ANNUAL REPORT
2022
Table of Contents
SECTION A- Annual Report
1. Letter to Shareholders
2. Management Report
2.1 Corporate Overview & Financial Performance
2.2 Property Holdings
2.3 Financial and Risk Management
2.4 2023 and beyond
3. Regional Economic Developments
4. Real Estate Market Developments
4.1 Romania
4.2 Ukraine
5. Property Assets
5.1 EOS Business Park – Danone headquarters, Romania
5.2 Delenco office building, Romania
5.3 Innovations Logistics Park, Romania
5.4 Kindergarten, Romania
5.5 Residential portfolio
GreenLake, Bucharest, Romania
5.6 Land Assets
Kiyanovskiy Residence – Kiev, Ukraine
Tsymlyanskiy Residence – Kiev, Ukraine
Rozny Lane – Kiev Oblast, Kiev, Ukraine
SECTION B- Financial Statements
SECURE PROPERTY DEVELOPMENT AND INVESTMENT PLC
KIRIAKOU MATSI 16, AG. OMOLOGITES,1082, NICOSIA,CYPRUS
4
6
6
9
11
12
13
14
14
14
15
15
15
16
16
17
17
17
17
17
18
ANNUAL REPORT 2022| 2
SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC
Key Figures
31 Dec 2022
31 Dec 2021
Change
Total Assets (€million):
Number of income producing
commercial Properties:
30
1
53
4
-43%
-75%
Average occupancy rate of
80%
91%
-12%
income producing assets:
Operational Gearing:
34%
31%
10%
Average borrowing cost:
5,4%
5,1%
6%
Operating Income*(€million):
0,7
2,4
-70%
EBITDA*(€million):
(0,6)
0,8
-175%
Net Equity**(€million):
13,1
23,2
-44%
Issued Shares:
129.191.442
129.191.442
-
NAV per share (€):
0,10
0,18
-44%
* Excluding fair value related impact (Table 1).
** Attributable to the shareholders.
This report may contain forward-looking statements about the Company. Such statements are predictive in nature and depend upon or refer to future
events or conditions and may include such words as ‘‘expects’’, ‘‘plans’’, ‘‘anticipates’’, ‘‘believes’’, ‘‘estimates’’ or other similar expressions. In addition, any
statement regarding future performances, strategies, prospects, actions or plans is also a forward-looking statement. Forward-looking statements are subject
to known and unknown risks and uncertainties and other factors that may cause actual results, events, activities and achievements to differ materially from
those expressed or implied by such statements. Such factors include general economic, political and market conditions, interest and foreign exchange rates,
regulatory or judicial proceedings, technological change and catastrophic events. You should consider these and other factors carefully before making any
investment decisions and before relying on forward-looking statements.
ANNUAL REPORT 2022| 3
1.
Letter to Shareholders
28 June 2023
2022 experienced contrasting property market forces. On one hand the global energy crisis and the ensuing
inflation which dragged along the debt interest rates to levels not seen for a couple of decades raised the
property related costs and risk concerns. On the other hand, the markets that SPDI is present in continued
their post pandemic recovery, with the exception of Ukraine for obvious reasons. In this environment, and
as we presented to our shareholders last year, SPDI managed to conclude Stage 2 of its indirect merger
with the Amsterdam and Prague listed Arcona Property Fund N.V. (APF - with assets in Poland, Czech
Republic and Slovakia) that involved the transfer of the remaining Romanian portfolio to APF. APF is also
committed to acquire the remaining Ukrainian assets, with the transaction being delayed due to the ongoing
war, expected to take place in the future upon normalization of current conditions.
In parallel, SPDI’s Management increased their effort to monetize any remaining assets that had not yet
been sold to APF and that were to be part of Stage 3, but as the discussions with APF took much longer
than expected and negotiations on their valuation did not conclude, we opted to monetize them in the
broader market. As such we managed to sell the Kindergarten and the remaining Green Lake land in
Romania at values much higher than those APF was offering. At the same time almost half of the loan SPDI
had extended to Olympians has by now been repaid (with a small amount due to be repaid later this year)
with the remaining half planned to be transformed into a 50% equity stake in a Romanian logistics platform
that is to be monetized together with the Innovations Terminal later this year.
At the moment SPDI owns ~26% of APF, plus a number of warrants, and has our Chairman as one of the
three APF supervisory board members, to facilitate the transition and ensure value retention and generation
for our shareholders. On the liability side, SDPI is expecting the hearing of its court case in Cyprus against
the seller of its Praktiker Craiova asset so as to settle a liability that we have provided for, but our legal
advisers and our board are confident will end up to our benefit anyway. During the year we have reduced
even further the Company’s operating expenses to a minimum with most of the executives being paid for
part time employment; a process that was further advanced earlier in 2023 with all executives moving out
of the Company and offering their (part time) services through a third-party services contract. As SPDI did
not reach the minimum size needed, these operating expenses, despite being at the bottom end of the
peer bracket, weighted substantially on a limited size property company that SPDI ended being, and
became the management’s priority to address, always taking into consideration our fiduciary responsibility
to ensure smooth running and value retention for our Company.
We expect 2023 will be the last year of SPDI operations as we know them with its net assets turned into
APF shares and cash, and opex being reduced to minimum. When such APF shares and cash are distributed
ANNUAL REPORT 2022| 4
to our shareholders, subject to, inter alia, all necessary shareholder/regulatory approvals being obtained
and tax advice, they will be able to either monetise their investment by selling them or retain them and
follow APF’s growth into a dividend issuing pan-East Europe property company, the preferred way of
safeguarding their investment value together with having the option of further value generation.
Management and directors of SPDI are committed to see the conclusion of this transaction so that they will
ensure the transformation of our Company.
Best regards,
Lambros G. Anagnostopoulos, Chief Executive Officer
ANNUAL REPORT 2022| 5
2.
Management Report
2.1 Corporate Overview & Financial Performance
SPDI’s core property asset portfolio consists of South Eastern European prime commercial and
Summary
industrial real estate, the majority of which is let to blue chip tenants on long leases. During
2022, management, in line with the Company’s strategy to maximise value for shareholders,
closed two transactions with Arcona Property Fund N.V (Arcona) as part of the conditional
implementation agreement for the sale of Company’s property portfolio, excluding its Greek
logistics property (which has now also separately been sold), in an all-share transaction to
Arcona, an Amsterdam and Prague listed company that invests in commercial property in Central
Europe. Arcona originally held high yielding real estate investments in Czech Republic, Poland
and Slovakia, with the total agreement valuing the SPDI NAV at ~ €29m, significantly higher than
the current market value of the Company as a whole.
The combination of two complementary asset portfolios is expected to create a significant
European property company, benefiting both the Company’s and Arcona’s respective
shareholders.
Following the completion of Stage 1 of the transaction in 2019, which involved the sale of two
land plots in Ukraine and residential and land assets in Bulgaria and resulted in Company
receiving a total of 593.534 Arcona shares and 144.084 warrants over Arcona shares, in June
2021, the two parties signed SPA agreements for Stage 2 of the Arcona transaction. This stage
involves the transfer of the EOS and Delenco assets in Romania and the Kiyanovskiy and Rozny
land plots in Ukraine with a total net asset value of €8,2 million, in exchange for approximately
560.000 new ordinary shares in Arcona and approximately 135.000 warrants over shares in
Arcona, as well as €1m in cash, subject to, inter alia, standard form adjustment and finalisation
in accordance with the relevant agreements.
During March and June 2022 the transactions for the sale of EOS and Delenco were concluded,
in exchange for the issue to the Company of 479.376 new shares in Arcona and 115.543 warrants
over shares in Arcona.
The invasion of Ukraine by Russia during February 2022 suspended the transfer process of the
relevant Ukrainian assets included in Stage 2 of the transaction. Any development of such process
is expected to take place in the future upon normalization of current conditions.
Moreover, the war in Ukraine has also affected our standard local business. In particular, despite
submitting the official request to the City of Kiev to extend the lease of Tsymlyanskiy for another
5 years in November 2021 (as we have first extension rights over any other interested party) we
have not managed to get an official approval yet. The first step in the process whereby the
presiding committee of the municipality, before the final approval by the City Council, did not
Corporate
developments
ANNUAL REPORT 2022| 6
take place as too many other cases had accumulated which had time priority over our case.
During the period between 15 December 2021 and 20 January 2022, the committee did not
convene at all as is usual during holiday and vacation times. Once the holiday season was over,
the main focus of the committee and the City Council unfortunately were on issues not related
to property lease extensions, but rather more pressing matters for the interests and operational
stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian
invasion of Ukraine. However, management remains confident that the Company will be awarded
the lease extension once the war status permits.
In August 2022 the Company signed with Myrian Nes Limited a Shareholders Agreement for a
joint venture for developing logistics properties in Romania. As part of this agreement the
Company will convert €2,5 million of the loan it has extended in 2017 to Myrian Nes Limited
(Olympians Loan) into a 50% equity stake of the joint venture company. The objective of this
new company, which Myrian Nes is contributing €2,5 million in equity funds to, is to develop a
portfolio of logistics properties in Romania with a view of letting them to third party tenants in a
market that has very low vacancy and has shown substantial strength and resilience in recent
years. The remaining part of the Olympians Loan is being repaid in regular intervals and is
expected to be fully repaid to the Company during the current period. As part of this joint venture,
the parties have proceeded to the establishment of the required entities in Cyprus and Romania,
while currently are finalizing discussions with a counterparty for the purchase, development and
lease back of a particular asset.
Moreover, during the period the Company sold its total interest in the 40.850 sqm land portfolio
of the GreenLake project in Bucharest, Romania, which is not zoned for development, as well as
its interest in the Kindergarten asset in GreenLake. These assets was planned to be part of Stage
3 of the transaction with Arcona, but negotiations on price did not concluded, and therefore
Management got higher prices in the market. The sale of the land portfolio resulted in the full
repayment of GreenLake’s First Phase bank loan, leading in turn to the successful monetization
of the remaining developed First Phase units of the associate Green Lake Development Srl, as
well as the settlement, after prolonged negotiations, of an ongoing overlapping dispute over the
GreenLake land.
Regarding the economic environment in which the Company operates, the Romanian economy
which constitutes the main operating market of the Company, grew by 4,7% in 2022, better than
expected given the persistent inflation during the year. Growth was driven by strong consumer
spending, which increased 5,5% year-on-year on the back of the removal of pandemic
restrictions and the higher wages. Inflation rate reached 12% in 2022 while unemployment
showed a marginal increase to 5,6%, keeping the labor market relatively tight and wage
increases high. Real estate investment volume reached in 2022 the historical milestone of 1,25
Romanian economic
developments
ANNUAL REPORT 2022| 7
bln euros, 36% higher than the volume registered the previous year, with office assets
representing 62% of the annual volume, while retail assets attracted 24% and industrial 7%.
Total operating income decreased by 38% during 2022 as a result of the disposal of assets during
the period, leading to a decrease in net income from operations by 69%.
Financial
performance
Table 1
The administration costs, adjusted by the one-off costs, decreased by 15%, and the recurring
EBITDA finally decreased to -€0,63m from €0,82m in 2021.
Overall, operating results after finance and tax for the year decreased to -€1,18m as compared
to €0,14m in 2021.
ANNUAL REPORT 2022| 8
2.2 Property Holdings
The Company's portfolio at year-end consists of commercial income producing and residential
Property
properties in Romania, as well as land plots in Ukraine and Romania.
Assets
Commercial
Land &
Residential
Property
Asset
Valuations
Commercial Property
Innovations Logistics Park
Location
Bucharest, Romania
Key Features
Gross Leaseable Area:
Anchor Tenant:
Occupancy Rate:
16.570 sqm
Favorit Business Srl
80%
Land & Residential Assets
Kiyanovskiy Residence
Tsymlyanskiy Residence*
Rozny Lane
GreenLake (Associate)
GreenLake (Associate)
Location
Kiev, Ukraine
Kiev, Ukraine
Kiev, Ukraine
Romania
Romania
Key Features
Plot of land (~ th. sqm):
Plot of land (~ th. sqm):
Plot of land (~ th. sqm):
Sold units during 2022:
Available units (end 2022):
6
4
420
4
7
*As of November 2021, the Company had already submitted official request to the City of Kiev to
extend the lease of the property for another 5 years, since it has first extension rights over any
other interested party. The first step in the process whereby the presiding committee of the
municipality, before the final approval by the City Council, did not place as many other cases had
accumulated which had time priority over our case. During the period between December 15th
2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday
and vacation times. Once the holiday season was over, the main focus of the committee and the
City Council unfortunately were on issues not related to property lease extensions, but rather
more pressing matters for the interests and operational stability of the City of Kiev. From there
on, all decisions have been put on hold due to the Russian insurgence of Ukraine. Management
remains confident that the Company will be awarded the lease extension once the war status
permits.
In 2021, the Company’s accredited valuers, namely CBRE Ukraine for the Ukrainian Assets, and
NAI RealAct for the Romanian Assets, remained appointed. The valuations have been carried out
by the appraisers on the basis of Market Value in accordance with the current Practice Statements
contained within the Royal Institution of Chartered Surveyors (“RICS”) Valuation – Global
Standards (2017) (the “Red Book”) and are also compliant with the International Valuation
Standards (IVS).
Following disposals of previous periods, SPDI’s portfolio has became more concentrated in terms
of geography. At the end of the reporting period, Romania remains the prime country of
operations (83%) in terms of Gross Asset Value, while in Ukraine (17%) the Company still has
interests in land plots intended to be sold as part of the Arcona transaction.
ANNUAL REPORT 2022| 9
In respect of the Company’s income generation capacity, Romania has become gradually the
single operating income source.
** Net Operating Income includes NOI from Innovations Logistics Park, Victini Logistics, EOS Business Park, Praktiker
retail center, Kindergarten, Residential units, GreenLake, as well as Delenco office building (dividends).
The table below summarizes the main financial position of each of the Company’s assets
(representing the Company’s participation in each asset) at the end of the reporting period.
Table 2
Asset
Contribution
to Net Asset
Value
Country
Rom
Ukr - Rom
Property
Innovations Logistics Park
Land banking
Total Value
Other balance sheet items, net **
Net Asset Value total
Market Cap in EUR as at 31/12/2022 (Share price at £0,0575)
Market Cap in EUR as at 23/06/2023 (Share price at £0,05625)
Discount of Market Cap in EUR at 23/06/2023 vs NAV at 31/12/2022
* Reflects the Company’s participation at each asset
**Refer to balance sheet and related notes of the financial statements
GAV*
9,7
1,9
11,6
2022
€m Debt *
6,2
4,0
10,2
NAV
3,5
-2,1
1,4
+11,7
13,1
8,3
8,4
-36%
ANNUAL REPORT 2022| 10
The Net Equity attributable to the shareholders as at 31 December 2022 stood at ~€13,1m vs
~€23,5m in 2021. The table below depicts the discount of Market Share Price over NAV since
2012.
Net Equity
The NAV per share as at 31 December 2022 stood at GBP 0,09 and the discount of the Market
Value vis a vis the Company’s NAV denominated in GBP stands at 37% at year-end.
Net Asset
Value per
share
2.3 Financial and Risk Management
The Group’s overall bank debt exposure at the end of the reporting period was
~€10,2m (calculating relative to the Company’s percentage shareholding in each),
Leverage
comprising the following:
a) €6,2m finance lease of Innovations Logistics Park with Piraeus Leasing Romania.
b) €4,0m being the Company’s portion on land plot related debt financing.
Throughout 2022, the Company focused on managing and preserving liquidity through
cash flow optimization. In this context, Management secured a) collection of scheduled
re-payments of loans provided to third parties, b) continuous sale of residential assets
and c) advancement of discussions related to transaction with Arcona Property Fund
Liquidity
Management-
Cash Flow Risk
N.V. which in most part materialized in 2022.
ANNUAL REPORT 2022| 11
2.4 2023 and beyond
During 2023 the Company intends to sell all its assets, and consequently its main
operations are expected to be minimized, provided that constraints brought by the
Arcona
transaction
current war situation in Ukraine will successfully be surpassed. Despite such
constraints, Management is working along the guidelines of the board for the closing
of the transaction with Arcona Property Fund N.V., which will mark effectively the
maximization of Company’s value and will give our shareholders the opportunity to
gain direct exposure to an entity of considerably larger size, with a strong dividend
distribution policy, and active in a more diversified and faster growing region (Central
and South Eastern Europe) of the European property market.
Having already completed during 2022 the transfers of Delenco and EOS assets in
Romania, the Management is currently working towards completion of the remaining
parts of the transaction, monitoring closely any developments in Ukraine, as well as
with all other open issues which if resolved will effectively turn the Company having as
assets only Arcona shares (including warrants over shares) and cash.
To that end, as part of the cost reduction process, the Company has agreed to
externalize all HR and office costs in all operating jurisdictions except Ukraine, resulting
in that way in a ~35% and ~50% reduction vis a vis same costs in 2022 and 2021
respectively.
ANNUAL REPORT 2022| 12
3.
Regional Economic Developments 1
The Romanian economy experienced in 2022 the second consecutive year of strong
Romania
growth following the global reset experienced in 2020 due to the pandemic. Growth
reached 4,7% driven by strong private consumption and robust investment. Private
consumption increased by 5,5% year on year backed by the release of the restrictions
as a result of the pandemic and the high wages. Moreover, the local investment market
reached the historical milestone of EUR 1,25 bln, 36% higher than the investment
volume registered the previous year.
Unemployment rate is estimated marginally higher but still in low levels at 5,6%,
keeping the labor market relatively tight and wage increases high. Inflation peaked
during the year at high levels and closed at 12% at year end, on the back of the high
energy prices and the constantly increasing trend in foods and services.
Romania
GDP (EUR bn)
Population (mn)
Real GDP (y-o-y %)
CPI (average, y-o-y %)
Unemployment rate (%)
Macroeconomic data
2016
170
19,8
4,8
-1,5
5,9
2017
188
19,6
7,0
1,3
4.3
2018
203
19,5
4,1
4,6
3,6
2019
223
19,5
4,1
3,3
3,1
2020
218
19,3
-3,7
2,3
6,1
2021
241
19,3
5,9
4,1
5,4
2022f
286
19,6
4,7
12
5,6
Following the invasion of Russia in Ukraine in February 2022, Ukraine’s GDP fell by
29,1% in 2022 as a result of the damages the war brought in the heavy industry, the
Ukraine
power grid and the agricultural sector, as well as the restricted access to Black Sea
ports that are vital for the export activities of the country.
With Ukraine’s grain crop falling to 53 mil tonnes in 2022 from 86 mil tonnes in 2021,
and steel production reduced by almost 71%, export activity declined by 35% in 2022
compared to the previous year.
The Ukrainian currency, Hryvnia, depreciated significantly against major currencies.
As at the end of 2022, Hryvnia had depreciated 34% against US dollar and 26%
against Euro, compared to 2021 year end. The invasion also affected the assessment
of country’s solvency by international rating agencies. Currently credit ratings have
rebound partially with S&P’s rating at CCC+ with stable outlook, Moody’s one at Caa3
with stable outlook, and Fitch’s at CC.
1 Sources: World Bank Group, Eurostat, EBRD, National Institute of Statistics- Romania, National Institute of Statistics –
Ukraine, IMF, European Commission.
ANNUAL REPORT 2022| 13
4.
Real Estate Market Developments2
4.1 Romania
Total real estate investment volume in Romania reached in 2022 1,25 bln Euros,
General
representing a 36% y-o-y increase. Bucharest proved again to be the most liquid real
estate market generating almost three quarters from total annual investment volume
driven mainly by office transactions. Office segment represented 62% of the annual
volume, followed by retail sector (24%) and the industrial/ logistics one (7%).
Compression and stability is the trend that describes yields in Romania during 2022.
Prime office yields remained at 6,75%, while industrial ones compressed to 7,15%
from 7,5%, and retail stood at 6,75% from 7%. Local investors represent 50% of total
investment volume, while foreign investment was driven by South Africans (15%) and
Austrians (10%).
With c.900.000 sq m delivered during 2022, the total modern industrial/ logistics stock
reached c.6,6 million sq m. Almost 50% of the new deliveries were in Bucharest area,
being by far the largest consumer market in the country. At the end of 2022 the
vacancy rate in Romania’s industrial modern stock stood at 4,5%, while the vacancy
rate for Bucharest was 5,8%. Headline rent in logistic parks registered a 5% increase
at 4,1 EUR/sqm/month as a result of the robust demand and the increase in
construction costs.
4.2 Ukraine
Logistics
Market
The full-scale Russian military invasion of Ukraine in February 2022 and the
subsequent introduction of martial law put the local real estate market under pressure,
General
with limited transactions taking place, falling demand across all sectors, and complete
lack of reliable data as to the activity and performance of the market.
During 2022 even though the land market was seriously affected by the Russian
Land Market
military invasion, asking prices demonstrated certain stability and have not decreased
significantly. Despite the extremely low demand observed on the market, the majority
of owners were not willing to sell at reduced prices and preferred even to withdraw
the asset from the market.
2 Sources : Eurobank, CBRE Research, Colliers International, Cushman & Wakefield, Crosspoint Real Estate, Knight Frank, Coldwell
Banker Research, National Institute of Statistics- Romania, State Statistics Service-Ukraine, NAI Real Act
ANNUAL REPORT 2022| 14
5. Property Assets
5.1 EOS Business Park – Danone headquarters, Romania
The park consists of 5.000 sqm of land including a class “A” office building of 3.386 sqm GLA
and 90 parking places. It is located next to the Danone factory, in the North-Eastern part of
Bucharest with access to the Colentina Road and the Fundeni Road. The 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.
Property
description
The Company acquired the office building in November 2014. The complex is fully let to Danone
Current status
Romania, the French multinational food company, until 2025. The asset was sold in June 2022
as part of Stage 2 of the Arcona transaction.
5.2 Delenco office building, Romania
The property is a 10.280 sqm office building, which consists of two underground levels, a
ground floor and ten above-ground floors. The building is strategically located in the very center
of Bucharest, close to three main squares of the city: Unirii, Alba Iulia and Muncii, only 300m
Property
description
from the metro station.
The Company acquired 24,35% of the property in May 2015. As at the end 2021, the building
Current status
is 99% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor
tenant (81% of GLA). The stake in the asset was sold in March and June 2022 as part of Stage
2 of the Arcona transaction.
ANNUAL REPORT 2022| 15
5.3
Innovations Logistics Park, Romania
The park incorporates approximately 8.470 sqm of multipurpose warehousing space, 6.395
sqm of cold storage and 1.705 sqm of office space. It is located in the area of Clinceni, south
west of Bucharest center, 200m from the city’s ring road and 6km from Bucharest-Pitesti (A1)
highway. It’s construction was completed in 2008 and was tenant specific. It comprises four
separate warehouses, two of which offer cold storage.
Property
description
As at the year end the terminal was 80% leased. Anchor tenant with 46% is Favorit Business
Current status
Srl, a large Romanian logistics operator, which accommodates in the terminal their new
business line which involves as end user Carrefour. Following recent relevant agreement,
Favorit’s leases extended until 2026. Since 2019 the Company signs also short term lease
agreements for ambient storage space with Mondelez Srl, one of the fastest growing regional
food companies.
5.4 Kindergarten, Romania
Situated on the GreenLake compound on the banks of Grivita Lake, a standalone building on
ground and first floor, is used as a nursery by one of the Bucharest’s leading private schools.
Property
description
The building is erected on 1.428.59 sqm plot with
a total gross area of 1.198 sqm.
The property is 100% leased to International School for Primary Education. The asset was sold
Current status
in September 2022.
ANNUAL REPORT 2022| 16
5.5 Residential portfolio
GreenLake, Bucharest, Romania
A residential compound of 40.500 sqm GBA, which consists of apartments and villas, situated
on the banks of Grivita Lake, in the northern part of the Romanian capital – the only residential
property in Bucharest with a 200 meters frontage to a lake. The compound also includes
facilities such as one of Bucharest’s leading private schools (International School for Primary
Education), outdoor sports courts and a mini-market.
Property
description
During 2022, 4 apartments and villas were sold while at the end of the year 7 units remained
Current status
unsold but they are all precontracted and sold during 2023.
5.6 Land Assets
Kiyanovskiy Residence – Kiev, Ukraine
The property consists of 0,55 Ha of freehold and leasehold land located at Kiyanovskiy Lane,
near Kiev city center. It is destined for the development of businesses and luxury residences
with beautiful protected views overlooking the scenic Dnipro River, St. Michaels’ Spires and
Property
description
historic Podil.
The asset is part of Stage 2 of the Arcona transaction and relevant SPA for its disposal has
Current status
already been signed in June 2021 while closing has been postponed due to the invasion of
Russia in Ukraine.
