Toriase Public Company LTD

Interim / Quarterly Report • Oct 11, 2022

Toriase Public Company Ltd Unaudited Condensed Consolidated Interim Financial Statements

As at 30 June 2022

Condensed Consolidated Interim Financial Statements as at 30 June 2022

Contents
	Page
Condensed Consolidated Interim Financial Statements
Board of directors and other officers	3
Management report	4
Condensed consolidated interim statement of financial position	5-6
Condensed consolidated interim statement of profit and loss	7
Condensed consolidated interim statement of other comprehensive income	8
Condensed consolidated interim statement of cash flows	9-10
Condensed consolidated interim statement of changes in equity	11-12
Notes to the condensed consolidated interim financial statements	13-24

Board of directors and other officers

Board of Directors Andreas Kkailis

Anna Shipilli

Secretary Demetrios Tsingis

Registered Office 24 Peiraios, 1st Floor, Office 101 2023, Strovolos, Nicosia, Cyprus

Registration number HE 382948

Condensed Consolidated Interim Statement of Financial Position

Management report

The Board of Directors of Toriase Public Company Ltd presents its Management Report and unaudited condensed interim financial statements of the Company for the period from 1 January 2022 to 30 June 2022.

Corporate information

Toriase Public Company Ltd (the "Company") is a public limited company and has its ordinary shares listed on the Emerging Companies Market of the Cyprus Stock Exchange. The Company was incorporated in Cyprus on 23 April 2018 as a limited liability Company under the Cyprus Companies Law, Cap 113. The Company registered address is 24 Pireos, 1st floor, office 101, 2023, Strovolos, Nicosia, Cyprus.

Principal activities and nature of operations of the Group

The Company and its subsidiaries (together referred to as the "Group") are a commercial real estate group, focusing on the ownership, management, improvement and selective acquisition and disposal of properties primarily in the United Kingdom and Germany.

Review of current position, future developments and performance of the activities of the Group

The Group generated an operating profit, adjusted for valuation gains, profit on disposals, and results of equity-accounted investees of EUR 81 million (2021: EUR 77 million), an increase of 5.2%.

As at 30 June 2022, the Group's portfolio had a fair value of EUR 3,634 million (31 December 2021: EUR 3,588 million) excluding investment property classified as held for sale.

As at 30 June 2022, the Group had Total Assets in the amount of EUR 5,533 million (31 December 2021: EUR 5,393 million), an increase of 2.6%.

		30 June 2022	31 December 2021
		Unaudited	Audited
	Note		EUR 000
Assets
Non-current assets
Investment property	5	3,633,760	3,587,888
Advance payments for investment property		71,466	80,380
Financial assets	12,13	200,883	-
Loans to and Investment in equity-accounted investees		54,092	49,997
Loans to related parties	11	80,132	74,081
Restricted bank and other deposits		35,748	40,676
Other assets		57,776	59,315
Total non-current assets		4,133,857	3,892,337
Current assets
Trade and other receivables		63,987	58,965
Financial assets		57,438	571,327
Other short term assets		215,927	3,951
Cash and cash equivalents		725,832	803,672
		1,063,184	1,437,915
Assets of disposal groups classified as held for sale	6	336,035	62,860
Total current assets		1,399,219	1,500,775
Total assets		5,533,076	5,393,112

Condensed Consolidated Interim Statement of Financial Position

The accompanying notes on pages 13-24 are an integral part of these condensed consolidated interim financial statements.

Continued on next page

		30 June 2022	. December 2021
		Unaudited	Audited
Equity	Note	BOR 000
Issued share capital		846,260	846,260
Retained earnings		566,815	586,077
Other reserves		(449,170)	(405,836)
Total equity attributable to owners of the Company		963,905	1,026,501
Non-controlling interests		524,912	484,679
Total equity		1,488,817	1,511,180
Liabilities
Non-current liabilities
Bonds	8	1,261,340	1,325,016
Loans and borrowings	7	429,834	691,187
Convertible bond	8	178,968	175,648
Deferred tax liabilities		274,862	283,763
Long-term lease liabilities		29,761	79,363
Liability for sale and leaseback transaction		66,927	64,048
Derivative financial liabilities	12A	70,298	32,452
Tenant deposits		2,280	2,269
Loans from Shareholders	11	617,302	614,993
Loans from non-controlling interests		613,235	527,168
Total non-current liabilities		3,544,807	3,795,907
Current liabilities
Trade and other payables		44,934	26,857
Income tax payables		1,266	6,409
Other short-term liabilities		66,936	37,409
Current portion of loans and borrowings		293,594	15,350
		406,730	86,025
Liabilities of disposal groups classified as held for sale	6	92,722
Total current liabilities		499,452	86,025
Total liabilities		4,044,259	3,881,932
Total liabilities and equity		5,533,076	5,393,112
		Arashipili
Andreas Kkailis, Director		Anna Shipilli, Director

