGM
1st Nov 20194:31 pmRNSTransfer of Ukraine property assets to Arcona
30th Sep 20197:00 amRNSHalf-year Report
22nd Aug 20197:00 amRNSCompletion of Sale of Greek Asset
7th Aug 20197:00 amRNSUpdate on Arcona Property Fund N.V. Agreement
25th Jul 20197:00 amRNSShareholding Notification
9th Jul 201912:32 pmRNSSale of Greek Asset
28th Jun 20191:30 pmRNS2018 Audited Annual Results
24th May 20197:00 amRNSArcona Property Fund N.V. Agreement Update
28th Mar 201912:15 pmRNSUpdate on Sale of Assets to Arcona & Investor Call
25th Mar 20197:00 amRNSShareholder Call
7th Jan 20191:00 pmRNSBoard Changes and Formation of Advisory Council
31st Dec 201810:43 amRNSResult of AGM
18th Dec 20187:00 amRNSSale of Assets to Arcona Property Fund N.V.
7th Dec 20182:00 pmRNSNotice of AGM

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