Tsymlyanskiy Residence – Kiev, Ukraine
The 0,36 Ha plot is located in the historic and rapidly developing Podil District in Kiev. The
Company owns 55% of the SPV which leases the plot, with a local co-investor owning the
Property
description
remaining 45%.
The extension of the lease, originally expected during 2021, was delayed and currently is on
Current status
hold due to the invasion of Russia in Ukraine. The asset is planned to be part of Stage 3 of the
Arcona transaction.
ANNUAL REPORT 2022| 17
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
Property
description
legal decision in July 2015.
The asset is part of Stage 2 of the Arcona transaction and relevant SPA for it’s disposal has
Current status
already been signed in June 2021 while closing has been postponed due to the invasion of
Russia in Ukraine.
ANNUAL REPORT 2022| 18
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022
CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022
CONTENTS
Corporate Information
Chairman’s Statement
Declaration
Management Report
Independent Auditor’s Report
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
PAGE
21
22
23
24-26
27-30
31
32
33
34
35-94
CONSOLIDATED FINANCIAL STATEMENTS 2022| 20
Corporate Information
Board of Directors
Lambros Anagnostopoulos
Ian Domaille
Antonios Kaffas
Harin Thaker
Michael Petros Beys
Registered Address
16, Kyriakou Matsi Avenue,
Eagle House, 10th floor, PC 1082,
Agioi Omologites, Nicosia, Cyprus
Principal Places of Business
6, Nikiforou Foka Street,
1016 Nicosia,
Cyprus
10A Zizin Street, Interphone 32,
Ap. no 32, 8th&9th floor, District 3,
Bucharest, PC 031263
Prytys'ko-Mykilska 5
Kiev 04070,
Ukraine
Company Secretary
Chanteclair Secretarial Ltd
16, Kyriakou Matsi Avenue
Eagle House, 10th floor, PC 1082, Nicosia, Cyprus
Nominated Adviser
Strand Hanson Ltd
26 Mount Row,
Mayfair, London, W1K 3SQ
Registrars
Broker
Novum Securities Limited
8-10 Grosvenor Gardens,
Belgravia, London,SW1W 0DH
Computershare Investor Services PLC
The Pavillions, Bridgewater Road,
Bristol BS99 7NH, UK
Cymain Registrars Limited
P.O. Box 25719,
1311 Nicosia, Cyprus
Main Collaborating Banks
Eurobank EFG Cyprus Ltd
41, Makarios Avenue, 5th floor,
1065 Nicosia, Cyprus
Bank of Cyprus
P.O. Box 21472
1599 Nicosia, Cyprus
UNIVERSAL Bank
54/19, Avtozavodska Street., 04114
Kiev, Ukraine
Banca Transilvania
SOS Bucuresti – Ploiesti Nr.43, Sector 1
Bucuresti, Romania
Alpha Bank Romania
Neocity 2 Building, 237B, Calea Dorobantilor Street,
District 1, Bucharest, Romania
Piraeus Leasing Romania
B-dul Nicolae Titulescu, No. 29 - 31, etaj 5
Sector 1, Bucuresti, Romania
Vista Bank (Romania) S.A.
90-92 Emanoil Porumbaru Str.,
1st District, Bucharest, Romania
Solicitors
WTS Tax Legal Consulting LLC
5, Pankivska Street, 5th floor
Kiev, Ukraine, 01033
Lucu and Associates
4, Splaiul Blvd,
040031 Bucharest, Romania
Drakopoulos Law Firm
7 David Praporgescu, District 2, 020965
Bucharest, Romania
Auditors
Baker Tilly Klitou and Partners Limited
Corner C Hatzopoulou & 30 Griva Digheni Avenue
1066 Nicosia, Cyprus
Reed Smith LLP
The Broadgate Tower 20 Primrose Street,
London EC2A 2RS, United Kingdom
Georgiades & Pelides LLC
Kyriakou Matsi Avenue,
Eagle House, 10th floor, PC 1082, Nicosia, Cyprus
CONSOLIDATED FINANCIAL STATEMENTS 2022| 21
Chairman’s Statement
Just as the Pandemic was finally subsiding, the war in Ukraine erupted in early 2022, followed by energy crises later in the year that
brought along higher costs and global inflation. These are among the events that contributed to SPDI’s significant NAV decline, along
with rising interest rates. Nevertheless, while these events confirmed that our SPDI venture is facing crisis after crisis on a continuous
basis, we are happy to confirm that our team has managed to close the main part of Stage 2 of our asset contribution to Arcona
Property Fund (“APF”) for stock (effectively a merger), resulting in SPDI now having 26% of APF’s shares and 260,000 additional
warrants that can eventually increase SPDI’s stake to +30% of APF’s stock. Our focus has now shifted towards managing and
governing APF itself (through APF’s supervisory board and management), before distributing APF’s shares to our shareholders, and
while we endeavor to sell SPDI’s few remaining assets and settle any remaining liabilities. The objective remains the same as always:
to monetize SPDI’s value for our shareholders through the APF asset contribution and other asset dispositions, and the Company's
management and board are committed to realizing that end.
Michael Beys
Chairman of the Board
CONSOLIDATED FINANCIAL STATEMENTS 2022| 22
DECLARATION BY THE MEMBERS OF THE BOARD OF DIRECTORS AND THE
PERSON RESPONSIBLE FOR THE PREPARATION OF THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY
We, the Members of the Board of Directors and the person responsible for the preparation of the consolidated financial statements
of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC for the year ended 31 December 2022, based on our opinion, which is a
result of diligent and scrupulous work, declare that the elements written in the consolidated financial statements are true and
complete.
Board of Directors members:
Lambros Anagnostopoulos
Michael Petros Beys
Ian Domaille
Antonios Kaffas
Harin Thaker
Person responsible for the preparation of the consolidated financial statements for the year ended 31 December 2022:
Theofanis Antoniou
CONSOLIDATED FINANCIAL STATEMENTS 2022| 23
MANAGEMENT REPORT
The Board of Directors presents its report and the audited consolidated financial statements of SECURE PROPERTY DEVELOPMENT &
INVESTMENT PLC (“SPDI” or the “Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2022.
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, operation and selling of
property assets in the Region.
Review of current position, future developments and significant risks
Following relevant decision in 2018, management has been proceeding since 2019, with the implementation of the agreement with
Arcona Property Fund N.V. (Arcona), a fund listed on Amsterdam and Prague Stock Exchanges. This agreement involves the effective
exchange of Company’s portfolio for new Arcona shares, effectively combining the two entities’ complimentary portfolios, creating at
the same time a significant European property company for the benefit of all shareholders.
The “new” company will have presence in Central and South East Europe and in particular in Czech Republic, Poland, Slovakia,
Ukraine, Romania and Bulgaria, with an estimated portfolio size of ~EUR 160m and a NAV of ~EUR 78m.
As part of the aforementioned agreement, in 2019 the Company completed Stage 1 of the transaction with Arcona, involving the sale
of Bela and Balabino land plots in Ukraine, and the Boyana asset in Bulgaria, receiving from these sales a total of 593.534 Arcona
shares and 144.084 warrants over shares in Arcona. Moreover in June 2021 the Company signed with Arcona relevant SPAs for the
transfer of assets included in Stage 2 of the transaction which includes two office properties in Bucharest, Romania (Delenco and
EOS), as well as the Kiyanovskiy and Rozny assets in Ukraine. In March and June 2022 the parties signed the closing documents of
the transaction regarding the Delenco and EOS assets in Romania in exchange for the issue to SPDI of 479.376 new shares in Arcona
and 115.543 warrants over shares in Arcona.
Closing of the transactions regarding the Ukrainian assets has been on hold after the Russian invasion of Ukraine. Although the buyer
is committed to meet its relevant obligations, the effective closing of these transactions is expected to take longer. Obviously, the
associated risk has increased dramatically, and inevitably successful completion of Stage 2 is closely dependent on agreement over
price and how conflict will be evolved.
Discussions regarding Stage 3 of the transaction are at a preliminary stage and will be intensified upon successful closing of Stage 2.
However, due to the delay associated with the Arcona transaction, the Company has increased effort to monetize the assets included
in Stage 3, succeeding in the sale (and in some cases the pre-sale) of all remaining assets in GreenLake complex, including non-zoned
land, at prices higher than those offered by Arcona.
Moreover the current conflict between Ukraine and Russia, on top of the huge humanitarian and economic problems that it has
brought in Ukraine, has also harmed confidence and economic sentiment in the whole region (including Romania), something which
eventually might lead to destabilization of the associated economies, minimization of foreign investment volumes, and negative
impacts on real estate markets. However, we should note at this point that negative impact from any inflationary trends is minimized
through the indexation clauses included in Group’s lease agreements.
Results and Dividends
The Group's results for the year are set out on page 31. No dividends were declared during the year.
Share Capital
Authorised share capital
The authorized share capital of the Company as at the date of issuance of this report is as follows:
a) 989.869.935 Ordinary Shares of €0,01 nominal value each,
b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3).
Issued share capital
As at the end of 2022, the issued share capital of the Company was as follows:
a) 129.191.442 Ordinary Shares of €0,01 nominal value each,
b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each (Note 28.3)
.
CONSOLIDATED FINANCIAL STATEMENTS 2022| 24
MANAGEMENT REPORT
Issued share capital (continued)
In respect of the Redeemable Preference Class B Shares, issued in connection to the acquisition of Craiova Praktiker, following the
holders of 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 28.3) in October 2016, to the Craiova Praktiker seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L.
and final settlement for any resulting difference is expected to be provided by Cypriot Courts (Note 40.3). As soon as the
case is settled, the Company will proceed with the cancellation of the Redeemable Preference Class B Shares.
Board of Directors
The members of the Company's Board of Directors as at 31 December 2022 and at the date of this report are presented on page 21.
All Directors were members of the Board throughout the year ended 31 December 2022.
There were no changes in the assignment of responsibilities of the Board of Directors.
Board Committees
The Board has constituted two committees, the audit committee and the remuneration committee.
The membership and the responsibilities of both committees remained unchanged during the reporting period:
- Audit Committee: Mr. Domaille (Chairman) and Mr. Kaffas
- Remuneration Committee: Mr. Domaille (Chairman) and Mr. Thaker
Advisory Council
An Advisory Council has been established to provide strategic advice and support to the Board. The Council is comprises former
directors of the Company, namely Paul Ensor, Vagharshak Barseghyan, Franz Hoerhager, Kalypso Maria Nomikou, Alvaro Portela plus
Emmanuel Blouin, the Company’s in house investment banking advisor.
Remuneration Policy
The remuneration policy for the Board (non-executive members) of the Company which includes a monetary portion, as well as
equity-linked instruments to further incentivize the recipients and further align their interests with those of the shareholders, remains
unchanged. Such equity-linked instruments and the respective granting terms have been approved by the Annual General Meeting of
30th December 2013 and/or of 31st December 2014.
During 2019, 261.100 ordinary shares were issued to the Board members for their H1 2019 remuneration, 176.576 ordinary shares
were issued to existing and previous Board members for their before H2 2016 fees, and 718.000 ordinary shares were issued to two
members of the Board by means of settling existing Company’s liabilities for services and incentives related to the closing of the Stage
1 of the transaction with Arcona Property Fund N.V.
As far as the Board's remuneration is concerned, this has been adjusted to be related to the growth of the Gross Asset Value of the
Company as mandated by the relevant policy. It should be noted that the said policy relates to payments through shares which are
locked up for the earlier of two years from the date of issue or the date following which the 30-day average traded value exceeds
GBP 70.000. Since 1st of July 2016, the BoD has decided to forego any remuneration for the period 1/7/2016 – 31/12/2018. It has
also been decided that any fees from H2 2019 onwards will be paid in cash. Currently the annual fees for non-executive members of
the Board have been set at GBP 129k.
The remuneration of the senior management is described in Note 12 and Note 39.1.2.
Directors and Management Holdings in the Company
The table below presents Directors and Management direct shareholding in the Company as at the date of issuance of this report:
Name
Michael Petros Beys
Ian Domaille *
Antonios Kaffas
Harin Thaker
Lambros Anagnostopoulos
Theofanis Antoniou
George Dopoulos
Position
Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Executive Director and CEO
CFO
Commercial Director
Amount of Shares held
679.976
2.594.890
343.832
1.277.192
1.001.092
107.333
117.952
*includes a number of 83.196 shares as non-beneficial owner
CONSOLIDATED FINANCIAL STATEMENTS 2022| 25
MANAGEMENT REPORT
Events after the end of the reporting period
The significant events that occurred after the end of the reporting period are described in Note 43 to the financial statements.
Independent auditors
The Independent Auditors, Baker Tilly Klitou and Partners Limited, have expressed their willingness to continue in office.
The Audit Committee will be proposing to the Board the appointment of the Independent Auditors for 2023, authorizing the CEO and
the CFO to negotiate their remuneration so as to present a relevant proposal to the Annual General Meeting of the Shareholders of
the Group.
By order of the Board of Directors,
Theofanis Antoniou
CFO
CONSOLIDATED FINANCIAL STATEMENTS 2022| 26
Corner C. Hatzopoulou &
30 Griva Digheni Avenue
1066, Nicosia
P.O Box 27783,
2433 Nicosia, Cyprus
T: +357 22 458500
F: +357 22 751648
info@bakertilly.com.cy
www.bakertilly.com.cy
T: +357 22 458500
F: +357 22 751648
Independent Auditor's Report
To the Members of Secure Property Development & Investment Plc
info@bakertilly.com.cy
Report on the Audit of the Consolidated Financial Statements
www.bakertilly.com.cy
Opinion
We have audited the consolidated financial statements of Secure Property Development & Investment Plc (the
''Company'') and its subsidiaries (the ''Group''), which are presented in pages 35 to 94 and comprise the consolidated
statement of financial position as at 31 December 2022, and the consolidated statements of comprehensive income,
changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including
a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the consolidated financial position of
the Group as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the
year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European
Union and the requirements of the Cyprus Companies Law, Cap. 113.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the ''Auditor's Responsibilities for the Audit of the Consolidated Financial Statements''
section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for
Accountants' International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated
financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Notes 2 and 9 to the consolidated financial statements which refer to Management’s assessment
of going concern and the transactions that the Group plans to complete in the foreseeable future. The Group’s financial
position and cash flows will be significantly affected in a manner which cannot be determined with certainty at this
stage. These conditions indicate the existence of a material uncertainty which casts significant doubt as to the Group’s
ability to continue as a going concern. Our opinion is not modified in respect of this matter.
ADVISORY ASSURANCE TAX
Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which
are separate and independent legal entities.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key audit matter
Value of investment properties presented within assets classified as held for sale
Refer to Note 4 - Significant accounting policies, Note 9 –
Discontinued operations and Note 19 - Investment Property.
How our audit addressed the key audit matter
The Group holds investment properties which are presented
within assets classified as held for sale. As at 31 December
2022 these are carried at a value of €11.631.996. We
focused in this area as significant judgment and assumptions
are made to result in the fair value of each property.
The valuation of the Group’s properties is inherently
subjective due to unique nature, location and expected
future prospects of each property. The methodology applied
in determining the fair values is set out in Note 19 of the
consolidated financial statements. Valuations, as disclosed in
Note 4, are carried out by third-party valuers. The Valuers
performed their work in accordance with the Royal
Institution of Chartered Surveyors (“RICS”) Valuation –
Professional Standards and is also compliant with the
International Valuation Standards (IVS), taking into account
property specific information.
Our audit procedures included assessment of the
valuers’ qualifications and expertise and considered
their engagement with the Group to determine
whether there were any matters that might have
affected their objectivity or may have imposed scope
limitations upon their work.
We have also evaluated the mathematical precision
of the methodologies used and the relevance of the
key assumptions used, comparing that with general
economic expectations to assess whether the
assumptions used were reasonable.
We have engaged independent valuators where we
considered this necessary to assess the fair values of
specific properties.
Emphasis of matter
We draw attention to Note 40.3 to the consolidated financial statements, which describe the Contingent liabilities of
the Group arising from the lawsuits for the Bluehouse accession case. The ultimate outcome of the matter cannot be
reliably determined at present. The Group has recognized a liability of €2.521.211 in these consolidation financial
statements. Our opinion is not modified in respect of this matter.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual Report, the Chairman’s Statement and the Management Report, but does not include the
consolidated financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
ADVISORY ASSURANCE TAX
Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which
are separate and independent legal entities.
Responsibilities of the Board of Directors for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair
view in accordance with International Financial Reporting Standards as adopted by the European Union and the
requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines
is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Group's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves a true and fair view.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
ADVISORY ASSURANCE TAX
Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which
are separate and independent legal entities.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal Requirements
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
In our opinion, the Management Report has been prepared in accordance with the requirements of the Cyprus
Companies Law, Cap 113, and the information given is consistent with the consolidated financial statements.
In our opinion, and in the light of the knowledge and understanding of the Group and its environment obtained
in the course of the audit, we have not identified material misstatements in the Management Report.
Other Matters
This report, including the opinion, has been prepared for and only for the Group's members as a body in accordance
with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or
assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
The engagement partner on the audit resulting in this independent auditor’s report is Moisis Aristidou.
Moisis Aristidou
Certified Public Accountant and Registered Auditor
for and on behalf of
Baker Tilly Klitou
Certified Public Accountants and Registered Auditors
Corner C. Hatzopoulou and 30 Griva Digheni Avenue
1066 Nicosia, Cyprus
Nicosia, 29 June 2023
ADVISORY ASSURANCE TAX
Baker Tilly Klitou & Partners Ltd trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which
are separate and independent legal entities.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Continued Operations
Income
Net Operating Income
Administration expenses
Gain/(Loss) on disposal of subsidiary
Fair Value gain/(loss) on Financial Assets at FV through P&L
Gain realized on acquisition on associate
Share of loss of associates
Other operating income/ (expenses), net
Operating profit / (loss)
Finance income
Finance costs
Note
2022
€
2021
€
10
12
20
26
21
15
16
16
1.143.752
1.143.752
1.047.137
1.047.137
(1.464.626)
-
(1.071.119)
1.041
(9.040)
(3.390)
(1.798.293)
748
683.478
-
-
69.643
(1.403.382)
2.713
361.035
(198.331)
489.072
(190.409)
Profit / (Loss) before tax and foreign exchange differences
(1.240.678)
301.376
Foreign exchange loss, net
Profit/(Loss) before tax
Income tax expense
17a
(17.647)
(65.147)
(1.258.325)
236.229
18
17.940
(51.824)
Profit/(Loss) for the year from continuing operations
(1.240.385)
184.405
Loss from discontinued operations
Profit/ (Loss) for the year
Other comprehensive income
9b
(10.403.495)
(881.174)
(11.643.880)
(696.769)
Exchange difference on translation of foreign operations
Total comprehensive income for the year
29
(692.906)
(12.336.786)
64.299
(632.470)
Profit/ (Loss) for the year from continued operations attributable to:
Owners of the parent
Non-controlling interests
Profit/ (Loss) for the year from discontinued operations attributable to:
Owners of the parent
Non-controlling interests
Profit/ (Loss) for the year attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
Earnings/(Losses) per share (Euro per share):
Basic earnings/(losses) for the year attributable to ordinary equity owners of the
parent
Diluted earnings/(losses) for the year attributable to ordinary equity owners of the
parent
Basic earnings/(losses) for the year from discontinued operations attributable to
ordinary equity owners of the parent
Diluted earnings/(losses) for the year from discontinued operations attributable to
ordinary equity owners of the parent
37b
37b
37c
37c
(1.240.385)
-
(1.240.385)
(8.416.599)
(1.986.896)
(10.403.495)
(9.656.984)
(1.986.896)
(11.643.880)
(10.142.264)
(2.194.522)
(12.336.786)
(0,01)
(0,01)
(0,06)
(0,06)
184.405
-
184.405
(659.215)
(221.959)
(881.174)
(474.810)
(221.959)
(696.769)
(459.449)
(173.021)
(632.470)
(0,00)
(0,00)
(0,00)
(0,00)
The notes on pages 35 to 94 form an integral part of these consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS 2022|31
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2022
ASSETS
Non-current assets
Tangible and intangible assets
Long-term receivables and prepayments
Investment in associate
Financial Assets at FV through P&L
Current assets
Prepayments and other current assets
Cash and cash equivalents
Assets classified as held for sale
Total assets
EQUITY AND LIABILITIES
Issued share capital
Share premium
Foreign currency translation reserve
Exchange difference on I/C loans to foreign holdings
Accumulated losses
Equity attributable to equity holders of the parent
Non-controlling interests
Total equity
Non-current liabilities
Borrowings
Bonds issued
Tax payable and provisions
Current liabilities
Borrowings
Bonds issued
Trade and other payables
Tax payable and provisions
Liabilities directly associated with assets classified as held for sale
Total liabilities
Total equity and liabilities
Note
23
24
21
26
25
27
9d
28
29
39.3
30
31
32
35
31
32
33
35
9d
2022
€
2021
€
816
824
1
12.078.808
1.628
824
-
7.470.722
12.080.449
7.473.174
4.153.162
66.570
4.219.732
13.835.091
4.510.381
2.160.576
6.670.957
39.011.516
30.135.272
53.155.647
1.291.281
72.107.265
8.484.507
(211.199)
(68.560.594)
13.111.260
1.291.281
72.107.265
8.969.787
(211.199)
(58.903.610)
23.253.524
369.399
5.748.132
13.480.659
29.001.656
597.357
723.690
579.519
1.900.566
-
99.046
3.731.769
37.574
126.066
1.033.842
627.130
1.787.038
1.577.500
293.214
4.396.123
256.437
3.868.389
6.523.274
10.885.658
14.754.047
16.654.613
15.843.679
22.366.953
24.153.991
30.135.272
53.155.647
Net Asset Value (NAV) € per share:
37d
Basic NAV attributable to equity holders of the parent
Diluted NAV attributable to equity holders of the parent
0,10
0,10
0,18
0,18
On 28 June 2023 the Board of Directors of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC authorised these financial
statements for issue.
Lambros Anagnostopoulos
Director & Chief Executive Officer
Michael Beys
Director & Chairman of the Board
Theofanis Antoniou
CFO
The notes on pages 35 to 94 form an integral part of these consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS 2022|32
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
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 - 31 December 2020
Loss for the year
Foreign currency translation reserve
Balance - 31 December 2021
Loss for the year
Foreign currency translation reserve
Disposals of subisdiaries
Balance - 31 December 2022
1.291.281
-
-
1.291.281
-
-
-
1.291.281
72.107.265
-
-
72.107.265
-
-
-
72.107.265
(58.428.800)
(474.810)
-
(58.903.610)
(9.656.984)
-
-
(68.560.594)
(211.199)
-
-
(211.199)
-
-
-
(211.199)
8.954.426
-
15.361
8.969.787
-
(485.280)
-
8.484.507
23.712.973
(474.810)
15.361
23.253.524
(9.656.984)
(485.280)
-
13.111.260
5.921.153
(221.959)
48.938
5.748.132
(1.986.896)
(207.626)
(3.184.211)
369.399
29.634.126
(696.769)
64.299
29.001.656
(11.643.880)
(692.906)
(3.184.211)
13.480.659
1 Share premium is not available for distribution.
2 Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits.
Special contribution for defence at 17% and GHS contribution at 1,7%-2,65% for deemed distributions after 1 March 2019 will be payable on such deemed dividends to the extent that the ultimate shareholders are both Cyprus
tax resident and Cyprus domiciled. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company
for the account of the shareholders.
3 Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during previous years. The Group treats the mentioned loans as a part of the net investment in foreign
operations (Note 39.3).
4 Exchange differences related to the translation from the functional currency of the Group’s subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents
unrealized profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Group’s subsidiaries own property assets.