Condensed Consolidated Interim Statement of Profit and Loss

		For the six months ended 30 June 2022	2021
	Note	Unaudited EUR 000
Revenues		113,136	96,175
Property revaluations and capital gains (losses)		(4,230)	43,109
Share in loss from investment in equity-accounted investees		(1,079)	(1,080)
Property operating expenses General and administrative expenses Operating profit		(19,843) (12,024) 75,960	(9,574) (10,073) 118,557
Interest expense on bank loans and borrowings from third parties, net		(23,860)	(25,179)
Change in short-term financial instruments and derivatives		10,868	-
Other finance expenses		(10,048)	(15,665)
Interest expense on shareholder and non-controlling interest loans		(24,640)	(34,461)
Profit before tax		28,280	43,252
Current tax expense		(9,163)	(6,861)
Deferred tax expense Profit (loss) for the period		(3,877) 15,240	(40,968) (4,577)
Attributable to:
Owners of the Company		1,774	(21,741)
Non-controlling interests		13,466 15,240	17,164 (4,577)
Profit/(loss) per share attributable to owners
of the Company	10	(0.00)	(0.07)

Condensed Consolidated Interim Statement of Other Comprehensive Income

	Note	For the six months ended 30 June
		2022	2021
		Unaudited EUR 000
Profit (loss) for the period		15,240	(4,577)
Other comprehensive income that may be classified to profit or loss in subsequent periods:
Foreign currency translation reserve		(10,401)	37,581
Net change in fair value of financial assets at fair value through other comprehensive income		(63,924)	-
Total comprehensive income (loss) for the period:		(59,085)	33,004
Attributable to:
Owners of the Company		(41,560)	15,840
Non-controlling interests		(17,525)	17,164
		(59,085)	33,004

Condensed Consolidated Interim Statement of Cash Flows

For the six months ended 30 June

	2022	2021
	Unaudited
	EUR 000
Cash flows from operating activities
Profit (loss) for the period	15,240	(4,577)
Adjustments to reconcile profit for the period:
Property revaluations and capital losses (gains)	4,230	(43,109)
Change in short-term financial instruments and	(10,868)	-
derivatives
Net finance expense Tax expense	58,548 13,040	75,305 47,829
Share in loss (profit) from investment in equity-accounted
investees	1,079	1,080
Change in trade and other receivables	(9,877)	(14,048)
Change in trade and other payables	13,494	(621)
Other changes	-	107
Taxes paid	(13,974)	(8,475)
Net cash from operating activities	70,912	53,491
Cash flows from investing activities
Purchase of and CapEx on investment properties	(142,742)	(33,411)
Acquisition of subsidiary, net of cash acquired	(40,320)
Disposal of subsidiaries, net of cash disposed	-	185,470
Proceeds from disposals of investment property	4,150	24,750
Advances in respect of investment property	500	75,000
Proceeds from Financial Assets	115,753	-
Change in restricted bank and other deposits	4,928	(404)
Investment in and Loans granted to equity-accounted investees	(5,174)	(2,501)
Investment in traded securities and other financial assets	(52,404)	-
Net cash from (used in) investing activities	(115,309)	248,904

The accompanying notes on pages 13-24 are an integral part of these condensed consolidated interim financial statements.

Continued on next page

Continued from previous page

For the six months ended 30 June

	2022	2021
	Unaudited
	EUR 000
Cash flows from financing activities
Proceeds from sale-and-leaseback of freehold rights	-	59,439
Repayment of loans and borrowings	(14,002)	(76,535)
Proceeds from issuance of shares	18,980	-
Proceeds (repayment) from Shareholder loans and Non-controlling interests	35,285	(109,714)
Interest paid to third parties	(12,747)	(13,109)
Repurchase of own bonds	(62,037)	-
Net cash used in financing activities	(34,521)	(139,919)
Net increase (decrease) in cash and cash equivalents	(78,918)	162,476
Cash and cash equivalents as at the beginning of the period	803,672	257,552
Effect of exchange rate differences on cash and cash equivalents	1,078	3,307
Cash and cash equivalents as at the end of the period	725,832	423,335

Condensed Consolidated Interim Statement of Changes in Equity

.