The notes on pages 35 to 94 form an integral part of these consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS 2022|33
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2022
Note
2022
€
2021
€
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) before tax and non-controlling interests-continued operations
Profit/(Loss) before tax and non-controlling interests-discontinued operations
Profit/(Loss) before tax and non-controlling interests
Adjustments for:
(Gain)/Loss on revaluation of investment property
Net loss on disposal of investment property
Fair Value (gain)/loss on Financial Assets at FV through P&L
(Reversal) /Impairment of prepayments and other current assets
Accounts payable written off
Depreciation/ Amortization charge
Interest income
Interest expense
Share of profit from associates
Gain on disposal of subsidiaries
Effect of foreign exchange differences
Cash flows from/(used in) operations before working capital changes
Change in prepayments and other current assets
Change in trade and other payables
Change in VAT and other taxes receivable
Change in provisions
Change in other taxes payables
Change in deposits from tenants
Cash generated from operations
Income tax paid
Net cash flows provided in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Sales proceeds from disposal of investment property
Cash inflow from sale of subsidiaries
Dividend received from associates
Payment on acquisition of associate
Increase/(Decrease) in long term receivables
Repayment of principal and interest of loan receivable
Net cash flows from / (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank and non-bank loans
Repayment of bank and non-bank loans
Interest and financial charges paid
Decrease in financial lease liabilities
Net cash flows from / (used in) financing activities
Net increase/(decrease) in cash at banks
Cash:
At beginning of the year
At end of the year
9b
13
14.1
26
15
15
12
16
16
21
20
17a
25
33
25
35
35
34
14.1
20
21
24
25
31
31
36
27
27
(1.258.325)
(10.329.155)
(11.587.480)
236.229
(813.846)
(577.617)
1.245.230
825.392
1.071.119
2.721.151
(4.401)
7.292
(369.017)
850.400
(326.493)
4.870.768
182.812
754.979
(653.567)
(683.478)
5.932
*(62.978)
2.101
(498.438)
1.044.296
(344.746)
(748)
318.813
(513.227)
(695.451)
(531409)
(1.230.439)
141.751
-
(173.788)
(41.229)
(61.750)
*(441.639)
(17.181)
28.954
18.580
-
(2.348.341)
(1.168.487)
(117.762)
(515.938)
(2.466.103)
(1.684.425)
1.164.133
382.750
219.190
(8.000)
(18.263)
821.891
2.561.701
3.245.322
-
183.583
-
(18.251)
2.289.683
5.700.337
-
(1.618.403)
(391.126)
(289.917)
(2.299.446)
3.500.000
(2.538.099)
(117.032)
(3.176.182)
(2.331.313)
(2.203.848)
1.684.599
2.555.246
870.647
351.398
2.555.246
*Figures in the condolidated statement of cash flow for the comparable period 2021, have been adjusted to be in line with current period’s figures
The notes on pages 35 to 94 form an integral part of these consolidated financial statements.
CONSOLIDATED FINANCIAL STATEMENTS 2022|34
Notes to the Consolidated Financial Statements
For the year ended 31 December 2022
1. General Information
Country of incorporation
SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the ''Company'') was incorporated in Cyprus on 23 June 2005 and is a public
limited liability company, listed on the London Stock Exchange (AIM): ISIN CY0102102213. Its registered office is at Kyriakou Matsi 16,
Eagle House, 10th floor, Agioi Omologites, 1082 Nicosia, Cyprus while its principal place of business is in Cyprus at 6 Nikiforou Foka
Street, 1060 Nicosia, Cyprus.
Principal activities
The principal activities of the Group are to invest directly or indirectly in and/or manage real estate properties, as well as real estate
development projects in South East Europe (the "Region"). These include the acquisition, development, commercializing, operating and
selling of property assets in the Region.
The Group maintains offices in Nicosia, Cyprus, Bucharest, Romania and Kiev, Ukraine.
As at 31 December 2022, the companies of the Group employed and/or used the services of 10 full time equivalent people, (2021 15
full time equivalent people).
2. Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as
adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial
statements have been prepared under the historical cost as modified by the revaluation of investment property and investment property
under construction, of financial assets at fair value through other comprehensive income and of financial assets at fair value through
profit and loss.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires
Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates
are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.
Following certain conditional agreement signed in December 2018 with Arcona Property Fund N.V for the sale of Company’s non-
Greek portfolio of assets, the Company classifies its assets since 2018 as discontinued operations (Note 4.3) .
Going concern basis
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the foreseeable future.
In particular, the Company is in a process of disposing of its portfolio of assets in an all share transaction with Arcona Property Fund
N.V., meaning that as soon as this transaction consummates the Company will be left with its corporate receivables and liabilities.
These conditions raise some doubt about the Company’s ability to continue as a going concern within the next twelve months from the
date these financial statements are available to be issued. The ability to continue as a going concern is dependent upon positive future
cash flows.
Management believes that the Company will be able to finance its needs given the fact that the additional corporate receivables, as
well as the consideration received in the form of Arcona shares is estimated that it can effectively discharge all corporate liabilities. At
the same time, the transaction with Arcona Property Fund N.V., which is a cash flow generating entity, will result in the Company being
a significant shareholder, entitled to dividends according to the dividend policy of Arcona Property Fund N.V.
CONSOLIDATED FINANCIAL STATEMENTS 2022|35
3. Adoption of new and revised Standards and Interpretations
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are
relevant to its operations and are effective for accounting periods beginning on 1 January 2022. This adoption did not have a material
effect on the accounting policies of the Company.
4. Significant accounting policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies
have been consistently applied to all years presented in these consolidated financial statements unless otherwise stated.
Local statutory accounting principles and procedures differ from those generally accepted under IFRS. Accordingly, the consolidated
financial information, which has been prepared from the local statutory accounting records for the entities of the Group domiciled in
Cyprus, Romania, and Ukraine reflects adjustments necessary for such consolidated financial information to be presented in accordance
with IFRS.
4.1 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose
entities) controlled by the Company (its subsidiaries).
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts
of acquiree’s identifiable net assets.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in
the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized
in profit or loss.
Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to
the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39, either
in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured
and its subsequent settlement is accounted for within equity.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs,
the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted
during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about
facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.
Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses
are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting
policies.
Changes in ownership interests in subsidiaries without change of control and Disposal of Subsidiaries
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as
transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant
share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals of non-controlling
interests are also recorded in equity.
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is
lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously
recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
CONSOLIDATED FINANCIAL STATEMENTS 2022|36
4. Significant accounting policies (continued)
4.2 Functional and presentation currency
Items included in the Group's financial statements are measured applying the currency of the primary economic environment in which
the entities operate (''the functional currency''). The national currency of Ukraine, the Ukrainian Hryvnia, is the functional currency for
all the Group’s entities located in Ukraine, the Romanian leu is the functional currency for all Group’s entities located in Romania, and
the Euro is the functional currency for all Cypriot subsidiaries.
The consolidated financial statements are presented in Euro, which is the Group’s presentation currency.
As Management records the consolidated financial information of the entities domiciled in Cyprus, Romania, Ukraine in their functional
currencies, in translating financial information of the entities domiciled in these countries into Euro for inclusion in the consolidated
financial statements, the Group follows a translation policy in accordance with IAS 21, “The Effects of Changes in Foreign Exchange
Rates”, and the following procedures are performed:
All assets and liabilities are translated at closing rate;
Equity of the Group has been translated using the historical rates;
Income and expense items are translated using exchange rates at the dates of the transactions, or where this is not practicable
the average rate has been used;
All resulting exchange differences are recognized as a separate component of equity;
When a foreign operation is disposed of through sale, liquidation, repayment of share capital or abandonment of all, or part
of that entity, the exchange differences deferred in equity are reclassified to the consolidated statement of comprehensive
income as part of the gain or loss on sale;
Monetary items receivable from foreign operations for which settlement is neither planned nor likely to occur in the foreseeable
future and in substance are part of the Group’s net investment in those foreign operations are recongised initially in other
comprehensive income and reclassified from equity to profit or loss on disposal of the foreign operation.
The relevant exchange rates of the European and local central banks used in translating the financial information of the entities from
the functional currencies into Euro are as follows:
Currency
USD
UAH
RON
2022
1,0530
33,9820
4,9315
4.3 Discontinued operations
Average
31 December
2021
1,1827
32,3009
4,9204
2022
1,0666
38,9510
4,9474
2021
1,1326
30,9226
4,9481
2020
1,2270
34,7396
4,8694
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished
from the rest of the Group and which:
represents a separate major line of business or geographic area of operations;
is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or
is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as
held-for-sale.
When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if
the operation had been discontinued from the start of the comparative year.
4.4 Investment Property at fair value
Investment property, comprising freehold and leasehold land, investment properties held for future development, warehouse and office
properties, as well as the residential property units, is held for long term rental yields and/or for capital appreciation and is not occupied
by the Group. Investment property and investment property under construction are carried at fair value, representing open market
value determined annually by external valuers. Changes in fair values are recorded in the statement of comprehensive income and are
included in other operating income.
A number of the land leases (all in Ukraine) are held for relatively short terms and place an obligation upon the lessee to complete
development by a predetermined date. It is important to note that the rights to complete a development may be lost or at least delayed
if the lessee fails to complete a permitted development within the timescale set out by the ground lease.
CONSOLIDATED FINANCIAL STATEMENTS 2022|37
4. Significant accounting policies (continued)
4.4 Investment Property at fair value (continued)
In addition, in the event that a development has not commenced upon the expiry of a lease then the City Authorities are entitled to
decline the granting of a new lease on the basis that the land is not used in accordance with the designation. Furthermore, where all
necessary permissions and consents for the development are not in place, this may provide the City Authorities with grounds for
rescinding or non-renewal of the ground lease. However Management believes that the possibility of such action is remote and was
made only under limited circumstances in the past.
Management has noticed that rescinding or non-renewal of the ground lease is remote if a project is on the final stage of development
or on the operating cycle. In undertaking the valuations reported herein, the valuer of Ukrainian properties, CBRE, has made the
assumption that no such circumstances will arise to permit the City Authorities to rescind the land lease or not to grant a renewal.
Land held under operating lease is classified and accounted for as investment property when the rest of the definition is met.
Investment property under development or construction initially is measured at cost, including related transaction costs.
The property is classified in accordance with the intention of the management for its future use. Intention to use is determined by the
Board of Directors after reviewing market conditions, profitability of the projects, ability to finance the project and obtaining required
construction permits.
The time point, when the intention of the management is finalized is the date of start of construction. At the moment of start of
construction, freehold land, leasehold land and investment properties held for a future redevelopment are reclassified into investment
property under development or inventory in accordance to the final decision of management.
Initial measurement and recognition
Investment property is measured initially at cost, including related transaction costs. Investment properties are derecognized when
either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit
is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the
consolidated statement of comprehensive income in the period of retirement or disposal.
Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation,
or the commencement of an operating lease to third party. Transfers are made from investment property when, and only when, there
is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.
If an investment property becomes owner occupied, it is reclassified as property, plant and equipment, and its fair value at the date of
reclassification becomes its cost for accounting purposes. Property that is being constructed or developed for future use as investment
property is classified as investment property under construction until construction or development is complete. At that time, it is
reclassified and subsequently accounted for as investment property.
Subsequent measurement
Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in the fair value of
investment property are included in the statement of comprehensive income in the period in which they arise.
If a valuation obtained for an investment property held under a lease is net of all payments expected to be made, any related
liabilities/assets recognized separately in the statement of financial position are added back/reduced to arrive at the carrying value of
the investment property for accounting purposes.
Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are
charged to the statement of comprehensive income during the financial period in which they are incurred.
Basis of valuation
The fair values reflect market conditions at the financial position date. These valuations are prepared annually by chartered surveyors
(hereafter “appraisers”). The Group appointed valuers in 2014, which remain the same in 2022:
CBRE Ukraine, for all its Ukrainian properties,
NAI Real Act for all its Romanian properties.
The valuations have been carried out by the appraisers on the basis of Market Value in accordance with the appropriate sections of the
current Practice Statements contained within the Royal Institution of Chartered Surveyors (“RICS”) Valuation – Global Standards (2018)
(the “Red Book”) and is also compliant with the International Valuation Standards (IVS).
“Market Value” is defined as: “The estimated amount for which a property should be exchanged on the date of valuation between a
willing buyer and a willing seller in an arm’s-length transaction after proper marketing actions, wherein the parties had each acted
knowledgeably, prudently and without compulsion”.
CONSOLIDATED FINANCIAL STATEMENTS 2022|38
4. Significant accounting policies (continued)
4.4 Investment Property at fair value (continued)
Basis of valuation (continued)
In expressing opinions on Market Value, in certain cases the appraisers have estimated net annual rentals/income from sale. These are
assessed on the assumption that they are the best rent/sale prices at which a new letting/sale of an interest in property would have
been completed at the date of valuation assuming: a willing landlord/buyer; that prior to the date of valuation there had been a
reasonable period (having regard to the nature of the property and the state of the market) for the proper marketing of the interest,
for the agreement of the price and terms and for the completion of the letting/sale; that the state of the market, levels of value and
other circumstances were, on any earlier assumed date of entering into an agreement for lease/sale, the same as on the valuation date;
that no account is taken of any additional bid by a prospective tenant/buyer with a special interest; that the principal deal conditions
assumed to apply are the same as in the market at the time of valuation; that both parties to the transaction had acted knowledgeably,
prudently and without compulsion.
A number of properties are held by way of ground leasehold interests granted by the City Authorities. The ground rental payments of
such interests may be reviewed on an annual basis, in either an upwards or downwards direction, by reference to an established
formula. Within the terms of the lease, there is a right to extend the term of the lease upon expiry in line with the existing terms and
conditions thereof. In arriving at opinions of Market Value, the appraisers assumed that the respective ground leases are capable of
extension in accordance with the terms of each lease. In addition, given that such interests are not assignable, it was assumed that
each leasehold interest is held by way of a special purpose vehicle (“SPV”), and that the shares in the respective SPVs are transferable.
With regard to each of the properties considered, in those instances where project documentation has been agreed with the respective
local authorities, opinions of the appraisers of value have been based on such agreements.
In those instances where the properties are held in part ownership, the valuations assume that these interests are saleable in the open
market without any restriction from the co-owner and that there are no encumbrances within the share agreements which would impact
the sale ability of the properties concerned.
The valuation is exclusive of VAT and no allowances have been made for any expenses of realization or for taxation which might arise
in the event of a disposal of any property.
In some instances the appraisers constructed a Discounted Cash Flow (DCF) model. DCF analysis is a financial modeling technique
based on explicit assumptions regarding the prospective income and expenses of a property or business. The analysis is a forecast of
receipts and disbursements during the period concerned. The forecast is based on the assessment of market prices for comparable
premises, build rates, cost levels etc. from the point of view of a probable developer.
To these projected cash flows, an appropriate, market-derived discount rate is applied to establish an indication of the present value of
the income stream associated with the property. In this case, it is a development property and thus estimates of capital outlays,
development costs, and anticipated sales income are used to produce net cash flows that are then discounted over the projected
development and marketing periods. The Net Present Value (NPV) of such cash flows could represent what someone might be willing
to pay for the site and is therefore an indicator of market value. All the payments are projected in nominal US Dollar/Euro amounts and
thus incorporate relevant inflation measures.
Valuation Approach
In addition to the above general valuation methodology, the appraisers have taken into account in arriving at Market Value the following:
Pre Development
In those instances where the nature of the ‘Project’ has been defined, it was assumed that the subject property will be developed in
accordance with this blueprint. The final outcome of the development of the property is determined by the Board of Directors decision,
which is based on existing market conditions, profitability of the project, ability to finance the project and obtaining required construction
permits.
Development
In terms of construction costs, the budgeted costs have been taken into account in considering opinions of value. However, the
appraisers have also had regard to current construction rates prevailing in the market which a prospective purchaser may deem
appropriate to adopt in constructing each individual scheme. Although in some instances the appraisers have adopted the budgeted
costs provided, in some cases the appraisers’ own opinions of costs were used.
Post Development
Rental values have been assessed as at the date of valuation but having regard to the existing occupational markets taking into account
the likely supply and demand dynamics during the anticipated development period. The standard letting fees were assumed within the
valuations. In arriving at their estimates of gross development value (“GDV”), the appraisers have capitalized their opinion of net
operating income, having deducted any anticipated non-recoverable expenses, such as land payments, and permanent void allowance,
which has then been capitalized into perpetuity.
CONSOLIDATED FINANCIAL STATEMENTS 2022|39
4. Significant accounting policies (continued)
4.4 Investment Property at fair value (continued)
Valuation Approach (continued)
The capitalization rates adopted in arriving at the opinions of GDV reflect the appraisers’ opinions of the rates at which the properties
could be sold as at the date of valuation.
In terms of residential developments, the sales prices per sq. m. again reflect current market conditions and represent those levels the
appraisers consider to be achievable at present. It was assumed that there are no irrecoverable operating expenses and that all costs
will be recovered from the occupiers/owners by way of a service charge.
The valuations take into account the requirement to pay ground rental payments and these are assumed not to be recoverable from
the occupiers. In terms of ground rent payments, the appraisers have assessed these on the basis of information available, and if not
available they have calculated these payments based on current legislation defining the basis of these assessments.
4.5 Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated
impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or Groups of cash-generating
units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the
unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or
loss in the consolidated statement of comprehensive income. An impairment loss recognized for goodwill is not reversed in subsequent
periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or
loss on disposal.
4.6 Property, Plant and equipment and intangible assets
Property, plant and equipment and intangible non-current assets are stated at historical cost less accumulated depreciation and
amortization and any accumulated impairment losses.
Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined and
intangibles not inputted into exploitation, are carried at cost, less any recognized impairment loss. Cost includes professional fees and,
for qualifying assets, borrowing costs capitalized in accordance with the Group's accounting policy. Depreciation of these assets, on the
same basis as other property assets, commences when the assets are ready for their intended use.
Depreciation and amortization are calculated on the straight-line basis so as to write off the cost of each asset to its residual value over
its estimated useful life. The annual depreciation rates are as follows:
Type
Leasehold
IT hardware
Motor vehicles
Furniture, fixtures and office equipment
Machinery and equipment
Software and Licenses
No depreciation is charged on land.
%
20
33
25
20
15
33
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.
CONSOLIDATED FINANCIAL STATEMENTS 2022|40
4. Significant accounting policies (continued)
4.6 Property, Plant and equipment and intangible assets (continued)
Expenditure for repairs and maintenance of tangible and intangible assets is charged to the statement of comprehensive income of the
year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the
asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing
asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.
An item of tangible and intangible assets is derecognized upon disposal or when no future economic benefits are expected to arise from
the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the statement of
comprehensive income.
4.7 Cash and Cash equivalents
Cash and cash equivalents include cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral
part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of
cash flows.
4.8 Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they
will be recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any
impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis,
except that no loss is allocated to inventories, financial assets or investment property, which continue to be measured in accordance
with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and
subsequent gains and losses on remeasurement are recognised in profit or loss.
4.9 Financial Instruments
4.9.1 Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial
liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at
fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable
without a significant financing component is initially measured at the transaction price.
4.9.2 Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity investment;
or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing
financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the
change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
-
-
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
-
it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes
in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
CONSOLIDATED FINANCIAL STATEMENTS 2022|41
4. Significant accounting policies (continued)
4.9 Financial Instruments (continued)
4.9.2 Classification and subsequent measurement (continued)
Financial assets – Business model assessment:
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because
this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
-
-
-
the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising
cash flows through the sale of the assets;
how the performance of the portfolio is evaluated and reported to the Group’s management;
the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations
about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose,
consistent with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at
FVTPL.
Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest:
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined
as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular
period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms
of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or
amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
-
-
-
-
contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable-rate features;
prepayment and extension features; and
terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially
represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional
compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual
par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus
accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated
as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets – Subsequent measurement and gains and losses:
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised
in profit or loss. However for derivatives designated as hedging instruments.
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by
impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss
on derecognition is recognised in profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange
gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition,
gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly
represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified
to profit or loss.
CONSOLIDATED FINANCIAL STATEMENTS 2022|42
4. Significant accounting policies (continued)
4.9 Financial Instruments (continued)
4.9.3 Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers
the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the
financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership
and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also
derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in
which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including
any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
4.9.4 Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only
when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or
to realise the asset and settle the liability simultaneously.
4.9.5 Derivative financial instruments and hedge accounting
Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives
are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are
met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes
therein are generally recognised in profit or loss.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable
forecast transactions arising from changes in foreign exchange rates and interest rates and certain derivatives and non-derivative
financial liabilities as hedges of foreign exchange risk on a net investment in a foreign operation.
At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking
the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including
whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative
is recognised in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is
recognised in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from
inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in
cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts (‘forward points’) is
separately accounted for as a cost of hedging and recognised in a costs of hedging reserve within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the amount
accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item
when it is recognised.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve is reclassified
to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised,
then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that
has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-
financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to
profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.
CONSOLIDATED FINANCIAL STATEMENTS 2022|43
4. Significant accounting policies (continued)
4.9 Financial Instruments (continued)
4.9.5 Derivative financial instruments and hedge accounting (continued)
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve
and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a net investment
in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging instrument or, for a non-
derivative, foreign exchange gains and losses is recognised in OCI and presented in the translation reserve within equity. Any ineffective
portion of the changes in the fair value of the derivative or foreign exchange gains and losses on the non-derivative is recognised
immediately in profit or loss. The amount recognised in OCI is reclassified to profit or loss as a reclassification adjustment on disposal
of the foreign operation.
4.10 Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
a contract conveys the right to control the use of an identified asset, the Company assesses whether:
ly, 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;
and
y all of the economic benefits from use of the asset throughout the period of use;
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:
or
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.
CONSOLIDATED FINANCIAL STATEMENTS 2022|44
4. Significant accounting policies (continued)
4.10 Leases (continued)
The Company as lessee (continued)
The right of use asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the
end of the useful life of the right of use asset or the end of the lease term. The estimated useful lives of the right of use assets are
determined on the same basis as those of property and equipment. In addition, the right of use asset is periodically reduced by
impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing
rate.
Lease payments included in the measurement of the lease liability comprise the following:
l 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.
ee; and
tdate;
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future
lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be
payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension
or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset,
or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.
The Company presents its right of use assets that do not meet the definition of investment property in 'Property, plant and equipment'
in the statement of financial position.
The lease liabilities are presented in 'loans and borrowings'in the statement of financial position.
Short term leases and leases of low value assets
The Company has elected not to recognise the right of use assets and lease liabilities for short term leases that have a lease term of
12 months or less and leases of low value assets (i.e. IT equipment, office equipment etc.). The Company recognises the lease payments
associated with these leases as an expense on a straight line basis over the lease term.
4.11 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period
of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production
of a qualifying asset, in which case they are capitalized as part of the cost of that asset.
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that
some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extend there is no
evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment and amortised
over the period of the facility to which it relates.
Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on
borrowings, amortization of discounts or premium relating to borrowings, amortization of ancillary costs incurred in connection with the
arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent
that they are regarded as an adjustment to interest costs.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset,
when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.
Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at
least twelve months after the reporting date.
CONSOLIDATED FINANCIAL STATEMENTS 2022|45
4. Significant accounting policies (continued)
4.12 Tenant security deposits
Tenant security deposits represent financial advances made by lessees as guarantees during the lease and are repayable by the Group
upon termination of the contracts. Tenant security deposits are recognized at nominal value.
4.13 Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating
units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation
basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment loss annually, and
whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount
of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior years. A reversal of an impairment
loss is recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of
the impairment loss is treated as a revaluation increase.
4.14 Share Capital
Ordinary shares are classified as equity.
4.15 Share premium
The difference between the fair value of the consideration received by the shareholders and the nominal value of the share capital
being issued is taken to the share premium account.
4.16 Share-based compensation
The Group had in the past and intends in the future to operate a number of equity-settled, share-based compensation plans, under
which the Group receives services from Directors and/or employees as consideration for equity instruments (options) of the Group. The
fair value of the Director and employee cost related to services received in exchange for the grant of the options is recognized as an
expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of
any non-market service and performance vesting conditions. The total amount expensed is recognized over the vesting period, which
is the period over which all of the specified vesting conditions are to be satisfied. At each financial position date, the Group revises its
estimates on the number of options that are expected to vest based on the non-marketing vesting conditions. It recognizes the impact
of the revision to original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. The
proceeds received net of any directly attributable transaction costs are credited to share capital and share premium when the options
are exercised.
4.17 Provisions
Provisions are recognized when the Group has a present obligation (legal, tax or constructive) as a result of a past event, it is probable
that the Group will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. As at the
reporting date the Group has settled all its construction liabilities.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of
the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using
the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect
of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable
is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.
CONSOLIDATED FINANCIAL STATEMENTS 2022|46
4. Significant accounting policies (continued)
4.18 Non-current liabilities
Non-current liabilities represent amounts that are due in more than twelve months from the reporting date.
4.19 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns,
rebates and other similar allowances. It is recognized to the extent that it is probable that the economic benefits associated with the
transaction will flow to the Group and the revenue can be measured reliably. Revenue earned by the Group is recognized on the
following bases:
4.20.1 Income from investing activities
Income from investing activities includes profit received from disposal of investments in the Company’s subsidiaries and associates and
income accrued on advances for investments outstanding as at the year end.
4.20.2 Dividend income
Dividend income from investments is recognized when the shareholders’ right to receive payment has been established (provided that
it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).
4.20.3 Interest income
Interest income is recognized on a time-proportion (accrual) basis, using the effective interest rate method.
4.20.4 Rental income
Rental income arising from operating leases on investment property is recognized on an accrual basis in accordance with the substance
of the relevant agreements.
4.20 Service charges and expenses recoverable from tenants
Income arising from expenses recharged to tenants is recognized on an accrual basis.
4.21 Other property expenses
Irrecoverable running costs directly attributable to specific properties within the Group's portfolio are charged to the statement of
comprehensive income. Costs incurred in the improvement of the assets which, in the opinion of the directors, are not of a capital
nature are written off to the statement of comprehensive income as incurred.
4.22 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as
the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in the statement of comprehensive income in the period in which they are incurred as interest
costs which are calculated using the effective interest rate method, net result from transactions with securities, foreign exchange gains
and losses, and bank charges and commission.
4.23 Asset Acquisition Related Transaction Expenses
Expenses incurred by the Group for acquiring a subsidiary or associate company as part of an Investment Property and are directly
attributable to such acquisition are recognized within the cost of the Investment Property and are subsequently accounted as per the
Group’s accounting Policy for Investment Property subsequent measurement.
CONSOLIDATED FINANCIAL STATEMENTS 2022|47
4. Significant accounting policies (continued)
4.24 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
4.24.1 Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated
statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that
are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
4.24.2 Deferred tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary
differences can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when the deferred taxes relate to the same fiscal authority.
4.24.3 Current and deferred tax for the year
Current and deferred tax are recognized in the statement of comprehensive income, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other
comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a
business combination, the tax effect is included in the accounting for the business combination.
The operational subsidiaries of the Group are incorporated in Ukraine and Romania, while the Parent and some holding companies are
incorporated in Cyprus. The Group’s management and control is exercised in Cyprus.
The Group’s Management does not intend to dispose of any asset, unless a significant opportunity arises. In the event that a decision
is taken in the future to dispose of any asset it is the Group’s intention to dispose of shares in subsidiaries rather than assets. The
corporate income tax exposure on disposal of subsidiaries is mitigated by the fact that the sale would represent a disposal of the
securities by a non-resident shareholder and therefore would be exempt from tax. The Group is therefore in a position to control the
reversal of any temporary differences and as such, no deferred tax liability has been provided for in the financial statements.
4.24.4 Withholding Tax
The Group follows the applicable legislation as defined in all double taxation treaties (DTA) between Cyprus and any of the countries of
Operations (Romania, Ukraine,). In the case of Romania, as the latter is part of the European Union, through the relevant directives
the withholding tax is reduced to NIL subject to various conditions.
4.24.5 Dividend distribution
Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial statements in the period in which
the dividends are approved by the Company’s shareholders.
4.25 Value added tax
VAT levied at various jurisdictions were the Group is active, was at the following rates, as at the end of the reporting period:
20% on Ukrainian domestic sales and imports of goods, works and services and 0% on export of goods and provision of
works or services to be used outside Ukraine.
19% on Cyprus domestic sales and imports of goods, works and services and 0% on export of goods and provision of works
or services to be used outside Cyprus.
19% on Romanian domestic sales and imports of goods, works and services (decreased from 20% from 1 January 2017) and
0% on export of goods and provision of works or services to be used outside Romania.
CONSOLIDATED FINANCIAL STATEMENTS 2022|48
4. Significant accounting policies (continued)
4.26 Operating segments analysis
Segment reporting is presented on the basis of Management’s perspective and relates to the parts of the Group that are defined as
operating segments. Operating segments are identified on the basis of their economic nature and through internal reports provided to
the Group’s Management who oversee operations and make decisions on allocating resources serve. These internal reports are prepared
to a great extent on the same basis as these consolidated financial statements.
For the reporting period the Group has identified the following material reportable segments, where the Group is active in acquiring,
holding, managing and disposing:
Commercial-Industrial
Residential
Land Assets
Warehouse segment
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.
4.27 Earnings and Net Assets value per share
The Group presents basic and diluted earnings per share (EPS) and net asset value per share (NAV) for its ordinary shares.
Basic EPS amounts are calculated by dividing net profit/loss for the year, attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the year. Basic NAV amounts are calculated by dividing net asset value
as at year end, attributable to ordinary equity holders of the Company by the number of ordinary shares outstanding at the end of the
year.
Diluted EPS is calculated by dividing net profit/loss for the year, attributable to ordinary equity holders of the parent, by the weighted
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be
issued on conversion of all the potentially dilutive ordinary shares into ordinary shares.
Diluted NAV is calculated by dividing net asset value as at year end, attributable to ordinary equity holders of the parent with the
number of ordinary shares outstanding at year end plus the number of ordinary shares that would be issued on conversion of all the
potentially dilutive ordinary shares into ordinary shares.
4.28 Comparative Period
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
5. New accounting pronouncement
Standards issued but not yet effective
Up to the date of approval of the financial statements, certain new standards, interpretations and amendments to existing standards
have been published that are not yet effective for the current reporting period and which the Company has not early adopted, as
follows:
New standards
IFRS 17 ''Insurance Contracts'' (effective for annual periods beginning on or after 1 January 2024).
Amendments
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (issued
on 23 January 2020 and 15 July 2020 respectively) (effective for annual periods beginning on or after 1 January 2024).
Amendments to IAS 8 Accounting Policies: Non- current Liabilites with Covenants (effective for annual periods beginning
on or after 1 January 2024)
The above are expected to have no significant impact on the Company's financial statements when they become
effective.
CONSOLIDATED FINANCIAL STATEMENTS 2022|49
6. Critical accounting estimates and judgments
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires
Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on
Management's best knowledge of current events and actions and other factors, including expectations of future events that are believed
to be reasonable under the circumstances. Actual results though may ultimately differ from those estimates.
As the Group makes estimates and assumptions concerning the future, the resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below:
Provision for impairment of receivables
The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the counter party's
payment record, and overall financial position, as well as the state's ability to pay its dues (VAT receivable). If indications of non-
recoverability exist, the recoverable amount is estimated and a respective provision for impairment of receivables is made. The amount
of the provision is charged through profit or loss. The review of credit risk is continuous and the methodology and assumptions used
for estimating the provision are reviewed regularly and adjusted accordingly. As at the reporting date Management did not consider
necessary to make a provision for impairment of receivables.
Fair value of financial assets
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company
uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each
reporting date. The fair value of the financial assets at fair value through other comprehensive income has been estimated based on
the fair value of these individual assets.
Fair value of investment property
The fair value of investment property is determined by using various valuation techniques. The Group selects accredited professional
valuers with local presence to perform such valuations. Such valuers use their judgment to select a variety of methods and make
assumptions that are mainly based on market conditions existing at each financial reporting date. The fair value has been estimated as
at 31 December 2022 (Note 19.2).
Income taxes
Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the
ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax audit
issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such
determination is made.
Impairment of tangible assets
Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating
units).
Provision for deferred taxes
Deferred tax is not provided in respect of the revaluation of the investment property and investment property under development as
the Group is able to control the timing of the reversal of this temporary difference and the Management has intention not to reverse
the temporary difference in the foreseeable future. The properties are held by subsidiary companies in Ukraine, Greece and Romania.
Management estimates that the assets will be realized through a share deal rather than through an asset deal. Should any subsidiary
be disposed of, the gains generated from the disposal will be exempt from any tax.
Application of IFRS 10
The Group has considered the application of IFRS 10 and concluded that the Company is not an Investment Entity as defined by IFRS
10 and it should continue to consolidate all of its investments, as in 2016. The reasons for such conclusion are among others that the
Company continues:
a) not to be an Investment Management Service provider to Investors,
b) to actively manages its own portfolio (leasing, development, allocation of capital expenditure for its properties, marketing etc.)
in order to provide benefits other than capital appreciation and/or investment income,
c) to have investments that are not bound by time in relation to the exit strategy nor to the way that are being exploited,
d) to provide asset management services to its subsidiaries, as well as loans and guarantees (directly or indirectly),
e) even though is using Fair Value metrics in evaluating its investments, this is being done primarily for presentation purposes
rather that evaluating income generating capability and making investment decisions. The latter is being based on metrics like
IRR, ROE and others.
CONSOLIDATED FINANCIAL STATEMENTS 2022|50
7. Risk Management
7.1 Financial risk factors
The Group is exposed to operating country risk, real estate property holding and development associated risks, property market price
risk, interest rate risk, credit risk, liquidity risk, currency risk, other market price risk, operational risk, compliance risk, litigation risk,
reputation risk, capital risk and other risks, arising from the financial instruments it holds. The risk management policies employed by
the Group to manage these risks are discussed below.
7.1.1 Operating Country Risks
The Group is exposed to risks stemming from the political and economic environment of countries in which it operates. Notably:
7.1.1.1 Ukraine
The risk associated with Company’s interests in Ukraine has increased dramatically with the invasion of the country by Russia in February
2022. Currently, the political and economic risks associated with Company’s activities in the region do not really allow for any relevant
assessment for the future.
The fall in Ukraine's GDP by the end of 2022 is estimated at the level of 30.4% (±2%), which is a better indicator than predicted by
previous forecasts. In 2022, the Ukrainian hryvnia significantly depreciated against major foreign currencies. As at 31 December 2022,
the official exchange rate of the National Bank of Ukraine to the US dollar was 36.5686 hryvnias, and to the euro was 38.951 hryvnias
(as at 31 December 2021: 27.2782 and 30.9226, respectively). The war also affected the assessment of Ukraine’s solvency by
international rating agencies. In 2022 Standard & Poor's credit rating for Ukraine stood at CCC+ with stable outlook. Moody's credit
rating for Ukraine was last set at Caa3 with negative outlook (increased in February 2023 up to Ca with stable outlook). Fitch's credit
rating for Ukraine was last reported at CC.
The Company owns land plots in Ukraine, either in Kiev or close to the capital, reported at time of publishing still under Ukrainian
control. The plots do not generate income and therefore the cash flow of the Group is not affected by the invasion.
The Management, given the associated uncertainty, decided to value Ukrainian assets lower than the current values as provided by the
third-party valuers (CBRE Ukraine). As a result, the Ukrainian assets contribute €1,92 million in Group’s assets, as compared to €3,11
million provided by the valuers and €3,6 million in 2021 accounts.
Moreover, the war, as well as the preceded tensions during the previous period, affect also the land leaseholds that the Company has
in the country. In particular, as of November 2021, the Group had submitted properly the official request to the City of Kiev to extend
the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension rights over any other interested
party. The first step in the process whereby the presiding committee of the municipality, before the final approval by the City Council,
did not place as many other cases had accumulated which had time priority over Group’s case. During the period between December
15th 2021 and January 20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the
holiday season was over, the main focus of the committee and the City Council unfortunately were on issues not related to property
lease extensions, but rather more pressing matters for the interests and operational stability of the City of Kiev. From there on, all
decisions have been put on hold due to the Russian insurgence of Ukraine. The Management remains confident that the Group will be
awarded the lease extension once the war status permits. However, as a result of such development, commencing from H1 2022 the
asset does not contribute value to Group’s assets. The Management will monitor developments in the country and change policy as
appropriate.
The Company will revert to inform investors upon having a clearer view on the developments associated with the conflict and its
consequences on real estate assets.
7.1.1.2 Romania
The Romanian economy grew significantly by 4,8% in 2022 driven by strong private consumption and robust investment despite the
ongoing war in neighboring Ukraine and the high inflation rate from the increased energy prices which prevailed throughout the period.
Economic prospects are reported moderate on the back of the continuing conflict in the region and the high interest rates. At the same
time, estimates for the fiscal and current account deficits remain elevated as a result of the social and economic measures adopted by
the Government for the support of low income citizens, weakening the macroeconomic indicators and therefore increasing the associated
risk.
CONSOLIDATED FINANCIAL STATEMENTS 2022|51
7. Risk Management (continued)
7.1 Financial risk factors (continued)
7.1.2 Risks associated with property holding and development associated risks
Several factors may affect the economic performance and value of the Group's properties, including:
risks associated with construction activity at the properties, including delays, the imposition of liens and defects in
workmanship;
the ability to collect rent from tenants on a timely basis or at all, taking also into account currency rapid devaluation risk;
the amount of rent and the terms on which lease renewals and new leases are agreed being less favorable than current
leases;
cyclical fluctuations in the property market generally;
local conditions such as an oversupply of similar properties or a reduction in demand for the properties;
the attractiveness of the property to tenants or residential purchasers;
decreases in capital valuations of property;
changes in availability and costs of financing, which may affect the sale or refinancing of properties;
covenants, conditions, restrictions and easements relating to the properties;
changes in governmental legislation and regulations, including but not limited to designated use, allocation, environmental
usage, taxation and insurance;
the risk of bad or unmarketable title due to failure to register or perfect our interests or the existence of prior claims,
encumbrances or charges of which we may be unaware at the time of purchase;
the possibility of occupants in the properties, whether squatters or those with legitimate claims to take possession;
the ability to pay for adequate maintenance, insurance and other operating costs, including taxes, which could increase over
time; and
political uncertainty, acts of terrorism and acts of nature, such as earthquakes and floods that may damage the properties.
7.1.3 Property Market price risk
Market price risk is the risk that the value of the Group’s portfolio investments will fluctuate as a result of changes in market prices. The
Group's assets are susceptible to market price risk arising from uncertainties about future prices of the investments. The Group's market
price risk is managed through diversification of the investment portfolio, continuous elaboration of the market conditions and active
asset management. To quantify the value of its assets and/or indicate the possibility of impairment losses, the Group commissioned
internationally acclaimed valuers.
7.1.4 Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates.
The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no
significant interest-bearing assets apart from its cash balances that are mainly kept for liquidity purposes.
The Group is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates expose the Group to cash
flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. All of the Group's borrowings
are issued at a variable interest rate. Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
7.1.5 Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from
financial assets at hand at the end of the reporting period. Cash balances are held with high credit quality financial institutions and the
Group has policies to limit the amount of credit exposure to any financial institution.
7.1.6 Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.
Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not
the Group's functional currency. Excluding the transactions in Ukraine, all of the Group’s transactions, including the rental proceeds are
denominated or pegged to EUR. In Ukraine, even though there is no recurring income stream, the fluctuations of UAH against EUR
entails significant FX risk for the Group in terms of its local assets valuation. Management monitors the exchange rate fluctuations on a
continuous basis and acts accordingly, although there are no available financial tools for hedging the exposure on UAH. It should be
noted though that the current war in Ukraine causing economic and political problems, as well as any probable currency devaluation
may affect Group’s financial position.
CONSOLIDATED FINANCIAL STATEMENTS 2022|52
7. Risk Management (continued)
7.1 Financial risk factors (continued)
7.1.7 Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders
through the optimization of the debt and equity balance. The Group’s core strategy is described in Note 42.1 of the consolidated financial
statements.
7.1.8 Compliance risk
Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non-compliance with laws and
regulations of each country the Group is present, as well as from the stock exchange where the Company is listed. Although the Group
is trying to limit such risk, the uncertain environment in which it operates in various countries increases the complexities handled by
Management.
7.1.9 Litigation risk
Litigation risk is the risk of financial loss, interruption of the Group's operations or any other undesirable situation that arises from the
possibility of non-execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts
used by the Group to execute its operations.
7.1.10 Insolvency risk
Insolvency arises from situations where a company may not meet its financial obligations towards a lender as debts become due.
Addressing and resolving any insolvency issues is usually a slow moving process in the Region. Management is closely involved in
discussions with creditors when/if such cases arise in any subsidiary of the Group aiming to effect alternate repayment plans including
debt repayment so as to minimize the effects of such situations on the Group’s asset base.
7.2. Operational risk
Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems, as well
as the risk of human error and natural disasters. The Group’s systems are evaluated, maintained and upgraded continuously.
7.3. Fair value estimation
The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the end of the reporting period.
CONSOLIDATED FINANCIAL STATEMENTS 2022|53
8. Investment in subsidiaries
The Company has direct and indirect holdings in other companies, collectively called the Group, that were included in the consolidated
financial statements, and are detailed below.
Name
SC Secure Capital Limited
LLC Aisi Ukraine
LLC Trade Center
LLC Almaz-Pres-Ukraine
LLC Retail Development Balabino**
LLC Interterminal**
LLC Aisi Ilvo
Myrnes Innovations Park Limited
Best Day Real Estate Srl
Yamano Holdings Limited
N-E Real Estate Park First Phase Srl
Zirimon Properties Limited
Bluehouse Accession Project IX Limited
Bluehouse Accession Project IV Limited
**
BlueBigBox 3 Srl
SPDI Real Estate Srl
SEC South East Continent Unique Real
Estate Investments II Limited
SEC South East Continent Unique Real
Estate (Secured) Investments Limited
Diforio Holdings Limited **
Demetiva Holdings Limited **
Ketiza Holdings Limited
Frizomo Holdings Limited
SecMon Real Estate Srl
Ketiza Real Estate Srl
Edetrio Holdings Limited
Emakei Holdings Limited
RAM Real Estate Management Limited
Iuliu Maniu Limited
Moselin Investments Srl
Rimasol Enterprises Limited
Rimasol Real Estate Srl
Ashor Ventures Limited
Ashor Development Srl
Jenby Ventures Limited**
Jenby Investments Srl
Ebenem Limited**
Ebenem Investments Srl
Sertland Properties Limited
Mofben Investments Limited**
SPDI Management Srl
Country of
incorporation
Cyprus
Ukraine
Ukraine
Ukraine
Ukraine
Ukraine
Ukraine
Cyprus
Romania
Cyprus
Romania
Cyprus
Cyprus
Cyprus
Romania
Romania
Cyprus
Cyprus
Cyprus
Cyprus
Cyprus
Cyprus
Romania
Romania
Cyprus
Cyprus
Cyprus
Cyprus
Romania
Cyprus
Romania
Cyprus
Romania
Cyprus
Romania
Cyprus
Romania
Cyprus
Cyprus
Romania
Related Asset
Kiyanovskiy Residence
Tsymlyanskiy Residence*
Innovations Logistics Park
EOS Business Park
Delea Nuova (Delenco)
Kindergarten
Residential and Land
portfolio
Holding %
as at
31 Dec 2022
100
100
100
55
100
100
100
100
100
100
-
100
100
100
as at
31 Dec 2021
100
100
100
55
100
100
100
100
100
100
100
100
100
100
-
-
100
100
100
100
90
100
100
90
100
100
50
45
45
-
-
-
-
44,30
-
44,30
-
100
100
100
100
50
100
100
100
100
90
100
100
90
100
100
50
45
45
70,56
70,56
44,24
44,24
44,30
44,30
44,30
44,30
100
100
100
* As of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy
Residence property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the
process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as too many
other cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January
20th of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over,
the main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather
more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold
due to the Russian insurgence of Ukraine. The Management remains confident that the Company will be awarded the lease extension
once the war status permits.
CONSOLIDATED FINANCIAL STATEMENTS 2022|54
8. Investment in subsidiaries (continued)
** During 2020 the Company initiated the process of striking off six holding subsidiaries in Cyprus, which became idle following recent
disposals of local asset owning companies and properties. The companies to be struck off are: Bluehouse Accession Project IV Limited,
Demetiva Holdings Limited, Diforio Holdings Limited, Jenby Ventures Limited, Ebenem Limited and Mofben Investments Limited.
Relevant official clearance from local Trade Registry and Tax Authorities is expected in the following period. During 2022 the Group has
also initiated strike off process for two additional Ukrainian entities, LLC Retail Development Balabino and LLC Interterminal.
As part of Stage 2 of the transaction with Arcona, during the first half of 2022 the Group proceeded with closing the disposal of N-E
Real Estate Park First Phase Srl, the entity which owns the EOS asset, in exchange of 116.688 new ordinary shares in Arcona and 28.125
warrants over shares in Arcona.
During 2021 the Group proceeded with the disposal of Victini Holdings Limited in Cyprus which was idle after the disposal in 2019 of its
subsidiary that used to hold the warehouse asset in Greece.
Additionally during 2021 the Group acquired an additional 26,32% stake in Rimasol Enterprises Limited, which through Rimasol Real
Estate Srl owns Plot R in GreenLake, part of the Second Phase of the overall GreenLake project. With this acquisition the total stake of
the Group in this particular plot increased to 70,56%.
During 2023 BlueBigBox 3 Srl, the SPV which used to hold Praktiker Craiova property that was sold back in 2018, was entered into an
insolvency process initiated by a vendor (Note 43.b). The case is associated with the Bluehouse litigation case (Note 40.3) and
Management monitors developments closely. The entering into such process effectively means loss of control and therefore Management
decided to exclude the SPV from the current accounts. The SPV currently holds no asset.
In an effort to accelerate monetization of assets that were to be part of Stage 3 of the transaction with Arcona, and since the discussions
with Arcona took much longer than expected and negotiations on their valuation did not conclude, the Company managed to monetize
remaining GreenLake assets in the broader market. As such, the Kindergarten and the remaining Green Lake land were sold during
2022 at values higher than those offered by Arcona.
9. Discontinued operations
9.(a) Description
The Company announced on 18 December 2018 that it has entered into a conditional implementation agreement for the sale of its
property portfolio, excluding its Greek logistics properties (‘the Non-Greek Portfolio’), in an all-share transaction to Arcona Property
Fund N.V. The transaction is subject to, among other things, asset and tax due diligence (including third party asset valuations) and
regulatory approvals (including the approval of a prospectus required in connection with the issuance and admission to listing of the
new Arcona Property Fund N.V. shares), as well as successful negotiating and signature of transaction documents. During 2019 and as
part of the Arcona transaction the Company sold the Boyana Residence asset in Bulgaria, as well as the Bela and Balabino land plots in
Ukraine, while in March and June 2021 has signed SPAs related to Stage 2 of the transaction, namely for the EOS and Delenco assets
in Romania, as well as the Kiyanovskiy and Rozny assets in Ukraine. In March and June 2022, the Company sold effectively to Arcona
the Delenco and EOS assets. Regarding the Ukrainian assets, further discussions for closing have been put on hold due to the existing
circumstances in the country.
The companies that are classified under discontinued operations are the followings:
Cyprus: Ashor Ventures Limited, Edetrio Holdings Limited, Rimasol Enterprises Limited, Emakei Holdings Limited, Iuliu Maniu
•
Limited, Ram Real Estate Management Limited, Frizomo Holdings Limited, Ketiza Holdings Limited and Victini Holdings Limited
•
Romania: Ashor Development Srl, Ebenem Investments Srl, Jenby Investments Srl, Rimasol Real Estate Srl, Moselin
Investments Srl, Best Day Real Estate Srl, N-E Real Estate Park First Phase Srl, Ketiza Real Estate Srl, SPDI Real Estate Srl and Secmon
SRL
•
Ukraine: LLC Aisi Ukraine, LLC Almaz‑Pres‑Ukraine, LLC Trade Center, LLC Retail Development Balabino
As a result, the Company has reclassified all assets and liabilities related to these properties as held for sale according to IFRS 5 (Note
4.3 & 4.8).
CONSOLIDATED FINANCIAL STATEMENTS 2022|55
9. Discontinued operations (continued)
9.(b) Results of discontinued operations
For the year ended 31 December 2022
Income
Asset operating expenses
Net Operating Income
Administration expenses
Share of profits/(losses) from associates
Valuation gains/(losses) from Investment Property
Net gain/(loss) on disposal of investment property
Loss on Disposal of subsidiaries
Other operating income/(expenses), net
Operating profit / (loss)
Dividends income
Finance income
Finance costs
Profit/(Loss) before tax and foreign exchange differences
Foreign exchange (loss), net
Profit/(Loss) before tax
Income tax expense
Profit/(Loss) for the year
Loss attributable to:
Owners of the parent
Non-controlling interests
9.(c) Cash flows from(used in) discontinued operation
Net cash flows provided in operating activities
Net cash flows from / (used in) financing activities
Net cash flows from / (used in) investing activities
Net increase/(decrease) from discontinued operations
Note
10
11
12
21
13
14.1
20.2
15
20
16
16
17a
18
2022
€
505.785
(446.380)
59.405
2021
€
939.720
(763.024)
176.696
(242.157)
335.533
(1.245.230)
(825.392)
(4.871.809)
(2.721.353)
(9.511.003)
-
7.982
(660.969)
(10.163.990)
(165.165)
(10.329.155)
(289.086)
344.746
(754.979)
653.567
-
(12.510)
118.434
175.500
9.366
(863.480)
(560.180)
(253.666)
(813.846)
(74.340)
(67.328)
(10.403.495)
(881.174)
(8.416.599)
(1.986.896)
(10.403.495)
(659.215)
(221.959)
(881.174)
31 Dec 2022
€
5.569.628
31 Dec 2021
€
(712.598)
(939.540)
1.754.358
6.384.446
3.280.967
(2.275.600)
292.769
9.(d) Assets and liabilities of disposal group classified as held for sale
The following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 31 December 2022:
Assets classified as held for sale
Investment properties
Tangible and intangible assets
Long-term receivables and prepayments
Investments in associates
Prepayments and other current assets
Cash and cash equivalents
Total assets of group held for sale
Liabilities directly related with assets classified as held for sale
Borrowings
Finance lease liabilities
Trade and other payables
Taxation
Deposits from tenants
Total liabilities of group held for sale
Note
31 Dec 2022
€
31 Dec 2021
€
19.4a
23
24
21
25
27
31
36
33
35
34
11.631.996
20
315.000
335.534
1.267.713
284.828
13.835.091
4.021.192
6.225.930
431.307
184.227
23.002
10.885.658
31.554.991
11.988
333.263
5.476.576
1.240.028
394.670
39.011.516
8.022.899
6.515.847
997.392
243.310
64.231
15.843.679
CONSOLIDATED FINANCIAL STATEMENTS 2022|56
10. Income
Income from continued operations for the year ended 31 December 2022 represents:
a) rental income, as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded
with tenants of Innovations Logistics Park (Romania). It is noted that part of the rental and service charges/ utilities income related
to Innovations Logistics Park (Romania) is currently invoiced by the Company as part of a relevant lease agreement with the
Innovations SPV and the lender, however the asset, through the SPV, is planned to be transferred as part of the transaction with
Arcona Property Fund N.V. Upon a final agreement for such transfer, the Company will negotiate with the lender its release from
the aforementioned lease agreement, and if succeeds, upon completion such income will be also transferred.
b) Asset and property management income in 2021 is related to one off services to a third party, while in 2022 represent services in
relation to the management of properties sold to Arcona .