For the six months ended 30 June 2022	Attributable to owners of the Company
EUR 000	Issued share Capital	Reverse acquisition reserve	Financial assets at fair value through other comprehensive income reserve	Foreign currency translation reserve	Retained earnings	Total	Non controlling interests	Total equity
					Unaudited
Balance as at 1 January 2022	846,260	(437,421)	(11,097)	42,682	586,077	1,026,501	484,679	1,511,180
Total comprehensive income
Profit (loss) for the period	-	-	-	-	1,774	1,774	13,466	15,240
Other comprehensive income (loss)	-	-	(32,933)	(10,401)	-	(43,334)	(30,991)	(74,325)
Total comprehensive income (loss) for the period	-	-	(32,933)	(10,401)	1,774	(41,560)	(17,525)	(59,085)
Transactions with owners, recognized directly in equity Sale of shares in subsidiaries to non-controlling	-	-	-	-	(21,036)	(21,036)	-	(21,036)
interests without a change in control Acquisition of subsidiaries	-	-	-	-	-	-	57,758	57,758
Balance as at 30 June 2022	846,260	(437,421)	(44,030)	32,281	566,815	963,905	524,912	1,488,817

Condensed Consolidated Interim Statement of Changes in Equity

For the six months ended 30 June 2021	Attributable to owners of the Company
EUR 000	Issued share Capital	Reverse acquisition reserve	Foreign currency translation reserve	Retained earnings	Total	Non controlling interests	Total equity
				Unaudited
Balance as at 1 January 2021	591,463	(437,421)	(12,019)	437,893	579,916	500,945	1,080,861
Total comprehensive income Profit (loss) for the period Other comprehensive income Total comprehensive income (loss) for the period	- - -	- - -	- 37,581 37,581	(21,741) - (21,741)	(21,741) 37,581 15,840	17,164 - 17,164	(4,577) 37,581 33,004
Transactions with owners, recognized directly in equity
Issued share capital Disposal of subsidiaries Sale of shares in subsidiaries to non-controlling interests	26 - -	- - -	- - -	- - -	26 - -	- (50,634) 1,289	26 (50,634) 1,289
Balance as at 30 June 2021	591,489	(437,421)	25,562	416,152	595,782	468,764	1,064,546

Note 1 Corporate Information

Toriase Public Company Ltd, (the "Company" or "Toriase" and together with its consolidated subsidiaries the "Group") is a public limited company and has its ordinary shares listed on the Emerging Companies Market of the Cyprus Stock Exchange. The Company was incorporated in Cyprus on 23 April 2018 as a limited liability Company under the Cyprus Companies Law, Cap 113. The Company registered address is 24 Peiraios, 1st floor, flat/office 101, Strovolos, 2023, Nicosia, Cyprus.

The issued and fully paid share capital of the Company as at 30 June 2022 was EUR 846,259,910 (31 December 2021: EUR 846,259,910) divided into 423,129,955 shares with nominal value of EUR 2 each.

The Group is a commercial real estate group, focusing on the ownership, management, improvement and selective acquisition and disposal of properties primarily in the United Kingdom and Germany.

As at 30 June 2022, the Group indirectly held 49.4% (31 December 2021:51.5%) of the share capital of Golden Capital Partners S.A ("Golden"). Golden's business activities are focused on the German commercial real estate market with a focus on office properties. As at 30 June 2022 the Group owned 45 properties (31 December 2021: 35 properties) in Germany, which were classified as investment property.

The Group holds 95.8% (31 December 2021:100%) interest in Luxembourg Investment Company 210 S.à r.l. ("LIC 210") that focuses its business activities on investing in hotel properties located in the United Kingdom. As at 30 June 2022, LIC 210 indirectly held a portfolio of 52 hotels (31 December 2021: 54 hotels) in the United Kingdom, which were classified as investment property.