Continued operations
Rental income
Service charges and utilities income
Asset & property management income
Total income
31 Dec 2022
€
763.242
276.996
103.514
1.143.752
31 Dec 2021
€
633.427
232.870
180.840
1.047.137
Income from discontinued operations for the year ended 31 December 2022 represents:
a) rental income, as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded
with tenants of Innovations Logistics Park (Romania), Kindergarten (Romania), and EOS Business Park (Romania). Decrease in
2022 is due to the sale of EOS and Kindergarten during the year.
b) rental income and service charges by tenants of the Residential Portfolio, and;
Discontinued operations (Note 9)
Rental income
Service charges and utilities income
Total income
31 Dec 2022
€
489.653
16.132
505.785
31 Dec 2021
€
916.498
23.222
939.720
Occupancy rates in the various income producing assets of the Group as at 31 December 2022 were as follows:
Income producing assets
%
EOS Business Park
Innovations Logistics Park
Kindergarten
11. Asset operating expenses
Romania
Romania
Romania
31 Dec 2022
31 Dec 2021
-
80
-
100
65
100
The Group incurs expenses related to the proper operation and maintenance of all properties in Kiev and Bucharest. Part of these
expenses is recovered from the tenants through the service charges and utilities recharge process (Note 10).
Under continued operations ,there are no such expenses related to the operation of the Assets.
Under discontinued operations all such expenses related to Innovations Logistics Park (Romania), EOS Business Park (Romania),
Residential Portfolio (Romania), GreenLake (Romania), and all Ukrainian properties.
Discontinued operations (Note 9)
Property related taxes
Property management fees
Repairs and technical maintenance
Utilities
Property security
Property insurance
Leasing expenses
Total
31 Dec 2022
€
(112.420)
(3.758)
(30.595)
(251.507)
(35.527)
(7.695)
(4.878)
(446.380)
31 Dec 2021
€
(253.917)
(22.087)
(179.009)
(218.519)
(44.464)
(10.267)
(34.761)
(763.024)
Property related taxes reflect local taxes of land and building properties (in the form of land taxes, building taxes, garbage fees, etc.).
Relevant decrease in 2022 resulted from the disposal of assets during the period, as well as the fact that during 2021 relevant costs
were increased due to the land book taxes associated with the acquisition of EOS asset from the leasing company in order the project
to be re-financed.
Repairs and technical maintenance increased substantially during 2021 due to works performed on residential units for facilitating their
successful sale, while in 2022 relevant costs decreased substantially as a result of the disposal of most of the residential properties.
CONSOLIDATED FINANCIAL STATEMENTS 2022|57
11. Asset operating expenses (continued)
Utilities increase came from Innovations Logistics Park in Bucharest, and matches with the increased service charges and utilities income
invoiced by the Company and included in continued operations.
Leasing expenses reflect expenses related to long term land leasing and registered lower due to the pending status of Tsymlyanskiy
lease
extension.
12. Administration Expenses
Continued operations
Salaries and Wages
Incentives pursuant to RemCo proposal
Advisory and broker fees
Public group expenses
VAT expensed
Corporate registration and maintenance fees
Audit fees
Accounting and related fees
Legal fees
Depreciation/Amortization charge
Directors Renumeration
Corporate operating expenses
Total Administration Expenses
Discontinued operations (Note 9)
Salaries and Wages
Advisory and broker fees
Corporate registration and maintenance fees
Audit fees
Accounting and related fees
Legal fees
Depreciation/Amortization charge
Corporate operating expenses
Total Administration Expenses
31 Dec 2022
€
(263.477)
(184.500)
(270.457)
(138.908)
(89.315)
(32.458)
(67.332)
(15.529)
(233.098)
(2.784)
-
(166.768)
(1.464.626)
31 Dec 2022
€
(30.221)
(99.323)
(33.142)
(26.230)
(20.973)
(4.488)
(4.508)
(23.272)
(242.157)
31 Dec 2021
€
(355.933)
-
(360.578)
(144.330)
(68.135)
(59.990)
(78.668)
(29.180)
(328.331)
(1.481)
(243.823)
(127.844)
(1.798.293)
31 Dec 2021
€
(32.498)
(83.066)
(38.765)
(35.160)
(29.034)
(52.940)
(620)
(17.003)
(289.086)
Salaries and wages include the remuneration of the CEO (2022: €63.123, 2021: €100.997), the CFO, the Group Commercial Director
and the Country Managers of Ukraine and Romania, as well as the salary cost of personnel employed in the various Company’s offices.
Incentives provided in 2022 to personnel for the successful implementation of Group’s plan pursuant to relevant Remuneration
Committee proposal dated 7 May 2021 as approved by the BoD on 01 June 2021.
Advisory fees are mainly related to advisors, brokers, valuers and other professionals engaged in relevant transactions, as well as
outsourced human resources support on the basis of relevant contracts.
Accounting and related fees include fees from external accounting services, as well as fees for transfer pricing and tax consulting
services.
Public group expenses include among others fees paid to the AIM:LSE stock exchange, Cyprus Stock Exchange as custodian, and the
Nominated Adviser of the Company, as well as other expenses related to the listing of the Company, such as public relations and registry
expenses.
Corporate registration and maintenance fees represent fees charged for the annual maintenance of the Company and its subsidiaries,
as well as fees and expenses related to the normal operation of the companies including charges by the relevant local authorities.
Legal fees represent legal expenses incurred by the Group in relation to asset operations (rentals, sales, etc.), ongoing legal cases in
Ukraine, Cyprus and Romania, compliance with AIM listing, as well as one-off fees associated with legal services and advise in relation
to due diligence processes and transactions. During the current period, the Group incurred €146k relevant legal fees associated with
the closings as part of Stage 2 of the transaction with Arcona, and €23k associated with the Bluehouse litigation.
Corporate operating expenses include office expenses, travel expenses, (tele)communication expenses, D&O insurance and all other
general expenses for Cypriot, Romanian and Ukrainian operations.
CONSOLIDATED FINANCIAL STATEMENTS 2022|58
12. Administration Expenses (continued)
The annual Directors fees including Chairman and Committee remunerations have been set at GBP 129k, while the decision for
registering relevant fees for 2022 is still pending by the board. In 2021 the Company posted also fees from previous periods which were
not included previously in Company’s books and presented as “Deferred Amounts” in table below (Note 39.1.2).
Summary of
Directors’
Total
Remuneration
Michael Beys
Harin Thaker
Ian Domaille
Anthonios Kaffas
Total
31 Dec 2022
31 Dec 2021
€
Base
remuneration
€
Chairman/
Committee
Fees
€
Deferred
Amounts
€
€
Base
remunerati
on
Chairman/
Committee
Fees
€
Deferred
Amounts
€
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(33.323)
(33.323)
(33.323)
(33.323)
(133.292)
(5.950)
(3.570)
(7.141)
(3.570)
(20.231)
(23.100)
(21.700)
(23.800)
(21.700)
(90.300)
(62.373)
(58.593)
(64.264)
(58.593)
(243.823)
13. Valuation gains / (losses) from investment properties
Valuation gains /(losses) from investment property for the reporting period, excluding foreign exchange translation differences which
are incorporated in the table of Note 19.2, are presented in the tables below.
Discontinued operations (Note 9)
Property Name (€)
Kiyanovskiy Residence
Tsymlyanskiy Residence*
Rozny Lane
Innovations Logistics Park
EOS Business Park
Residential Portfolio
GreenLake
Kindergarten
Total
Valuation gains/(losses)
31 Dec 2022
€
(798.325)
-
(455.560)
8.655
-
-
-
-
(1.245.230)
31 Dec 2021
€
(93.835)
(964.178)
75.740
(240.706)
107.164
4.438
452.063
(95.665)
(754.979)
* As of November 2021, the Group had submitted properly the official request to the City of Kiev to extend the lease of Tsymlyanskiy
Residence property for another 5 years, since the Group has first extension rights over any other interested party. The first step in the
process whereby the presiding committee of the municipality, before the final approval by the City Council, did not place as many other
cases had accumulated which had time priority over Group’s case. During the period between December 15th 2021 and January 20th
of 2022, the committee did not convene at all as is usual during holiday and vacation times. Once the holiday season was over, the
main focus of the committee and the City Council unfortunately were on issues not related to property lease extensions, but rather
more pressing matters for the interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold
due to the Russian insurgence of Ukraine. We remain confident that we will be awarded the lease extension once the war status permits.
In relation to the Ukrainian assets excluding Tsymlyanskiy, and in view of the ongoing conflict in the country, the Management, although
received updated third-party valuation reports to monitor effectively the underlying values, decided in H1 2022 accounts to impair the
value of those assets at 50% of their value as at the end of 2021 and continues the same in current period.
Valuation gains and losses result not only from the differences in the values of the properties as reported by valuers at the different
points in time, but also from the fluctuation of the FX rate between the denominated currency of the valuation report itself and the
functional currency of the company which posts valuation amount in its accounting books. For example, valuations of Ukrainian assets
are denominated in USD and translated to UAH for entering effectively in the accounting books of the local entities. Similarly, valuations
of Romanian assets are denominated in EUR and translated to RON for accounting purposes.
CONSOLIDATED FINANCIAL STATEMENTS 2022|59
14. Gain/ (Loss) from disposal of properties
During the reporting period the Group proceeded with selling properties classified under Investment Property (Romanian residential
and land assets) designated as non-core assets. The gain/ (losses) from disposal of such properties are presented below:
14.1 Investment property
During 2022 the Group sold 2 villas in Greenlake Parcel K and Plot B Plot C, Plot F and Plot G in Ashor Development SRL under Greenlake
Land. The disposal of land plots made in combination with the disposal of adjacent land plots owned by the associate Green Lake
Development SRL and resulted also in the full repayment of GreenLake Phase A loan with Eurobank and the release of the remaining
assets of the associate in which SPDI has a 40,35% interest.
In 2021 the Group sold 7 villas in Greenlake Parcel K, 5 apartments in Monaco Towers and 1 apartment, 3 parking spaces in Zizin.
Discontinued operations (Note 9)
Income from sale of investment property
Cost of investment property
Profit/(Loss) from disposal of investment property
15. Other operating income/(expenses), net
Continued operations
Other income
Accounts payable written off
Other income
Penalties
Impairment of prepayments and other current assets
Other expenses
Other expenses
31 Dec 2022
€
3.897.608
(4.723.000)
(825.392)
31 Dec 2021
€
3.245.322
(2.591.755)
653.567
31 Dec 2022
€
31 Dec 2021
€
18.834
3.022
21.856
(348)
(19.648)
(5.250)
(25.246)
18.536
62.978
81.514
(509)
(5.932)
(5.430)
(11.871)
Other operating income/(expenses), net
(3.390)
69.643
Discontinued operations (Note 9)
Accounts payable written off
Other income
Other income
Penalties
Impairments
Other expenses
Other expenses
31 Dec 2022
€
31 Dec 2021
€
1.379
4.571
5.950
(215)
(2.701.503)
(25.585)
(2.727.303)
-
1.679
1.679
(240)
-
(13.949)
(14.189)
Other operating income/(expenses), net
(2.721.353)
(12.510)
Continued operations
Other income represents income from services to an associate company.
The accounts payable written off under continued operations in 2021 are mainly related to writing off an old balance due to a vendor.
Discontinued operations
Impairments in discontinued operations are related to an intragroup balance between Ashor Development Srl and Green Lake
Development Srl (included as Associate in consolidated accounts), born from the contribution of former’s assets for the repayment of
latter’s loan facility with Eurobank, pursuant to the cross collateral agreement included in the relevant loan contract. The small
differences in the shareholding structure of the two companies have been taken into account into a relevant MOU between Green Lake
Development Srl’s shareholders, with which the proceeds of the monetization of the remaining free of mortgage assets are attributed
to each shareholder accordingly.
Other expenses in discontinued operations represent mainly VAT adjustments on the construction of buildings resulted from sales of
villas with no VAT to individuals. Such amounts have been received from the clients through the selling price.
CONSOLIDATED FINANCIAL STATEMENTS 2022|60
16. Finance costs and income
Continued operations
Finance income
Interest received from non-bank loans
Total finance income
Finance costs
Interest expenses (non-bank)
Finance charges and commissions
Bonds interest
Total finance costs
Net finance result
Discontinued operations (Note 9)
Finance income
Interest received from-bank loans
Interest received from non-bank loans (Note 39.1.1)
Total finance income
Finance costs
Interest expenses (bank)
Interest expenses (non-bank)
Finance leasing interest expenses
Finance charges and commissions
Total finance costs
Net finance result
31 Dec 2022
€
361.035
361.035
31 Dec 2021
€
489.072
489.072
31 Dec 2022
€
31 Dec 2021
€
(127.748)
(5.883)
(64.700)
(198.331)
(116.468)
(5.808)
(68.133)
(190.409)
162.704
298.663
31 Dec 2022
€
10
7.972
7.982
31 Dec 2021
€
-
9.366
9.366
31 Dec 2022
€
31 Dec 2021
€
(353.428)
(4.892)
(299.632)
(3.017)
(660.969)
(479.939)
(6.547)
(373.209)
(3.785)
(863.480)
(652.987)
(854.114)
Interest income from non-bank loans, reflects income from loans granted by the Group for financial assistance of associates . This
amount includes also interest on Loan receivables from 3rd parties provided as an advance payment for acquiring a participation in an
investment property portfolio (Olympians portfolio) in Romania The funds provided initially with a convertibility option which was not
exercised, and is currently treated as a loan.
According to the last addendum of the loan agreement, part of the principal equal to €2,5 million will be contributed to a joint venture
between the Company and the borrower for the development of logistics assets in Romania (Note 25). The remaining principal plus the
interest is repaid in installments, expected to be fully repaid by the end of 2023. The loan is bearing a fixed interest rate of 10%.
Interest expenses represent interest charged on Bank and non-Bank borrowings (Note 31).
Finance leasing interest expenses relate to the sale and lease back agreements of the Group (Note 36).
Finance charges and commissions include regular banking commissions and various fees imposed by the Banks.
Bonds interest represents interest calculated for the bonds issued by the Company during 2018 (Note 32).
17. Foreign exchange profit / (losses)
a. Non realised foreign exchange loss
Foreign exchange losses (non-realised) resulted from the loans and/or payables/receivables denominated in non EUR currencies when
translated in EUR. The exchange loss for the year ended 31 December 2022 from continued operations amounted to €17.647 (2021:
loss €65.147).
The exchange loss from discontinued operations for the year ended 31 December 2022 amounted to €165.165 (2021: loss €253.666)
(Note 9).
CONSOLIDATED FINANCIAL STATEMENTS 2022|61
18. Tax Expense
Continued operations
Reversal of tax/(Income and defence tax expense)
Taxes
Discontinued operations (Note 9)
Income and defence tax expense
Taxes
31 Dec 2022
€
31 Dec 2021
€
17.940
17.940
(51.824)
(51.824)
31 Dec 2022
€
(74.340)
(74.340)
31 Dec 2021
€
(67.328)
(67.328)
For the year ended 31 December 2022, the corporate income tax rate for the Group’s subsidiaries is 18% in Ukraine, and 16% in
Romania. The corporate tax that is applied to the qualifying income of the Company and its Cypriot subsidiaries is 12,5%.
The tax on the Group's results differs from the theoretical amount that would arise using the applicable tax rates as follows:
Profit / (loss) before tax
Tax calculated on applicable rates
Expenses not recognized for tax purposes
Tax effect of allowances and income not subject to tax
Tax effect on tax losses for the year
Tax effect on tax losses brought forward
10% additional tax
Tax effect of Group tax relief
Defence contribution current year
Prior year tax
Total Tax
31 Dec 2022
€
31 Dec 2021
€
(11.587.480)
(577.617)
(318.782)
592.568
(221.122)
2.644.670
(2.617.009)
8.057
-
17.173
(161.955)
(56.400)
1.270.289
319.568
(817.941)
390.502
(1.060.938)
4.339
(919)
14.252
-
119.152
CONSOLIDATED FINANCIAL STATEMENTS 2022|62
19. Investment Property
19.1 Investment Property Presentation
Investment Property consists of the following assets:
Income Producing Assets
EOS Business Park consists of 3.386 sqm gross leasable area and includes a Class A office Building in Bucharest, which is
currently fully let to Danone Romania until 2025. In June 2022 the Company proceeded to the sale of the Romanian SPV
which holds the asset as part of Stage 2 of the transaction with Arcona.
Innovations Logistics Park is a 16.570 sqm gross leasable area logistics park located in Clinceni in Bucharest, which
benefits from being on the Bucharest ring road. Its construction was tenant specific, was completed in 2008 and is separated
in four warehouses, two of which offer cold storage (freezing temperature), the total area of which is 6.395 sqm. Innovations
Logistics Park was acquired by the Group in May 2014 and is 80% leased at the end of the reporting period.
Residential Assets
At the end of the reporting period the Company does not own any more residential units, having sold during the period the
remaining residential portfolio held by Moselin Investments Srl in GreenLake Residential complex. The associate company
Green Lake Developments Srl still owns 7 units in the Green Lake Residential complex, classified under associates (Note 21).
Land Assets
Kiyanovskiy Residence consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development,
overlooking the scenic Dnipro River, St. Michael’s Spires and historic Podil neighborhood.
Tsymlyanskiy Residence is a 0,36 Ha plot of land located in the historic Podil District of Kiev and is destined for the
development of a residential complex. As of November 2021, the Group had submitted properly the official request to the
City of Kiev to extend the lease of Tsymlyanskiy Residence property for another 5 years, since the Group has first extension
rights over any other interested party. The first step in the process whereby the presiding committee of the municipality,
before the final approval by the City Council, did not place as many other cases had accumulated which had time priority over
Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene at
all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the
City Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the
interests and operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian
insurgence of Ukraine. We remain confident that we will be awarded the lease extension once the war status permits.
Rozny Lane is a 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex. It has been
registered under the Group pursuant to a legal decision in 2015.
GreenLake land is a 40.360 sqm plot and is adjacent to the GreenLake part of the Company’s residential portfolio, which is
classified under Investments in Associates (Note 21). It is situated in the northern part of Bucharest on the bank of Grivita
Lake in Bucharest. SPDI used to own ~44% of these plots, having effectively management control. The land was sold during
2022.
CONSOLIDATED FINANCIAL STATEMENTS 2022|63
19. Investment Property (continued)
19.2 Investment Property Movement during the reporting period
The table below presents a reconciliation of the Fair Value movements of the investment property during the reporting period broken
down by property and by local currency vs. reporting currency.
Disposals 2022
Asset Value at the Beginning of the period or at
Acquisition/Transfer date
Transfer to
Assets held
for sale
Additions
2022
Carrying
amount as at
31/12/2021
Discontinued Operations
2022 (€)
Asset Name
Type
Land
Land
Land
Land
Land
Land
Kiyanovskiy
Residence
Tsymlyanskiy
Residence
Rozny Lane
Total Ukraine
Innovations
Logistics Park
EOS Business Park
Residential
portfolio
GreenLake
Kindergarten
Total Romania
TOTAL
2021 (€)
Kiyanovskiy
Residence
Tsymlyanskiy
Residence
Rozny Lane
Total Ukraine
Innovations
Logistics Park
EOS Business Park
Residential
portfolio
GreenLake
Kindergarten
Total Romania
Asset Name
Type
Carrying
amount as at
31/12/2022
Fair Value movements
Foreign
exchange
translation
difference
(a)
Fair value
gain/(loss)
based on local
currency
valuations (b)
1.406.338
(444.110)
(798.325)
1
515.657
-
-
-
(455.560)
1.921.996
(444.110)
(1.253.885)
Warehouse
9.710.000
1.345
8.655
Office
Residential
Land & Resi
Retail
-
-
-
-
-
-
-
9.710.000
-
1.345
-
-
-
-
8.655
(6.700.000)
-
(10.215.000)
(1.320.000)
(18.235.000)
11.631.996
(442.765)
(1.245.230)
(18.235.000)
Carrying
amount as at
31/12/2021
Fair Value movements
Foreign
exchange
translation
difference
(a)
Fair value
gain/(loss)
based on local
currency
valuations (b)
2.648.773
297.620
(93.835)
1
67.683
(964.178)
971.217
(1.019)
75.740
3.619.991
364.284
(982.273)
-
-
-
-
-
-
-
-
-
-
Warehouse
9.700.000
(159.294)
(240.706)
Office
6.700.000
(107.164)
107.164
Residential
Land & Resi
Retail
-
(4.438)
4.438
(277.458)
10.215.000
1.320.000
(197.765)
(22.336)
27.935.000
(490.997)
452.062
(95.664)
227.294
(2.314.297)
(2.591.755)
TOTAL
31.554.991
(126.713)
(754.979)
(2.591.755)
Disposals 2021
Asset Value at the Beginning of the period or at
Acquisition/Transfer date
Transfer to
Assets held
for sale
Additions
2021
Carrying
amount as at
31/12/2020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.648.773
1
971.217
3.619.991
9.700.000
6.700.000
-
10.215.000
1.320.000
27.935.000
31.554.991
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.444.988
896.496
896.496
4.237.980
10.100.000
6.700.000
124.958
152.500
-
-
12.275.000
1.438.000
124.958
30.665.500
124.958
34.903.480
Discontinued Operations
Due to the situation in Ukraine and the associated uncertainty, the Management has decided in H1 2022 to proceed with valueing those
assets 50% lower than the values provided by the third-party valuers (CBRE Ukraine), and in turn decided to keep the same values in
current period. As a result, the Ukrainian assets contribute €1,9 million in Group’s assets, as compared to €3,1 million provided by the
valuers and €3,6 million in 2021 accounts.
The two components comprising the fair value movements are presented in accordance with the requirements of IFRS in the
consolidated statement of comprehensive income as follows:
a. The translation loss due to the devaluation of local currencies of €442.765 (a) (2021: loss €126.713) is presented as part of the
exchange difference on translation of foreign operations in other comprehensive income in the statement of comprehensive
income and then carried forward in the Foreign currency translation reserve; and,
b. The fair value loss in terms of the local functional currencies amounting to €1.245.230 (b) (2021: loss €754.979), is presented as
Valuation gains/(losses) from investment properties in the statement of comprehensive income and is carried forward in
Accumulated losses.
CONSOLIDATED FINANCIAL STATEMENTS 2022|64
19. Investment Property (continued)
19.3 Investment Property Carrying Amount per asset as at the reporting date
The table below presents the values of the individual assets as appraised by the appointed valuer as at the reporting date.
Asset Name
Location
Principal
Operation
Related
Companies
Carrying amount as at
31 Dec 2022
Continued
operations
€
31 Dec 2022
Discontinued
operations
€
31 Dec 2021 31 Dec 2021
Discontinued
operations
€
Continued
operations
€
Kiyanovskiy
Residence
Tsymlyanskiy
Residence
Rozny Lane
Total Ukraine
Innovations
Logistics Park
EOS Business
Park
Kindergarten
Podil,
Kiev City
Center
Podil,
Kiev City
Center
Brovary
district, Kiev
Clinceni,
Bucharest
Land for
residential
Development
Land for
residential
Development
Land for
residential
Development
Warehouse
Bucharest
Office building
Bucharest
Retail
Residential
Portfolio
Bucharest
Residential
apartments
GreenLake
Bucharest
Residential
villas (2 villas)
&
Land for
Residential
Development
-
-
-
-
-
-
-
-
-
1.406.338
1
515.657
1.921.996
9.710.000
-
-
-
-
LLC Aisi Ukraine
LLC Trade Center
LLC
Almaz‑Pres‑Ukraine
SC Secure Capital
Limited
Myrnes Innovations
Park Limited
Best Day Real
Estate Srl
Yamano Ltd
First Phase srl
Yamano Ltd
SPDI Real Estate
Srl
Secure II
Ketiza Ltd,
Ketiza Srl
Edetrio Holdings
Limited
Emakei Holdings
Limited
Iuliu Maniu Limited
Moselin
Investments srl
Rimasol Limited
Rimasol Real Estate
Srl
Ashor Ventures
Limited
Ashor Develpoment
Srl
Jenby Investments
Srl
Ebenem
Investments Srl
-
-
-
-
-
-
-
-
2.648.773
1
971.217
3.619.991
9.700.000
6.700.000
1.320.000
-
-
10.215.000
Total Romania
TOTAL
-
-
9.710.000
11.631.996
-
-
27.935.000
31.554.991
CONSOLIDATED FINANCIAL STATEMENTS 2022|65
19. Investment Property (continued)
19.4 Investment Property analysis
a.
Investment Properties
The following assets are presented under Investment Property: Innovations Logistics park, EOS Business Park(2021), Kindergarten in
GreenLake(2021) and GreenLake parcel K, as well as all the land assets namely Kiyanovskiy Residence, Tsymlyanskiy Residenceand
Rozny Lane in Ukraine, and GreenLake in Romania
At 1 January
Additions
Disposal of Investment Property
Revaluation (loss)/gain on investment property
Translation difference
At 31 December
31 Dec 2022
31 Dec 2022
31 Dec 2021
31 Dec 2021
Continued
operations
€
Discontinued
operations
(Note 9)
€
Continued
operations
€
Discontinued
operations
(Note 9)
€
-
-
-
-
-
-
31.554.991
-
(18.235.000)
(1.245.230)
(442.765)
11.631.996
-
-
-
-
-
-
34.903.480
124.958
(2.591.755)
(754.979)
(126.713)
31.554.991
Disposals of Investment Properties represent the sale of EOS, Kindergarten, GreenLake Phase 2 land, and apartments and parking
spaces in Residential Portfolio and villas in GreenLake parcel K.
19.5 Investment Property valuation method presentation
In respect of the Fair Value of Investment Properties the following table represents an analysis based on the various valuation methods.
The different levels as defined by IFRS have been defined as follows:
-
-
-
Level 1 relates to quoted prices (unadjusted) in active and liquid markets for identical assets or liabilities.
Level 2 relates to inputs other than quoted prices that are observable for the asset or liability indirectly (that is, derived from
prices). Level 2 fair values of investment properties have been derived using the market value approach by comparing the
subject asset with similar assets for which price information is available. Under this approach the first step is to consider the
prices for transactions of similar assets that have occurred recently in the market. The most significant input into this valuation
approach is price per sqm.
Level 3 relates to inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
Level 3 valuations have been performed by the external valuer using the income approach (discounted cash flow) due to the
lack of similar sales in the local market (unobservable inputs).
To derive Fair Values the Group has adopted a combination of income and market approach weighted according to the predominant
local market and economic conditions.
Fair value measurements at 31 Dec 2022 (€)
(Level 1)
(Level 2)
(Level 3)
Total
Recurring fair value measurements
Tsymlyanskiy Residence – Podil, Kiev City Center*
Kiyanovskiy Residence – Podil, Kiev City Center*
Rozny Lane – Brovary district, Kiev oblas*t
Innovations Logistics Park – Bucharest
Totals
-
-
-
-
-
1
1.406.338
515.657
-
1.921.996
-
-
-
9.710.000
9.710.000
1
1.406.338
515.657
9.710.000
11.631.996
Fair value measurements at 31 Dec 2021 (€)
(Level 1)
(Level 2)
(Level 3)
Total
Recurring fair value measurements
Tsymlyanskiy Residence – Podil, Kiev City Center*
Kiyanovskiy Residence – Podil, Kiev City Center*
Rozny Lane – Brovary district, Kiev oblast*
Innovations Logistics Park – Bucharest
EOS Business Park – Bucharest, City Center
GreenLake – Bucharest
Kindergarten - Bucharest
Totals
1
-
2.648.773
-
971.217
-
-
-
-
-
-
10.215.000
-
-
- 13.834.991
-
-
-
9.700.000
6.700.000
-
1.320.000
17.720.000
1
2.648.773
971.217
9.700.000
6.700.000
10.215.000
1.320.000
31.554.991
CONSOLIDATED FINANCIAL STATEMENTS 2022|66
19. Investment Property (continued)
19.5 Investment Property valuation method presentation (continued)
* Due to the situation in Ukraine and the associated uncertainty, the Management has decided from H1 2022 to proceed with valueing
those assets lower than the current values as provided by the third-party valuers (CBRE Ukraine). As a result, the Ukrainian assets
contribute €1,9 million in Group’s assets, as compared to €3,1 million provided by the valuers and €3,6 million in 2021 accounts.
The table below shows yearly adjustments for Level 3 investment property valuations:
Level 3 Fair value
measurements at 31 Dec
2022 (€)
Innovations Logistics
Park
EOS Business Park
Kindergarten
Total
Opening balance
Profit/(loss) on revaluation
Disposal
Translation difference
Closing balance
9.700.000
6.700.000
1.320.000
17.720.000
8.655
-
-
8.655
-
(6.700.000)
(1.320.000)
(8.020.000)
1.345
9.710.000
-
-
-
-
1.345
9.710.000
Level 3 Fair value
measurements at 31 Dec
2021 (€)
Innovations Logistics
Park
EOS Business Park
Kindergarten
Total
Opening balance
Profit/(loss) on revaluation
Translation difference
Closing balance
10.100.000
6.700.000
1.438.000
18.238.000
(240.706)
(159.294)
9.700.000
107.164
(107.164)
6.700.000
(95.664)
(229.206)
(22.336)
1.320.000
(288.794)
17.720.000
Information about Level 3 Fair Values is presented below:
Innovations
Logistics Park –
Bucharest
EOS Business Park –
Bucharest, City
Center
Kindergarten
Fair value at
31 Dec 2022
Fair value at
31 Dec 2021
Valuation
technique
Unobservable
inputs
Relationship of unobservable
inputs to fair value
€
9.710.000
€
9.700.000
€
Income approach
€
Future rental income
and costs for 10
years, discount rate
€
The higher the rental income the
higher the fair value. The higher the
discount rate, the lower fair value
-
-
6.700.000
Income approach
Future rental income
and costs for 10
years, discount rate
The higher the rental income the
higher the fair value. The higher the
discount rate, the lower fair value
1.320.000
Income approach
Future rental income
and costs of discount
rate, vacancy rate
The higher the rental income the
higher the fair value. The higher the
discount rate and the vacancy rate,
the lower fair value
Total
9.710.000
17.720.000
CONSOLIDATED FINANCIAL STATEMENTS 2022|67
20. Investment Property Acquisitions, Goodwill Movement and Disposals
20.1 Acquisition of asset
Based on the relevant agreement in 2021, the Company, in February 2022, acquired 50% of the share capital of Equardo Limited, an
SPV holding stake in Victoria City (Vic City) project in Bucharest. The participation took place through a share capital increase of the
order of € 8.000, where the remaining shareholders waived their right to participate. Vic City is a land plot in north Bucharest on
Bucuresti Noi Boulevard near a metro station, where a commercial mixed used center was to be developed. The project was to be
contributed to SPDI by its promoters at the time, but neither its development nor its contribution progressed due to other priorities.
SPDI participated in Equardo Limited so as to retain some of the value originally destined to be part of its asset portfolio.
20.2 Disposals of subsidiaries and associates
20.2.1 (A) Disposal of EOS Bussiness Park
Following relevant SPA signed in June 2021 and as part of Stage 2 of the transaction with Arcona, during in June 2022 the Company
closed the agreement for the disposal of the Romanian SPV which owns the EOS Business Park asset in Bucharest. In exchange for
the sale the Company received 116.688 new ordinary shares in Arcona and 28.125 warrants over shares in Arcona.
ASSETS
Non-current assets
Investment properties
Other non-current assets
Current assets
Prepayments and other current assets
Cash and cash equivalents
Total Assets
LIABILITIES
Interest bearing borrowings
Other liabilities
Total Liabilities
NET ASSET
Consideration:
Shares in Arcona
€
6.700.000
41.674
6.741.674
72.198
49.783
121.981
6.863.655
3.347.799
44.372
3.392.171
3.471.484
1.386.249
Loss on Disposal
(2.085.235)
In view of closing the transaction with Arcona for EOS, the Company entered in December 2021 into a new loan facility for re-financing
the previous leasing contract of the asset, securing a net amount of ~€800k which was used to partially re-pay the shareholder loan
provided by the Company to the relevant SPV before the closing of the transaction with Arcona.
20.2.1 (B) Disposal of Associate Lelar Holdings Limited (Note 21)
During 2022 and as part of Stage 2 of the transaction with Arcona, the Company sold Lelar Holdings Limited, the Cypriot holding
company associated with Delea Nuova asset in Bucharest. In exchange of the transfer, the Company received 362.688 new ordinary
shares in Arcona and 87.418 warrants over shares in Arcona, while at the same time the parties agreed that the already declared
dividends by Lelar Holding Limited will be allocated and paid to the Company. The relevant amount of such dividends corresponding to
the transferred ownership stake of 24,35% was €298k which has already been collected by the Company.
Value of associate at date of Disposal
(Note 21)
Consideration:
Shares in Arcona
Loss on Disposal
€
5.178.669
4.292.953
(885.716)
CONSOLIDATED FINANCIAL STATEMENTS 2022|68
20. Investment Property Acquisitions, Goodwill Movement and Disposals (continued)
20.2 Disposals of subsidiaries and associates (continued)
20.2.1 (C) Disposal of Kindergarden
ASSETS
Non-current assets
Investment properties
Current assets
Prepayments and other current assets
Cash and cash equivalents
Total Assets
LIABILITIES
Interest bearing borrowings
Other liabilities
Total Liabilities
NET ASSET
Net share of the group 50%
Consideration:
Cash
Net off debt between the parties
Total Consideration
Loss on Disposal
€
1.320.000
16.369
2.308
1.338.677
628.063
14.214
642.277
696.400
348.200
130.750
44.250
175.000
(173.200)
The Company honouring certain commitment made in the past during the restructuring of the holdings of Green Lake project, proceeded
to the sale of its 50% stake in Kindergarten asset in Greenlake, Bucharest. The consideration of the transaction was set at €175.000
plus release of available company’s cash pledged by the Bank.
20.2.1 (D) Disposal of GreenLake Phase II land
Rimasol SRL
Rimasol LTD
Ashor SRL
Ashor LTD
Ebenem SRL
Jenby SRL
Total
€
€
€
€
€
€
€
808.000
-
1.510.000
ASSETS
Non-current assets
Investment properties
Current assets
Prepayments and other current
assets
Cash and cash equivalents
Total Assets
LIABILITIES
Interest bearing borrowings
Other liabilities
Total Liabilities
NET ASSET
Group % Holding
Net share of the group
Consideration:
Cash
Variable Compensation
Total Consideration
Loss on Disposal
5.789
62
813.851
623
31.622
32.245
781.606
70,56%
551.501
-
-
-
-
-
4.626
4.626
612.000
2.562.000
5.492.000
3.406
8.644
136.534
44
40
19.128
615.450
2.570.684
5647.662
12.239
16.801
19.757
25.773
29.040
45.530
34.174
199.817
233.991
-
-
-
-
94.736
118.695
18.982
1.647.677
1.555
26.259
94.736
27.814
(94.736)
1.619.863
(4.626)
586.410
2.525.154
5.416.671
70,56%
44,24%
44,24%
44,30%
44,30%
(66.846)
716.627
(2.047)
259.780
1.118.643
2.577.658
400.000
450.000
850.000
(1.727.658)
CONSOLIDATED FINANCIAL STATEMENTS 2022|69
20. Investment Property Acquisitions, Goodwill Movement and Disposals (continued)
20.2 Disposals of subsidiaries and associates (continued)
During the period, in an effort to accelerate monetization of assets that were to be part of Stage 3 of the transaction with Arcona, and
since the discussions with Arcona took much longer than expected and negotiations on their valuation did not conclude, the Company
proceeded with monetization of the remaining GreenLake land plots. The remaining land portfolio was not zoned for development and
its disposal resulted also to the settlement, after prolonged negotiations with neighbouring land owners, of an ongoing overlapping
dispute over the GreenLake land at a cost of ~€500k gross.
Total losses on Disposal (A) & (B) & (C) & (D)
(4.871.809)
20.2.2 Disposal of Victini Holdings Limited
On 7 December 2021, the Company proceeded to the sale of Victini Holdings Limited to a 3rd party. Before the sale, Victini Holdings
Limited declared dividends of €175.500 for all previous financial years. The subsidiary company was idle since December 2019 when its
own Greek subsidiary which held the warehouse in Greece was sold.
21. Investments in associates
31 Dec 2022
31 Dec 2022
31 Dec 2021
31 Dec 2021
Continued
operations
€
Discontinued
operations
€
Continued
operations
€
Discontinued
operations
€
Cost of investment in associates at the beginning of the
period
Acquisition of Investment in associates
Share of profits /(losses) from associates (Note 9)
Dividend Income
Disposal of Investment (Note 20.2.1 B)
Foreign exchange difference
Total
-
9.041
(9.040)
-
-
-
1
5.476.576
335.533
(297.906)
(5.178.669)
-
335.534
-
-
-
-
-
-
-
5.071.656
-
344.746
(198.137)
-
258.311
5.476.576
During 2022 the Company acquired 50% of the share capital of Equardo Holdings Limited, an SPV holding stake in Victoria City (Vic
City) project in Bucharest. The participation took place through a share capital increase of the order of €8.000. Vic City is a plot of land
for development in north Bucharest on Bucuresti Noi Boulevard near the metro station, where a commercial mixed use center was to
be developed. The project was to be contributed to SPDI by its promoters at the time, but neither its development nor its contribution
progressed due to other priorities. SPDI participated in Equardo Holdings Limited so as to retain some of the value originally destined
to be part of its asset portfolio.
Dividend Income reflects dividends declared by Lelar Holdings Limited the holding SPV of Delea Nuova building, where the Group used
to hold a 24,35% participation. The associate was sold during 2022 with the declared dividends agreed to be paid to the Company
(Note 20.2.1 B).
The share of profit from the associate GreenLake Development Srl and Equardo Holdings Limited were limited up to the interest of the
Group in the associate.
As at 31 December 2022, the Group’s interests in its associates and their summarised financial information, including total assets at fair
value, total liabilities, revenues and profit or loss, were as follows:
Project
Name
Associates
Total assets
Total
liabilities
Profit/
(loss)
Holding
Share of
profits from
associates
Country Asset type
€
€
€
%
€
Delea Nuova
Project
GreenLake
Project –
Phase A
Vic City
Project
Total
Lelar Holdings
Limited and S.C.
Delenco
Construct Srl
GreenLake
Development Srl
Equardo
Holdings
Limited
-
-
-
-
- Romania
3.296.244
(2.960.711)
3.436.512
40,35
335.533 Romania
Office
building
Residential
assets
267.600
(259.831)
(18.082)
50
(9.040) Romania
Land
3.563.844 (3.220.542) 3.418.430
326.493
CONSOLIDATED FINANCIAL STATEMENTS 2022|70
21. Investments in associates (continued)
As at 31 December 2021, the Group’s interests in its associates and their summarised financial information, including total assets at fair
value, total liabilities, revenues and profit or loss, were as follows:
Project
Name
Delea
Nuova
Project
GreenLake
Project –
Phase A
Total
Associates
Total assets
Total
liabilities
Profit/
(loss)
Holding
Country Asset type
Share of
profits from
associates
€
€
€
%
€
Lelar Holdings
Limited and
S.C. Delenco
Construct Srl
GreenLake
Development
Srl
22.927.561
(440.187)
1.415.561
24,35
344.746 Romania
5.447.484
(7.752.870)
1.503.720
40,35
- Romania
28.375.045
(8.193.057)
2.919.281
344.746
Office
building
Residential
assets
23. Tangible and intangible assets
As at 31 December 2022 the tangible non-current assets under continued operations were comprised mainly by electronic equipment
(mobiles, computers etc.) of a net value of €816 (2021: €1.628).
As at 31 December 2022 the tangible non-current assets under discontinued operations mainly consisted of the machinery and
equipment used for servicing the Group's investment properties in Ukraine and Romania amount to €32.244 (2021: €81.144).
Accumulated depreciation as at the reporting date amounts to €32.224 (2021: €69.156).
24. Long Term Receivables and prepayments
Long Term Receivables
Total
31 Dec 2022
Continued
operations
31 Dec 2022
Discontinued
operations
31 Dec 2021
Continued
operations
31 Dec 2021
Discontinued
operations
€
824
824
€
315.000
315.000
€
824
824
€
333.263
333.263
Long term receivables under discontiniued operations mainly include the cash collateral existing in favor of Piraeus Leasing in relation
to Innovations asset.
25. Prepayments and other current assets
Trade and other receivables
VAT and other tax receivables
Deferred expenses
Receivables due from related parties
Loan receivables from 3rd parties
Loan to associates (Note 39.4)
Allowance for impairment of prepayments and other
current assets
Total
31 Dec 2022
Continued
operations
31 Dec 2022
Discontinued
operations
31 Dec 2021
Continued
operations
31 Dec 2021
Discontinued
operations
€
603.257
132.771
-
75.095
3.463.985
-
€
1.019.634
52.836
128
195.115
-
229.629
€
498.869
199.808
-
44.084
3.825.949
9.351
€
576.656
127.550
433
516.631
-
310.966
(121.946)
4.153.162
(229.629)
1.267.713
(67.680)
4.510.381
(292.208)
1.240.028
Trade and other receivables mainly include receivables from tenants and prepayments made for services. The increase during the year
in discontinued operations resulted from advances provided to partners in relation to GreenLake Parcel K assets, for which there is a
plan to be matched by relevant distribution of dividends to the partners during 2023.
VAT receivable represent VAT which is refundable in Romania, Cyprus and Ukraine.
Deferred expenses include legal, advisory, consulting and marketing expenses.
CONSOLIDATED FINANCIAL STATEMENTS 2022|71
25. Prepayments and other current assets (continued)
Receivables due from related parties represent all kind of receivables from related parties of the Group mainly associated with the
GreenLake project.
Loan receivables from 3rd parties include an amount of €3.404.467 (2021: € 3.825.949) provided as an advance payment for acquiring
a participation in an investment property portfolio (Olympians portfolio) in Romania. The accrued interest was €59.517 (2021: €0). The
loan provided initially with a convertibility option which was not exercised. The loan is bearing a fixed interest rate of 10%. In August
2022 the Company signed with the borrower a Shareholders Agreement for a joint venture for developing logistics properties in Romania.
As part of this agreement the Company will convert €2,5 million of the loan into a 50% equity stake of the joint venture company. The
objective of this new company, in which borrower is contributing €2,5 million in equity funds too, is to develop a portfolio of logistics
properties in Romania with a view of letting them to third party tenants in a market that has very low vacancy and has shown substantial
strength and resilience in recent years. The remaining part of the Olympians Loan is being repaid in regular intervals and is expected
to be fully repaid to the Company by the end of 2023.
Loan to associates reflects a loan receivable from GreenLake Development Srl, holding company of GreenLake Project-Phase A (Notes
21 and 39.4).
26. Financial Assets at FV through P&L
The table below presents the analysis of the balance of Financial Assets at FV through P&L in relation to the continued operations of
the Company:
Arcona shares
Aquired Arcona shares
FV change in Arcona shares
Arcona shares at reporting date
Warrants over Arcona shares
Aquired Arcona Warrants
FV change in warrants
Arcona warrants at reporting date
Total Financial Assets at FV
FV change in Arcona shares
FV change in warrants
31 Dec 2021
€
7.330.145
5.679.202
(1.089.317)
11.920.030
31 Dec 2021
€
6.783.642
-
546.503
7.330.145
140.577
3
18.198
158.778
3.602
-
136.975
140.577
12.078.808
7.470.722
(1.089.317)
18.198
546.503
136.975
Fair Value (loss)/ gain on Financial Assets at FV through P&L
(1.071.119)
683.478
The Company received during 2019 and 2020 593.534 Arcona shares as part of the completion of Stage 1 of the transaction with
Arcona, for the sale of Bella and Balabino assets in Ukraine, and the Boyana asset in Bulgaria. During the current period the Company
received 479.376 additional shares in Arcona as part of Stage 2 of the transaction with Arcona, for the sale of EOS and Delea Nuova
assets in Romania.
At the end of the reporting period the shares are revalued at their fair value based on the NAV per share of Arcona at the same date,
and as a result a relevant fair value loss of €1.089.317 (2021: gain €546.503) is recognized.
On top of the aforementioned shares, the Company received for the sale of Bella and Balabino assets, 67.063 warrants over shares in
Arcona for a consideration of EUR 1, and 77.021 warrants over Arcona shares for the sale of Boyana for a consideration of EUR 1. The
warrants are exercisable upon the volume weighted average price of Arcona shares traded on a regulated market at €8,10 or higher.
Moreover, during the current period the Company received 28.125 warrants over shares in Arcona for the sale of EOS asset, and 87.418
warrants over shares in Arcona for the sale of Delea Nuova asset for a total consideration of €3. These warrants are exercisable upon
the volume weighted average price of Arcona shares traded on a regulated market at €7,2 or higher.
At year end, the warrants are re-valued to fair value and as a result a relevant gain of €18.198 (2021: gain €136.975) is recognized.
The terms and assumptions used for such warrant re-valuation are:
Current stock price (as retrieved from Amsterdam Stock Exchange): EUR 5,9 per share
•
•
•
•
•
Strike price of the warrants: EUR 8,10 and EUR 7,20 per share
Expiration date: 1 November 2024, 25 March 2027, 15 June 2027
Standard deviation of stock price: 21,61%
Annualized dividend yield on shares: 0%
5 year Government Bond rate (weighted average rate of Government Bonds of countries that Arcona is exposed): 5,629%
CONSOLIDATED FINANCIAL STATEMENTS 2022|72
27. Cash and cash equivalents
Cash and cash equivalents represent liquidity held at banks.
Cash with banks in USD
Cash with banks in EUR
Cash with banks in UAH
Cash with banks in RON
Cash with banks in GBP
Total
28. Share capital
Number of Shares during 2022 and 2021
Authorised
Ordinary shares of €0,01
Total ordinary shares
RCP Class A Shares of €0,01
RCP Class B Shares of €0,01
Total redeemable shares
Issued and fully paid
Ordinary shares of €0,01
Total ordinary shares
Total
Nominal value (€) for 2021 and 2020
€
Authorised
Ordinary shares of €0,01
Total ordinary shares
RCP Class A Shares of €0,01
RCP Class B Shares of €0,01
Total redeemable shares
Issued and fully paid
Ordinary shares of €0,01
Total ordinary shares
Total
28.1 Authorised share capital
31 Dec 2022
31 Dec 2022
31 Dec 2021
31 Dec 2021
Continued
operations
Discontinued
operations
Continued
operations
Discontinued
operations
€
1.472
38.704
395
25.710
289
66.570
€
7.734
80.151
813
196.130
-
284.828
€
15.778
2.081.700
84
62.841
173
2.160.576
€
-
7.872
1.826
384.972
-
394.670
31 December 2022
31 December 2021
989.869.935
989.869.935
-
8.618.997
8.618.997
989.869.935
989.869.935
-
8.618.997
8.618.997
129.191.442
129.191.442
129.191.442
129.191.442
129.191.442
129.191.442
31 December 2022
31 December 2021
9.898.699
9.898.699
-
86.190
86.190
1.291.281
1.291.281
1.291.281
9.898.699
9.898.699
-
86.190
86.190
1.291.281
1.291.281
1.291.281
The authorised share capital of the Company as at the date of issuance of this report is as follows:
a) 989.869.935 Ordinary Shares of €0,01 nominal value each,
b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3).
28.2 Issued Share Capital
As at the end of 2022, the issued share capital of the Company was as follows:
a) 129.191.442 Ordinary Shares of €0,01 nominal value each,
b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each, cancelled during 2018 as per the Annual General
Meeting decision of 29 December 2017 (Note 28.3),
c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.