Note 2 Events during the reporting period

• A. In March 2022, the Group disposed of the outstanding position of non-traded bonds it received as part of the sale of the Berlin asset complex ( i.e. Furst Project) , with a book value of EUR 332 million for a total consideration of EUR 321 million to a third-party. The total purchase price was split into an immediate cash payment of ca. EUR 112 million which had been received by the Group and a deferred payment for the remaining amount. The interest on the deferred payment is 2% p.a. The security package for the deferred payment includes a full pledge over the non-traded bonds sold.
• B. On 1 June 2022, a subsidiary of the Group (the "Subsidiary") issued and the Company sold 4.18% shares and shareholder loans of the Subsidiary to a long-term investor (the "Investor") for a consideration of EUR 55 million.

As part of the share subscription agreements, the Investor provided shareholder loans of EUR 14.5 million and GBP 18.1 million (EUR 21.1 million) to the Subsidiary (the "Investor's Loans"). The Investor's Loans bear 5.15%-5.50% annual interest rate, payable in the 10th anniversary year. In addition, the Group may, occasionally at its sole discretion, subject to 7 days' notice, convert the loan into its own ordinary shares according to a conversion price which reflects the Group's share capital value based on external valuation report as of the date of conversion. It was also agreed that the Group at its sole discretion, have the right to prepay the loan at any time subject to 3 days' notice, or to extend the loan term by additional five years. The shareholder loan provided from the Company to the

Subsidiary holds the same terms and conditions as the loans provided by the Investor to the Subsidiary.

Any prepayment or conversion of the Investor's Loans may be executed only on a pro rata basis according to each shareholder stake in the Group.

Loans from Shareholders are unsecured and subordinated to the other Group debt to third parties.

The Investor's Loans are presented in the Statement of Financial Position as part of the Loans from non-controlling interests.

C. During the reporting period the Subsidiary performed a buy-back of its own issued unsecured bonds, in a nominal amount of EUR 65.7 million, which resulted in a profit of EUR 1.2 million. For additional information see Note 8(1).

Note 3 Basis of Preparation

A. Statement of compliance

These condensed consolidated interim financial statements (the "Financial Statements") as at 30 June 2022 (the "Reporting Date") and for the six-month period then ended (the "Reporting Period") have been prepared in accordance with IAS 34, "Interim Financial Reporting", and do not include all information required for full annual financial statements. They should be read in conjunction with the consolidated financial statements as at and for the year ended 31 December 2021 (hereinafter – "the Annual Financial Statements").

However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group`s financial position and performance since the last audited annual consolidated financial statements.

B. Use of estimates, judgments and fair value measurement

The preparation of financial statements in conformity with IFRSs requires management to exercise judgment when making assessments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

C. Functional and presentation currency

These Financial Statements are presented in Euro, which is the Group's functional currency. All financial information presented in Euro (or "EUR") has been rounded to the nearest thousand, unless otherwise indicated. Due to rounding, the figures reported in tables and cross-references may deviate from their exact values as calculated.

Note 4 Summary of significant accounting policies

Except as described below in Item A, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its Annual Financial Statements.

A. Initial application of new standards, amendments to standards and interpretations

Presented hereunder is a description of the changes in accounting policies applied in these condensed consolidated interim financial statements and their effect:

Standard/ Interpretation/ Amendment	The requirements of the publication	Effective date and transitional provisions	Expected effects
Amendment to IAS 37, Provisions, Contingent Liabilities and Contingent Assets	According to the Amendment, when assessing whether a contract is onerous, the costs of complying with a contract that should be taken into consideration are costs that relate directly to the contract, which include as follows: • Incremental costs; and • An allocation of other costs that relate directly to complying with a contract (such as depreciation expenses for fixed assets used in fulfilling that contract and other contracts).	The Amendment is effective retrospectively for annual periods beginning on or after January 1, 2022, in respect of contracts where the entity has not yet fulfilled all its obligations. Early application is permitted. Upon application of the Amendment, the entity will not restate comparative data, but will adjust the opening balance of retained earnings at the date of initial application, by the amount of the cumulative effect of the Amendment.	Application of the Amendment did not have a material effect on the Group's financial statements.
Amendment to IFRS 3, Business Combinations	The Amendment replaces the requirement to recognize liabilities from business combinations in accordance with the conceptual framework, the reason being that the interaction between those instructions and the guidance provided in IAS 37 regarding recognition of liabilities was unclear in certain cases.	The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception, contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also clarifies that contingent assets are not to be recognized on the date of the business combination. The Amendment is effective for annual periods beginning on or	Application of the Amendment did not have a material effect on the Group's financial statements.

after January 1, 2022.