CONSOLIDATED FINANCIAL STATEMENTS 2022|73
28. Share capital (continued)
28.2 Issued Share Capital (continued)
In respect of the Redeemable Preference Class B Shares, issued in connection to the acquisition of Craiova Praktiker, following the
holders of the shares notifying the Company their intent to redeem within 2016, the Company:
- in lieu of redemption the Company gave its 20% holding in Autounion (Note 28.3) in October 2016, to the Craiova Praktiker
seller BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. and final settlement for any resulting difference is
expected to be provided by Cypriot Courts (Note 40.3). As soon as the case is settled, the Company will proceed with the
cancellation of the Redeemable Preference Class B Shares.
On 24th December 2019 the Company proceeded with the issue of 1.920.961 new Ordinary Shares as follows:
i.
ii.
iii.
iv.
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.
437.676 new Ordinary Shares to directors of the Company in lieu of H1 2019 and before H2 2016 fees.
200.000 new Ordinary Shares to certain advisor in lieu of cash fees for financial advisory services rendered in
2019.
64.285 new Ordinary Shares to certain executive of the Company in lieu of cash fees for services rendered in
2018.
Following shares issuance completed within 2019, the issued share capital of the Company as at the date of issuance of this report is
as follows:
a) 129.191.442 Ordinary Shares of €0,01 nominal value each,
b) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each, (Note 28.3).
28.3 Capital Structure as at the end of the reporting period
As at the reporting date the Company's share capital is as follows:
Number of
Ordinary shares of €0,01
Total number of Shares
Total number of Shares
Options
Issued and Listed on AIM
Non-Dilutive Basis
Full Dilutive Basis
-
(as at) 31 December
2022
129.191.442
129.191.442
129.191.442
(as at) 31 December
2021
129.191.442
129.191.442
129.191.442
-
-
Redeemable Preference Class B Shares
The Redeemable Preference Class B Shares, issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. as part of the
Praktiker Craiova asset acquisition do not have voting rights but have economic rights at par with ordinary shares. As at the reporting
date all of the Redeemable Preference Class B Shares have been redeemed but the Company is in legal proceedings with the holder in
respect of a final settlement (Notes 33, 40.3).
29. Foreign Currency Translation Reserve
Exchange differences relate to the translation from the functional currency to EUR of Group’s subsidiaries’ accounts and are recognized
by entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents unrealized
profits or losses related to the appreciation or depreciation of the local currencies against EUR in the countries where Company’s
subsidiaries’ functional currencies are not EUR. The Company had €692.906 loss on foreign exchange losses/gains on translation due
to presentation currency for 2022, in comparison to €64.299 relevant gain in 2021.
CONSOLIDATED FINANCIAL STATEMENTS 2022|74
30. Non-Controlling Interests
Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:
%
Group Company
LLC Almaz-Press-Ukraine
Ketiza Holdings Limited
Ketiza Real Estate Srl
Ram Real Estate Management Limited
Iuliu Maniu Limited
Moselin Investments Srl
Rimasol Enterprises Limited
Rimasol Real Estate Srl
Ashor Ventures Limited
Ashor Development Srl
Jenby Ventures Limited
Jenby Investments Srl
Ebenem Limited
Ebenem Investments Srl
SPDI Real Estate Srl
31. Borrowings
Non-controlling interest
portion
31 Dec 2022
45,00
10,00
10,00
50,00
55,00
55,00
-
-
-
-
55,70
-
55,70
-
-
31 Dec 2021
45,00
10,00
10,00
50,00
55,00
55,00
29,44
29,44
55,76
55,76
55,70
55,70
55,70
55,70
50,00
Project
31 Dec 2022
Continued
operations
€
31 Dec 2022
Discontinued
operations
€
31 Dec 2021
Continued
operations
€
31 Dec 2021
Discontinued
operations
€
Principal of bank Loans
Piraeus Bank SA
Bancpost SA
Patria bank
Loans from other 3rd parties
and related parties (Note 39.5)
Overdrafts
Total principal of bank and
non-bank Loans
Interest accrued on bank loans
Interests accrued on non-bank
loans(Note 39.5)
Total
Current portion
Non-current portion
Total
Continued Operations
Land banking
Kindergarten – SPDI
RE
First Phase
-
-
-
2.525.938
-
-
-
-
-
2.525.938
510.188
3.500.000
183.140
1.048
502.130
-
502.130
-
95.227
597.357
2.314
17
1.587.128
-
2.528.269
1.492.923
1.587.128
-
6.720.314
1.251.191
-
4.021.192
116.438
1.703.566
51.394
8.022.899
31 Dec 2022
Continued
operations
€
-
597.357
597.357
31 Dec 2022
Discontinued
operations
€
4.021.192
-
4.021.192
31 Dec 2021
Continued
operations
€
31 Dec 2021
Discontinued
operations
€
1.577.500
126.066
1.703.566
3.787.614
4.235.285
8.022.899
Loans from other 3rd parties and related parties under continued operations include among others:
Α) Loans from 3 Directors of €375k provided as bridge financing for future property acquisitions. The loans used to bear interest 8%
annually (Note 39.5) and were fully repaid during 2023.
B) Safe Growth Investments, a third party company, provided a loan of €1m to the Company in November 2020 to be used for general
working capital purposes. The loan used to bear interest of 5,35% per annum and was fully repaid in April 2022.
CONSOLIDATED FINANCIAL STATEMENTS 2022|75
31. Borrowings (continued)
Discontinued Operations
SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank for the acquisition of
the GreenLake land in Bucharest Romania. As at the end of the reporting period the balance of the loan was €2.525.938 plus accrued
interest €1.492.923 and bears interest of EURIBOR 3M plus 5% plus the Greek law 128/75 0,6% contribution. During September 2019,
the company received a termination notice from Piraeus Bank and a payment order from court in relation to this loan, and currently
relevant discussions with the Bank are taking place for a mutual agreed solution.
N-E Real Estate Park First Phase Srl entered in December 2021 into a loan agreement with Patria Bank for a credit facility of €3.500.000
used to refinance the Leasing Contract with Alpha Leasing and to repay some of shareholders loans. As at the end of 2021 the balance
of the loan was €3.500.000 and bears interest of EURIBOR 3M plus 3,5%. The repayment is done in monthly installments of principal
plus interest. A collateral deposit of €265.000 will be made in monthly installments of €5.000, during the period January 2022 – May
2026. The loan has the maturity date in December 2031 and was secured by a first rank mortgage over EOS building and mortgage
over the company’s bank accounts and receivables. The SPV has been sold during 2022 to Arcona and as such the loan has also been
transferred.
SPDI Real Estate Srl (Kindergarten) has a loan agreement with Bancpost SA Romania. As at 30 June 2022 the balance of the loan was
€478.666 and bears interest of Euribor 3m plus 4,6% per annum. The loan is repayable by 2027. During 2022 the SPV was sold and
therefore the loan has also been transferred.
Loans from other 3rd parties and related parties under discontinued operations includes borrowings from non-controlling interest parties.
During the last nine years and in order to support the GreenLake project the non-controlling shareholders of Moselin Investments Srl
and SPDI Real Estate SRL (other than the Group) have contributed their share of capital injections by means of shareholder loans. The
loans bear interest 4% annually.
32. Bonds
The Company in order to acquire up to a 50% interest in a portfolio of fully let logistics properties in Romania, the Olympians Portfolio,
issued a financial instrument, 35% of which consists of a convertible bond and 65% of which is made up of a warrant. The convertible
loan element of the instrument which was in the value of €723.690 (2021: €1.033.842) bears a 6,5% coupon, has a 7 year term and is
convertible into ordinary shares of the Company at the option of the holder at 25p. starting from 1 January 2018.
33. Trade and other payables
The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.
Payables to third parties
Payables to related parties
Deferred income from tenants
Accruals
Pre-sale advances (Advances received for sale of
properties)
Total
Current portion
Non-current portion
Total
31 Dec 2022
Continued
operations
€
3.070.074
495.157
-
68.827
31 Dec 2022
Discontinued
operations
€
389.462
13.883
7.840
20.122
31 Dec 2021
Continued
operations
€
3.303.545
881.763
-
87.735
31 Dec 2021
Discontinued
operations
€
564.810
218.359
7.839
206.384
97.711
3.731.769
431.307
123.080
4.396.123
-
997.392
31 Dec 2022
Continued
operations
€
3.731.769
-
3.731.769
31 Dec 2022
Discontinued
operations
€
7.840
423.467
431.307
31 Dec 2021
Continued
operations
€
4.396.123
-
4.396.123
31 Dec 2021
Discontinued
operations
€
989.553
7.839
997.392
Payables to third parties represents: a) payables due to Bluehouse Capital (under continued operations) as a result of the Redeemable
Convertible Class B share redemption (Note 28.3) which is under legal proceedings for a final settlement (Note 40.3) , b) amounts
payable to various service providers including auditors, legal advisors, consultants and third party accountants related to the current
operations of the Group, and c) guarantee amounts collected from tenants.
Payables to related parties under continued operations represent amounts due to directors and accrued management remuneration
(Note 39.2). Payables to related parties under discontinued operations represent payables to non-contolling intetest shareholders.
Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities charges.
Accruals mainly include the accrued, administration fees, accounting fees, facility management and other fees payable to third parties.
CONSOLIDATED FINANCIAL STATEMENTS 2022|76
33. Trade and other payables (continued)
Pre-sale advances reflect the advance received in relation to Kiyanovskiy Residence pre-sale agreement, which upon non closing of the
said sale, part of which will be returned to the prospective buyer.
34. Deposits from Tenants
Deposits from tenants non-current
Total
31 Dec 2022
Continued
operations
€
31 Dec 2022
Discontinued
operations
€
31 Dec 2021
Continued
operations
€
31 Dec 2021
Discontinued
operations
€
-
-
23.002
23.002
-
-
64.231
64.231
Deposits from tenants appearing under non-current liabilities include the amounts received from the tenants in Innovations Logistics
Park, EOS Business Park and tenants in residential assets as advances/guarantees and are to be reimbursed to those at the expiration
of the lease agreements.
35. Taxation
Corporate income tax – non current
Defence tax – non current
Tax provision – non current
Non- current
Corporate income tax - current
Other taxes including VAT payable - current
Current
Total Provisions and Taxes Payables
31 Dec 2022
Continued
operations
€
165.817
14.252
399.450
579.519
30.631
6.943
37.574
617.093
31 Dec 2022
Discontinued
operations
€
41.981
-
-
41.981
12.064
130.182
142.246
184.227
31 Dec 2021
Continued
operations
€
200.295
27.385
399.450
627.130
127.528
128.909
256.437
883.567
31 Dec 2021
Discontinued
operations
€
52.221
-
-
52.221
9.085
182.004
191.089
243.310
Corporate income tax represents taxes payable in Cyprus and Romania.
Other taxes represent local property taxes and VAT payable in Romania.
Prior year taxes due are under assessment from the tax consultants of the group for any possible adjustments and corrections to be
made. Following the assessment, the total liability as at 31 December 2022 is due to change.
36. Finance Lease Liabilities
As at the reporting date the finance lease liabilities consist of the non-current portion of €6.168.403 and the current portion of €57.527
(31 December 2021: €6.234.852 and €280.995, accordingly).
Discontinued operations
31 Dec 2022
Less than one year
Between two and five years
More than five years
Accrued Interest
Total Finance Lease Liabilities (Note 9d)
31 Dec 2021
Less than one year
Between two and five years
More than five years
Accrued Interest
Total Finance Lease Liabilities (Note 9d)
Note
42.2
&
42.6
Note
42.2
&
42.6
Minimum lease
payments
€
568.486
6.574.889
21.831
7.165.206
Minimum lease
payments
€
582.862
7.144.878
33.844
7.761.584
Interest
Principal
€
287.549
645.268
6.529
939.346
€
280.937
5.929.621
15.302
6.225.860
70
6.225.930
Interest
Principal
€
301.868
934.758
11.813
1.248.439
€
280.994
6.210.120
22.031
6.513.145
2.702
6.515.847
CONSOLIDATED FINANCIAL STATEMENTS 2022|77
36. Finance Lease Liabilities (continued)
36.1 Land Plots Financial Leasing
The Group holds land plots in Ukraine under leasehold agreements which in terms of the accounts are classified as finance leases. Lease
obligations are denominated in UAH. The fair value of lease obligations approximate to their carrying amounts as included above.
Following the appropriate discounting, finance lease liabilities are carried at €34.210 under current and non-current portion. The Group's
obligations under finance leases are secured by the lessor's title to the leased assets. Regarding Tsymlyanskiy, as of November 2021,
the Group had submitted properly the official request to the City of Kiev to extend the lease property for another 5 years, since the
Group has first extension rights over any other interested party. The first step in the process whereby the presiding committee of the
municipality, before the final approval by the City Council, did not place as too many other cases had accumulated which had time
priority over Group’s case. During the period between December 15th 2021 and January 20th of 2022, the committee did not convene
at all as is usual during holiday and vacation times. Once the holiday season was over, the main focus of the committee and the City
Council unfortunately were on issues not related to property lease extensions, but rather more pressing matters for the interests and
operational stability of the City of Kiev. From there on, all decisions have been put on hold due to the Russian insurgence of Ukraine.
We remain confident that we will be awarded the lease extension once the war status permits, and we continue calculate relevant
future lease obligations.
36.2 Sale and Lease Back Agreements
A.
Innovations Logistics Park
In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Real Estate Srl, through
a sale and lease back agreement with Piraeus Leasing Romania SA. As at the end of the reporting period the balance is €6.201.629
(2021: €6.481.637) , bearing interest rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches until 2026 with a
balloon payment of €5.244.926. At the maturity of the lease agreement and upon payment of the balloon Best Day Real Estate Srl will
become owner of the asset.
Under the current finance lease agreement the collaterals for the facility are as follows:
1. Best Day Real Estate Srl pledged its future receivables from its tenants.
2. Best Day Real Estate Srl pledged its shares.
3. Best Day Real Estate Srl pledged all current and reserved accounts opened in Piraeus Leasing, Romania.
4. Best Day Real Estate Srl was obliged to provide cash collateral in the amount of €250.000 in Piraeus Leasing Romania, which
had been deposited as follows, half in May 2014 and half in May 2015.
SPDI provided a corporate guarantee in favor of the Leasing company related to the liabilities of Best Day Real Estate Srl
arising from the sale and lease back agreement.
B. EOS Business Park
In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by the SPV N-E Real Estate Park First
Phase Srl, through a sale and lease back agreement with Alpha Bank Romania SA. The leasing facility borne an interest of 3M Euribor
plus 5,25% margin. During December 2021 the SPV re-paid fully the leasing facility and acquired the property, through a new loan from
Patria Bank of the order of €3,5 million, bearing an interest rate of 3M Euribor plus 3,5% margin. The SPV was sold during 2022 as part
of Stage 2 of the transaction with Arcona.
37. Earnings and net assets per share attributable to equity holders of the parent
a. Weighted average number of ordinary shares
Issued ordinary shares capital
Weighted average number of ordinary shares (Basic)
Diluted weighted average number of ordinary shares
b. Basic diluted and adjusted earnings per share
Earnings per share
Profit/(Loss) after tax attributable to owners of the parent
Basic
Diluted
c. Basic diluted and adjusted earnings per share from discontinued operations
Earnings per share
Loss after tax from discontinued operations attributable to owners of the parent
Basic
Diluted
31 Dec 2022
129.128.442
129.128.442
129.128.442
31 Dec 2021
129.128.442
129.128.442
129.128.442
31 Dec 2022
€
(1.240.385)
(0,01)
(0,01)
31 Dec 2021
€
184.405
0,00
0,00
31 Dec 2022
€
(8.416.600)
(0,06)
(0,06)
31 Dec 2021
€
(659.215)
(0,00)
(0,00)
CONSOLIDATED FINANCIAL STATEMENTS 2022|78
37. Earnings and net assets per share attributable to equity holders of the parent (continued)
d. Net assets per share
Net assets per share
Net assets attributable to equity holders of the parent
Number of ordinary shares
Diluted number of ordinary shares
Basic
Diluted
38. Segment information
31 Dec 2022
€
31 Dec 2021
€
13.111.260
129.191.442
129.191.442
0,10
0,10
23.253.524
129.191.442
129.191.442
0,18
0,18
All commercial and financial information related to the properties held directly or indirectly by the Group is being provided to members
of executive management who report to the Board of Directors. Such information relates to rentals, valuations, income, costs and capital
expenditures. The individual properties are aggregated into segments based on the economic nature of the property. For the reporting
period the Group has identified the following material reportable segments:
Commercial-Industrial
Warehouse segment –Innovations Logistics Park
Office segment - Eos Business Park – Delea Nuova (Associate)
Retail segment - Kindergarten of GreenLake
Residential
Residential segment
Land Assets
Land assets
There are no sales between the segments.
Segment assets for the investment properties segments represent investment property (including investment properties under
development and prepayments made for the investment properties). Segment liabilities represent interest bearing borrowings, finance
lease liabilities and deposits from tenants.
CONSOLIDATED FINANCIAL STATEMENTS 2022|79
38. Segment information (continued)
Continued Operations
Profit and Loss for the year 2022
Segment profit
Rental income (Note 10)
Service charges and utilities
income (Note 10)
Property Management
income (Note 10)
Impairment of financial
investments (Note 26)
Gain on disposal of
subsidiaries
Share of profit/loss of
associated (Note21)
Profit from discontinued
operation (Note 9b)
Segment profit
Administration expenses
(Note 12)
Other (expenses)/income,
net (Note 15)
Finance income (Note 16)
Interest expenses (Note 16)
Other finance costs (Note
16)
Profit from discontinued
operations (Note 9b)
Foreign exchange losses, net
(Note 17a)
Income tax expense (Note
18)
Exchange difference on I/C
loan to foreign holdings
(Note 29)
Total Comprehensive
Income
Warehouse
€
Office
€
Retail
€
Residential Land Plots
€
€
Corporate
€
Total
€
-
-
103.514
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
763.242
763.242
276.996
276.996
-
103.514
(1.071.119)
(1.071.119)
1.041
1.041
(9.040)
(9.040)
(31.359)
72.155
(2.285.712)
(2.285.712)
(120.588)
(120.588)
(64.466)
(64.466)
(3.458.376)
(3.458.376)
(586.990)
(625.870)
(6.547.491)
(6.482.857)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1.464.626)
(3.390)
361.035
(192.448)
(5.883)
(3.856.004)
(17.647)
17.940
(692.906)
-
(12.336.786)
CONSOLIDATED FINANCIAL STATEMENTS 2022|80
38. Segment information (continued)
Profit and Loss for the year 2021
Segment profit
Rental income (Note 10)
Service charges and utilities
income (Note 10)
Property Management
income (Note 10)
Impairment of financial
investments (Note 26)
Gain on disposal of
subsidiaries
Profit from discontinued
operation (Note 9b)
Segment profit
Administration expenses
(Note 12)
Other (expenses)/income,
net (Note 15)
Finance income (Note 16)
Interest expenses (Note 16)
Other finance costs (Note
16)
Profit from discontinued
operations (Note 9b)
Foreign exchange losses, net
(Note 17a)
Income tax expense (Note
18)
Exchange difference on I/C
loan to foreign holdings
(Note 29)
Total Comprehensive
Income
Warehouse
€
Office
€
Retail
€
Residential Land Plots
€
€
Corporate
€
Total
€
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
633.427
633.427
232.870
232.870
180.840
180.840
683.478
683.478
748
748
(214.232)
(214.232)
1.061.290
1.061.290
5.439
5.439
271.406
271.406
(488.324)
(488.324)
(215.549)
1.515.814
420.030
2.151.393
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1.798.293)
69.643
489.072
(184.601)
(5.808)
(1.301.204)
(65.147)
(51.824)
64.299
(632.470)
* It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park (Romania) is currently
invoiced by the Company as part of a relevant lease agreement with the Innovations SPV and the lender, however the asset, through
the SPV, is planned to be transferred as part of the transaction with Arcona Property Fund N.V. Upon a final agreement for such transfer,
the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion
such income will be also transferred.
CONSOLIDATED FINANCIAL STATEMENTS 2022|81
38. Segment information (continued)
Discontinued Operations
Profit and Loss for the year 2022
Warehouse
Office
Retail
Residential Land Plots
Corporate
Total
€
€
€
€
€
€
€
Segment profit
Property Sales income (Note
14.1)
Cost of Property sold (Note
14.1)
Rental income (Note 10)
Service charges and utilities
income (Note 10)
Valuation gains/(losses)
from investment property
(Note 13)
Share of profits/(losses)
from associates
(Note 21)
Loss on disposal of
subsidiaries (Note 20)
Asset operating expenses
(Note 11)
Segment profit
Administration expenses
(Note 12)
Other (expenses)/income,
net (Note 15)
Finance income (Note 16)
Interest expenses (Note 16)
Other finance costs (Note
16)
Foreign exchange losses, net
(Note 17a)
Income tax expense (Note
18)
Loss for the year
-
-
-
-
3.897.608
-
332.356
-
90.054
-
3.303
(4.723.000)
-
-
-
-
-
-
-
-
-
-
6.980
(1.253.885)
335.533
-
63.940
9.152
8.655
-
-
-
-
-
-
-
-
3.897.608
(4.723.000)
489.653
16.132
(1.245.230)
335.533
(2.602.950)
(199.229)
(65.746)
(1.661.910)
(341.974)
(4.871.809)
(113.107)
(31.360)
(15.118)
(2.285.712)
(11.413)
(120.588)
(2.022)
(64.465)
(59.704)
(3.458.377)
(245.016)
(586.990)
(446.380)
(6.547.493)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(242.157)
(2.721.353)
7.982
(657.952)
(3.017)
(165.165)
(74.340)
(10.403.495)
CONSOLIDATED FINANCIAL STATEMENTS 2022|82
38. Segment information (continued)
Profit and Loss for the year 2021
Segment profit
Property Sales income (Note
14.1)
Cost of Property sold (Note
14.1)
Rental income (Note 10)
Service charges and utilities
income (Note 10)
Valuation gains/(losses)
from investment property
(Note 13)
Share of profits/(losses)
from associates
(Note 21)
Asset operating expenses
(Note 11)
Segment profit
Administration expenses
(Note 12)
Other (expenses)/income,
net (Note 15)
Dividends income
(Note 20)
Finance income (Note 16)
Interest expenses (Note 16)
Other finance costs (Note
16)
Foreign exchange losses, net
(Note 17a)
Income tax expense (Note
18)
Loss for the year
Warehouse
Office
Retail
Residential Land Plots
Corporate
Total
€
€
€
€
€
€
€
-
-
-
542.297
2.703.025
-
133.253
16.064
-
652.998
-
119.936
(277.457)
4.277
(2.314.298)
6.034
-
-
6.608
550
(240.706)
107.164
(95.664)
4.438
(530.211)
-
344.746
-
-
-
-
-
-
-
-
-
(122.843)
(214.232)
(43.618)
1.061.290
(18.833)
5.439
(8.757)
271.406
(353.424)
(488.324)
(215.549)
(215.549)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3.245.322
(2.591.755)
916.498
23.222
(754.979)
344.746
(763.024)
420.030
(289.086)
(12.510)
175.500
9.366
*(859.695)
*(3.785)
(253.666)
(67.328)
(881.174)
* Figures in the discontinued Profit and Loss statement for the comparable period 2021, have been adjusted to be in line with the current period’s figures
CONSOLIDATED FINANCIAL STATEMENTS 2022|83
38. Segment information (continued )
Discontinued Operations
Total Operations
Balance Sheet as at 31 December 2022
Warehouse
€
Office
€
Retail
€
Residential
€
Land plots
€
Corporate
Total
€
Assets
Long-term receivables and
prepayments
Investment in associate
Financial Assets at FV through
P&L
Assets held for sale
Segment assets
Tangible and intangible assets
Prepayments and other
current assets
Cash and cash equivalents
Total assets
Liabilities associated with
assets classified as held for
disposal
Borrowings
Segment liabilities
Trade and other payables
Taxation
Bonds
Total liabilities
-
-
-
10.025.000
10.025.000
-
-
-
-
6.224.647
9.630
6.234.277
-
-
-
-
Balance Sheet as at 31 December 2021
-
-
-
1
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
824
1
824
1
-
1.286.313
12.078.808
12.078.808
13.835.091
2.523.777
1.286.313 14.603.410 25.914.724
-
-
-
-
-
816
4.153.162
-
-
66.570
- 30.135.272
4.045.477
-
4.045.477
-
-
-
-
615.534
587.727
10.885.658
597.357
1.203.261 11.483.015
3.731.769
-
617.093
-
-
822.736
- 16.654.613
Assets
Long-term receivables and
prepayments
Financial Assets at FV through
P&L
Assets held for sale
Segment assets
Tangible and intangible assets
Prepayments and other
current assets
Cash and cash equivalents
Total assets
Liabilities associated with
assets classified as held for
disposal
Borrowings
Segment liabilities
Trade and other payables
Taxation
Bonds
Total liabilities
Warehouse
€
Office
€
Retail
€
Residential
€
Land plots
€
Corporate
Total
€
-
-
-
-
-
824
824
-
10.015.000
-
12.176.575
10.015.000 12.176.575
-
1.338.263
1.338.263
-
-
-
-
-
-
-
-
-
-
-
-
6.545.868
-
6.545.868
-
-
-
-
3.504.083
-
3.504.083
-
-
-
-
696.741
-
696.741
-
-
-
-
-
12.939.514
7.470.722
-
-
39.011.516
- 12.939.514 10.013.710 46.483.062
7.470.722
2.542.164
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.628
4.510.381
-
-
2.160.576
- 53.155.647
3.856.285
-
3.856.285
-
-
-
-
1.240.702
1.703.566
15.843.679
1.703.566
2.944.268 17.547.245
4.396.123
-
883.567
-
-
1.327.056
- 24.153.991
CONSOLIDATED FINANCIAL STATEMENTS 2022|84
38. Segment information (continued)
Discontinued operations
Assets and Liabilities held for sale 2022
Warehouse
€
Assets
Investment properties
Long-term receivables and
prepayments
Investments in associates
Segment assets
Tangible and intangible assets
Prepayments and other current
assets
Cash and cash equivalents
Total assets
Borrowings
Finance lease liabilities
Deposits from tenants
Segment liabilities
Trade and other payables
Taxation
Total liabilities
9.710.000
315.000
-
10.025.000
-
-
-
-
16
6.201.629
23.002
6.224.647
-
-
-
Office
€
Retail
€
Residential
€
Land plots Corporate
€
€
Total
€
-
-
1
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
950.779
971.217
11.631.996
-
335.533
1.286.313
-
-
971.217
315.000
335.534
12.282.530
-
-
-
-
4.021.176
24.301
-
4.045.477
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20
1.267.713
284.828
13.835.091
4.021.192
6.225.930
23.002
10.270.124
431.307
184.227
10.885.658
Assets and Liabilities held for sale 2021
Warehouse
€
Office
€
Retail
€
Residential
€
Land plots Corporate
€
€
Total
€
Assets
Investment properties
Long-term receivables and
prepayments
Investments in associates
Segment assets
Tangible and intangible assets
Prepayments and other current
assets
Cash and cash equivalents
Total assets
Borrowings
Finance lease liabilities
Deposits from tenants
Segment liabilities
Trade and other payables
Taxation
Total liabilities
9.700.000
6.700.000
1.320.000
-
12.939.514
895.477
31.554.991
315.000
-
-
5.476.576
10.015.000 12.176.576
18.263
-
1.338.263
-
-
-
-
- 12.939.514
-
-
895.477
333.263
5.476.576
37.364.830
-
-
-
-
-
-
-
-
6.481.637
64.231
6.545.868
-
-
-
-
3.504.083
-
-
3.504.083
-
-
-
-
-
-
-
696.741
-
-
696.741
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3.822.075
34.210
-
3.856.285
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11.988
1.240.028
394.670
39.011.516
8.022.899
6.515.847
64.231
14.602.977
997.392
243.310
15.843.679
CONSOLIDATED FINANCIAL STATEMENTS 2022|85
38. Segment information (continued)
Discontinued operations
Geographical information
Income (Note 10)
Ukraine
Romania
Greece
Bulgaria
Cyprus *
Total
31 Dec 2021
Continued
operations
€
31 Dec 2021
Discontinued
operations
€
31 Dec 2021
Continued
operations
€
31 Dec 2021
Discontinued
operations
€
-
103.514
-
-
1.040.238
1.143.752
-
505.785
-
-
-
505.785
-
-
-
-
1.047.137
1.047.137
-
939.720
-
-
-
939.720
* It is noted that part of the rental and service charges/ utilities income related to Innovations Logistics Park (Romania) is currently invoiced
by the Company as part of a relevant lease agreement with the Innovations SPV and the lender, however the asset, through the SPV, is
planned to be transferred as part of the transaction with Arcona Property Fund N.V. or in the broader market. Upon a final agreement for such
transfer, the Company will negotiate with the lender its release from the aforementioned lease agreement, and if succeeds, upon completion
such income will be also transferred.
Gain/(loss) from disposal of investment properties (Note
14.1)
31 Dec 2022
31 Dec 2022
31 Dec 2021
31 Dec 2021
Romania
Total
Carrying amount of assets (investment properties and
investment in associates)
Ukraine
Romania
Cyprus
Total
Continued
operations
€
-
-
Discontinued
operations
€
(825.392)
(825.392)
Continued
operations
€
Discontinued
operations
€
653.567
653.567
-
-
31 Dec 2022
Continued
operations
€
31 Dec 2022
Discontinued
operations
€
31 Dec 2021
Continued
operations
€
31 Dec 2021
Discontinued
operations
€
-
-
1
1
1.921.996
10.045.534
-
11.967.530
-
-
-
-
3.619.991
33.411.576
-
37.031.567
CONSOLIDATED FINANCIAL STATEMENTS 2022|86
39. Related Party Transactions
The following transactions were carried out with related parties:
39.1 Income/ Expense
39.1.1 Income
Interest Income from loan to associates
Total
31 Dec 2022
31 Dec 2022
31 Dec 2021
31 Dec 2021
Continued
operations
€
Discontinued
operations
€
Continued
operations
€
Discontinued
operations
€
230
230
7.972
7.972
325
325
9.366
9.366
Interest income from associates relates to interest income from GreenLake Development Srl.
39.1.2 Expenses
Management Remuneration (Note 12)
Incentives pursuant to RemCo proposal (Note 12)
Directors fees (Note 12)
Interest expenses on Director and Management Loans (Note
16)
Total
31 Dec 2022
Continued
operations
€
155.959
184.500
-
37.513
377.972
31 Dec 2022
Discontinued
operations
€
-
-
-
-
-
31 Dec 2021
Continued
operations
€
244.350
-
243.823
40.194
528.367
31 Dec 2021
Discontinued
operations
€
-
-
-
-
-
Management remuneration includes the remuneration of the CEO, the CFO, the Group Commercial Director, and that of the Country
Managers of Ukraine and Romania pursuant to the decisions of the Remuneration Committee.
Incentives provided in 2022 to personnel for the sussessful implementation of Group’s plan pursuant to relevant Remuneration
Committee proposal dated 7 May 2021 as approved by the BoD on 01 June 2021.
The annual Directors fees including Chairman and Committee remunerations have been set at GBP 129k, while the decision for
registering relevant fees for 2022 is still pending by the Board. In 2021 the Company registed also fees from previous periods which
were not posted previously in Company’s books.
39.2 Payables to related parties (Note 33)
31 Dec 2022
Continued
operations
31 Dec 2022
Discontinued
operations
31 Dec 2021
Continued
operations
31 Dec 2021
Discontinued
operations
€
€
€
€
Board of Directors & Committees remuneration
Sec South East Continet Unique Real Esate Management
Limited
Management Remuneration
Total
218.171
65
276.921
495.157
-
-
-
-
373.187
65
508.511
881.763
-
-
-
-
39.2.1 Board of Directors & Committees
The amount payable represents remuneration and expenses payable to Non-Executive Directors until the end of the reporting period.
The members of the Board of Directors pursuant to a recommendation by the Remuneration Committee and in order to facilitate the
Company’s cash flow used to receive their payment in shares of the Company. During 2018 the directors received 344.371 ordinary
shares in lieu of their 2016 H1 remuneration amounting to GBP 120.530. During 2019, Non-Executive Directors received 261.000
ordinary shares amounting to EUR
73.108 in lieu of their H1 2019 fees, and 176.576 ordinary shares amounting to EUR 74.162,04 in lieu of their before H2 2016 fees.
Since H2 2019 it has been decided that relevant fees will be paid in cash.
39.2.2 Management Remuneration
Management Remuneration represents deferred amounts payable to the CEO of the Company.
CONSOLIDATED FINANCIAL STATEMENTS 2022|87
39. Related Party Transactions (continued)
39.3 Loans from SC Secure Capital Limited to the Group’s subsidiaries
SC Secure Capital Limited, the finance subsidiary of the Group provided capital in the form of loans to the Ukrainian subsidiaries of the
Company so as to support the acquisition of assets, development expenses of the projects, as well as various operational costs. The
following table presents the amounts of such loans which are eliminated for consolidation purposes, but their related exchange difference
affects the equity of the Consolidated Statement of Financial Position.
Borrower
LLC “ Trade Center’’
LLC “Aisi Ukraine”
LLC “Almaz-Press-Ukraine”
LLC “Aisi Ilvo”
Total
Limit –as at
31 Dec 2022
€
5.800
23.062.351
8.236.554
150.537
31.455.242
Principal as
at
31 Dec 2022
€
6.074
295.549
275.778
19.398
596.799
Limit –as at
31 Dec 2021
€
5.800
23.062.351
8.236.554
150.537
31.455.242
Principal as
at
31 Dec 2021
€
5.707
220.514
259.126
24.435
509.782
A potential Ukrainian Hryvnia weakening/strengthening by 10% against the US dollar with all other variables held constant, would result
in an exchange difference on I/C loans to foreign holdings of €59.680 (2021: €50.978), estimated on balances held at 31 December
2022.
39.4 Loans to associates (Note 25)
Loans to GreenLake Development Srl
Total
31 Dec 2022
Continued
operations
€
31 Dec 2022
Discontinued
operations
€
31 Dec 2021
Continued
operations
€
-
-
229.629
229.629
9.351
9.351
31 Dec 2021
Discontinued
operations
€
310.966
310.966
The loan was provided to GreenLake Development Srl from Edetrio Holdings Limited (discontinued operations) and from Sc Capital
(continued operations). The agreement with Edetrio Holdings Limited was signed on 14 June 2012 and bears interest 5% and the
agreement with Sc Capital Limited was signed on 4 December 2017 and bears interest 4% per annum. The loan with Sc Capital was
fully repaid during 2022.
39.5 Loans from related parties (Note 31)
Loan from Directors and Management
Interest accrued on loans from related parties
Total
31 Dec 2022
Continued
operations
€
492.500
95.227
587.727
31 Dec 2022
Discontinued
operations
€
-
-
-
31 Dec 2021
Continued
operations
€
577.500
114.060
691.560
31 Dec 2021
Discontinued
operations
€
-
-
-
Loans from directors of the order of € 375.000 reflect loans provided from three directors as bridge financing for future property
acquisitions. The loans bear interest 8% annually. The loans have been repaid partially during 2023 and current balance is € 100.000.
Rest amount of the order of € 117.500 reflect payables to one director, converted to loan for facilitating Company’s cash flow.
CONSOLIDATED FINANCIAL STATEMENTS 2022|88
40. Contingent Liabilities
40.1 Tax Litigation
The Group performed during the reporting period part of its operations in the Ukraine, within the jurisdiction of the Ukrainian tax
authorities. The Ukrainian tax system can be characterized by numerous taxes and frequently changing legislation, which may be applied
retroactively, open to wide and in some cases, conflicting interpretation. Instances of inconsistent opinions between local, regional, and
national tax authorities and between the National Bank of Ukraine and the Ministry of Finance are not unusual. Tax declarations are
subject to review and investigation by a number of authorities, which are authorised by law to impose severe fines and penalties and
interest charges. Any tax year remains open for review by the tax authorities during the three following subsequent calendar years;
however, under certain circumstances a tax year may remain open for longer. Overall following the sales of Terminal Brovary, Balabino
and Bela, the exposure of the Group in Ukraine has been significantly reduced.
The Group performed during the reporting and comparative periods part of its operations in Romania. In respect of Romanian tax
system, many aspects are subject to varying interpretations and frequent changes, which in many cases have retroactive effects. In
certain circumstances it is also possible that tax authorities may act arbitrary.
These facts create tax risks which are substantially more significant than those typically found in countries with more advanced tax
systems. Management believes that it has adequtely provided for tax liabilities, based on its interpretation of tax legislation, official
pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these
consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant.
40.2 Construction related litigation
There are no material claims from contractors due to the postponement of projects or delayed delivery other than those disclosed in
the financial statements.
40.3 Bluehouse Accession case
BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L. (Bluehouse) filed in Cypriot courts in December 2018 lawsuit against the
Company for the total amount of €5.042.421,87, in relation to the Praktiker Craiova acquisition in 2015, and the redemption of the
Redeemable Preference Class A shares which were issued as part of the transaction to the vendor, plus special compensations of
€2.500.000 associated with the related pledge agreement. The redemption of such shares was requested in 2016, and in lieu of such
redemption the Company transferred to the vendor the 20% holding in Autounion asset which was used as a guarantee to the
transaction for the effective redemption of the Redeemable Preference Class A shares. At the same time the Company has posted in its
accounts a relevant payable provision for Bluehouse in the amount of €2.521.211 (Note 33). On the other hand, the Company during
2019, as part of the judicial process, has filed a claim against Bluehouse for concealing certain key information during the Praktiker
Craiova transaction, which if revealed would have resulted in a significant reduction of the final acquisition price. Management believes
the Company has good grounds of defence and valid arguments and the amount already provided is adequate to cover an eventual
final settlement between the parties. The next hearing of the combined cases in front of Cypriot Courts has been set on 16 October
2023.
40.4 Other Litigation
The Group has a number of other minor legal cases pending. Management does not believe that the result of these will have a substantial
overall effect on the Group’s financial position. Consequently no such provision is included in the current financial statements.
40.5 Other Contingent Liabilities
The Group had no other contingent liabilities as at 31 December 2022.
41. Commitments
The Group had no other commitments as at 31 December 2022.
42. Financial Risk Management
42.1 Capital Risk Management
The Group manages its capital to ensure adequate liquidity for implementing its strategy to maximize the return to stakeholders through
the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure
of the Group consists of borrowings (Note 31), bonds (Note 32), trade and other payables (Note 33) deposits from tenants (Note 34),
financial leases (Note 36), taxes payable (Note 35) and equity attributable to ordinary or preferred shareholders.
Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital
costs in the debt and equity markets, the timing at which each investment project requires funding and the operating requirements so
as to proactively provide for capital either in the form of equity (issuance of shares to the Group’s shareholders) or in the form of debt.
Management balances the capital structure of the Group with a view of maximizing the shareholder’s Return on Equity (ROE) while
adhering to the operational requirements of the property assets and exercising prudent judgment as to the extent of gearing.
CONSOLIDATED FINANCIAL STATEMENTS 2022|89
42. Financial Risk Management (continued)
42.2 Categories of Financial Instruments
Financial Assets
Cash at Bank
Long-term Receivables and prepayments
Financial Assets at FV through P&L
Prepayments and other receivables
Total
Financial Liabilities
Borrowings
Trade and other payables
Deposits from tenants
Finance lease liabilities
Taxation
Bonds
Total
42.3 Financial Risk Management Objectives
Note
31 Dec 2022
31 Dec 2022
31 Dec 2021
31 Dec 2021
Continued
operations
€
Discontinued
operations
€
Continued
operations
€
Discontinued
operations
€
27
24
26
25
31
33
34
36
35
32
66.570
824
12.078.808
4.153.162
284.828
315.000
-
1.267.713
2.160.576
824
7.470.722
4.510.381
16.299.364
1.867.541
14.142.503
597.357
3.731.769
-
-
617.093
822.736
4.021.192
431.307
23.002
6.225.930
184.227
-
1.703.566
4.396.123
-
-
883.567
1.327.056
394.670
333.263
-
1.240.028
1.967.961
8.022.899
997.392
64.231
6.515.847
243.310
-
5.768.955
10.885.658
8.310.312
15.843.679
The Group’s Treasury function provides services to its various corporate entities, coordinates access to local and international financial
markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development
functions. Its primary goal is to secure the Group’s liquidity and to minimize the effect of the financial asset price variability on the cash
flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk, as well as credit risk and
liquidity risk.
The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives
is governed by the Group’s approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does
not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of
the reporting period, the Group had not entered into any derivative contracts.
42.4 Economic Market Risk Management
The Group currently operates in Romania and Ukraine. The Group’s activities expose it primarily to financial risks of changes in currency
exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no
change in the way the Group measures and manages risks.
Foreign Exchange Risk
Currency risk arises when commercial transactions and recognized financial assets and liabilities are denominated in a currency that is
not the Group's functional currency. Most of the Group’s financial assets are denominated in the functional currency. Management is
monitoring the net exposures and adopts policies to encounter them so that the net effect of devaluation is minimized.
Interest Rate Risk
The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no
significant floating interest-bearing assets. On December 31st, 2022, cash and cash equivalent (including continued and discontinued
operations) financial assets amounted to €351.398 (2021: €2.555.246) of which approx. €1.208 in UAH and €221.840 in RON (Note 27)
while the remaining are mainly denominated in either USD,GBP or €.
The Group is exposed to interest rate risk in relation to its borrowings (including continued and discontinued operations) amounting to
€4.618.549 (31 December 2021: €9.726.465) as they are issued at variable rates tied to the Libor or Euribor. Management monitors
the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group’s strategy with the interest rate
view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if
deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.
Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group’s strategy
with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take
place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.
CONSOLIDATED FINANCIAL STATEMENTS 2022|90
42. Financial Risk Management (continued)
42.4 Economic Market Risk Management (continued)
Interest Rate Risk (continued)
As at 31 December 2022 the weighted average interest rate for all the interest bearing borrowing and financial leases of the Group
stands at 5,36% (31 December 2021: 5,07%).
The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as
at 31 December 2022 is presented below:
Weighted average interest rate
%Influence on yearly finance costs
Actual
as at 31.12.2022
5,36%
+100 bps
+200 bps
6,36%
30.304
7,36%
60.608
The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as
at 31 December 2021 is presented below:
Weighted average interest rate
%Influence on yearly finance costs
Actual
as at 31.12.2021
5,07%
+100 bps
6,07%
83.074
+200 bps
7,07%
1466.149
The Group’s exposures to financial risk are discussed also in Note 7.
42.5 Credit Risk Management
The Group has no significant credit risk exposure. The credit risk emanating from the liquid funds is limited because the Group’s
counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Credit risk of receivables is
reduced as the majority of the receivables represent VAT to be offset through VAT income in the future. In respect of receivables from
tenants these are kept to a minimum of 2 months and are monitored closely.
42.6 Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which applies a framework for the Group’s short,
medium and long term funding and liquidity management requirements. The Treasury function of the Group manages liquidity risk by
preparing and monitoring forecasted cash flow plans and budgets while maintaining adequate reserves. The following table details the
Group’s contractual maturity of its financial liabilities. The tables below have been drawn up based on the undiscounted contractual
maturities including interest that will be accrued.
CONSOLIDATED FINANCIAL STATEMENTS 2022|91
42. Financial Risk Management (continued)
42.6 Liquidity Risk Management (continued)
Continued Operations
31 December 2022
Carrying amount
€
Total
Contractual
Cash Flows
€
Less than
one year
From one to
two years
More than two
years
€
66.570
66.570
66.570
4.153.162
4.153.162
4.153.162
12.078.808
12.078.808
12.078.808
824
16.299.364
824
16.299.364
-
16.298.540
€
-
-
-
-
-
€
-
-
-
824
824
-
-
597.357
647.571
120.334
527.237
3.731.769
3.731.769
3.731.769
-
822.736
1.010.896
146.086
47.040
817.770
617.093
617.093
37.574
579.519
-
Total net assets/(liabilities)
5.768.955
10.530.409
6.007.329
10.292.035
4.035.763
12.262.778
1.153.796
(1.153.796)
817.770
(816.946)
Discontinued Operations
31 December 2022
Carrying amount
Less than
one year
From one to
two years
More than two
years
Total
Contractual
Cash Flows
€
284.828
315.000
€
284.828
315.000
€
284.828
-
1.267.713
1.867.541
1.267.713
1.867.541
1.267.713
1.552.541
€
-
-
-
-
€
-
315.000
-
315.000
Financial assets
Cash at Bank
Prepayments and other
receivables
Financial Assets at FV through
P&L
Long-term Receivables and
prepayments
Total Financial assets
Financial liabilities
Borrowings
Trade and other payables
Bonds issued
Taxes payable and provisions
Total Financial liabilities
Financial assets
Cash at Bank
Long-term receivables
Prepayments and other
receivables
Total Financial assets
Financial liabilities
Borrowings
Trade and other payables
Deposits from tenants
Finance lease liabilities
Taxation
Total Financial liabilities
Total net assets/(liabilities)
4.021.192
431.307
23.002
6.225.930
184.227
10.885.658
(9.018.117)
4.033.067
431.307
23.002
7.165.206
184.227
11.836.809
(9.969.269)
4.018.994
423.467
-
568.486
142.246
5.153.193
(3.600.652)
14.073
-
-
555.418
41.981
611.472
(611.472)
-
7.840
23.002
6.041.302
-
6.072.144
(5.757.144)
CONSOLIDATED FINANCIAL STATEMENTS 2022|92
42. Financial Risk Management (continued)
42.6 Liquidity Risk Management (continued)
Continued Operations
31 December 2021
Carrying amount
€
Total
Contractual
Cash Flows
€
Total net assets/(liabilities)
8.310.312
5.832.191
8.737.824
5.404.679
5.639.967
8.501.712
1.929.616
(1.929.616)
1.168.241
(1.167.417)
Discontinued Operations
31 December 2021
Carrying amount
Financial assets
Cash at Bank
Prepayments and other
receivables
Financial Assets at FV through
P&L
Long-term Receivables and
prepayments
Total Financial assets
Financial liabilities
Borrowings
Trade and other payables
Bonds issued
Taxes payable and provisions
Total Financial liabilities
Financial assets
Cash at Bank
Long-term receivables
Prepayments and other
receivables
Total Financial assets
Financial liabilities
Borrowings
Trade and other payables
Deposits from tenants
Finance lease liabilities
Taxation
Total Financial liabilities
Total net assets/(liabilities)
2.160.576
2.160.576
2.160.576
4.510.381
4.510.381
4.510.381
7.470.722
7.470.722
7.470.722
824
14.142.503
824
14.142.503
-
14.141.679
Less than
one year
From one to
two years
More than two
years
€
€
-
-
-
-
-
€
-
-
-
824
824
-
-
1.703.566
1.862.279
570.795
1.291.484
4.396.123
4.396.123
4.396.123
-
1.327.056
1.595.855
360.414
67.200
1.168.241
883.567
883.567
312.635
570.932
-
Less than
one year
From one to
two years
More than two
years
Total
Contractual
Cash Flows
€
394.670
333.263
€
394.670
333.263
€
394.670
-
1.240.028
1.967.961
1.240.028
1.967.961
1.240.028
1.634.698
€
-
-
-
-
€
-
333.263
-
333.263
8.022.899
997.392
64.231
6.515.847
243.310
15.843.679
(13.875.718)
8.537.740
997.392
64.231
7.761.584
243.310
17.604.257
(15.636.296)
7.534.289
989.553
-
582.862
213.540
9.320.244
(7.685.546)
215.460
-
-
569.794
29.770
815.024
(815.024)
787.991
7.839
64.231
6.608.928
-
7.468.989
(7.135.726)
CONSOLIDATED FINANCIAL STATEMENTS 2022|93
43. Events after the end of the reporting period
a)
Operating cost optimization measures
As part of the cost optimization process adopted by the Board, the Company has agreed in 2023 with a Cyprus based advisory company
wholly owned by the Company’s CEO Lambros Anagnostopoulos, to externalize all existing HR and office costs in all jurisdictions that
the Company currently operates in, except Ukraine.
Such externalization will take place by the advisor assuming a) all direct individual personnel contracts, b) the service contracts with
local real estate service providers, and c) all HR and office costs in Romania. In return, SPDI will pay fixed monthly fee of EUR 24,000
plus VAT which represents an annual reduction of 35% and 50% vis a vis similar costs incurred by the Company in 2021 and 2020
respectively. Such fee has been set to reflect effectively the reduced personnel time/cost and office costs of the Company during this
phase of transformation of the Company. The advisory contract will be able to be terminated by either party with one month’s notice,
after an initial period of eight months elapses.
b) Bluebigbox3 Srl insolvency procedure
During 2023, against Bluebigbox3 Srl has been opened an insolvency procedure by Bucharest Tribunal, initiated by creditor Emeu
Property Services for a due liability of ~350.000 lei. The case is in strong connection with the main litigation of the Company with
Bluehouse (Note 40.3) since the above mentioned creditor is an affiliate to Bluehouse and acted as Property Manager of the Praktiker
Craiova asset after its acquisition by the Company. The Company believes that the creditor acted in sync with Bluehouse and concealed
certain key information which if revealed would have resulted in a significant reduction of the final acquisition price. Bluebigbox3 Srl
currently is idle with no asset in its procession.
CONSOLIDATED FINANCIAL STATEMENTS 2022|94