Standard/ Interpretation/ Amendment	The requirements of the publication	Effective date and transitional provisions	Effects
Amendment to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current	The Amendment replaces certain requirements for classifying liabilities as current or non-current. Thus, for example, according to the Amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period, and it "has substance" and is in existence at the end of the reporting period, this instead of the requirement that there be an "unconditional" right. According to the Amendment, a right is in existence at the reporting date only if the entity complies with conditions for deferring settlement at that date. Furthermore, the Amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option is recognized as equity.	The Amendment is effective for reporting periods beginning on or after January 1, 2024 with earlier application being permitted. The Amendment is applicable retrospectively, including an amendment to comparative data.	The Group is currently assessing the impact the amendments will have on its current accounting policies and whether the Group may wish to re-assess covenants in its existing loan agreements.
Amendment to IAS 12, Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction	The Amendment narrows the scope of the exemption from recognizing deferred taxes as a result of temporary differences created at the initial recognition of assets and/or liabilities, so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognize a deferred tax asset or a deferred tax liability for these temporary differences at the initial recognition of transactions that give rise to equal and offsetting temporary differences, such as lease transactions and provisions for decommissioning and restoration.	The Amendment is effective for annual periods beginning on or after January 1, 2023, by amending the opening balance of the retained earnings or adjusting a different component of equity in the period the Amendment was first adopted.	The Group is examining the effects of the Amendment on the financial statements with no plans for early adoption.
Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies	The Amendments help companies provide useful accounting policy disclosures. The key amendments to IAS 1 include: • requiring companies to disclose their material accounting policies rather than their significant accounting policies;	The Amendment is effective for reporting periods beginning on or after January 1, 2023 with earlier application being permitted.	The Group is examining the effects of the Amendments on the financial statements with no plans for early adoption.

B. New standards, amendments to standards and interpretations not yet adopted

	• clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and • clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company's financial statements.
	The Amendments are consistent with the refined definition of material as issued in October 2018 by the International Accounting Standards Board: "Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements".
Amendments to IAS 8, Definition of Accounting Estimate	The Amendments introduce a new definition for accounting estimates: clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty. The definition of accounting policies remains unchanged.	The amendments are effective for periods beginning on or after 1 January 2023, with earlier application	The Group is examining the effects of the Amendment on the financial statements with no plans for early adoption.
	The Amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy. Developing an accounting estimate includes both:	permitted, and will apply prospectively to changes in accounting estimates and changes in
	• selecting a measurement technique (estimation or valuation technique) – e.g. an estimation technique used to measure a loss allowance for expected credit losses when applying IFRS 9 Financial Instruments; and • choosing the inputs to be used when applying the chosen measurement technique – e.g. the expected cash outflows for determining a provision for warranty obligations when applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets.	accounting policies occurring on or after the beginning of the period the Amendment was first adopted.
	The effects of changes in such inputs or measurement techniques are changes in accounting estimates.

Note 5 Investment Property

A. Reconciliation of investment property, according to its predominant use

		Germany 1		UK
	Office	Hotels	Other	Subtotal	Hotels	Totals
				EUR 000
				Unaudited
Balance as at 1 January 2022 (incl. held for sale assets)	1,244,095	158,359	85,317	1,487,771	2,162,977	3,650,748
Acquisitions of investment property and investment in capex during the year	123,945	110,254	73,511	307,710	55,377	363,087
Fair value adjustments	4,343	-	-	4,343	(158)	4,185
Foreign currency revaluation effect	-	-	-	-	(45,530)	(45,530)
Disposal of investment property	-	-	(5,250)	(5,250)	-	(5,250)
Other adjustments	584	1,917	(9)	2,492	63	2,555
Total	1,372,967	270,530	153,569	1,797,066	2,172,729	3,969,795
Less: classified as held for sale	(56,809)	-	(6,416)	(63,225)	(272,809)	(336,035)
At 30 June 2022	1,316,158	270,530	147,153	1,733,841	1,899,920	3,633,760

¹The investment property table for Germany contains non-material properties in other EU jurisdictions.

		Germany	UK
	Office	Hotels	Other	Subtotal	Hotels	Totals
				EUR 000
	Audited
Balance as at 1 January 2021
(incl, held for sale assets)	2,071,407	146,959	93,338	2,311,704	1,892,993	4,204,697
Acquisitions of investment
property and investment in capex
during the year	39,907	434	6,894	47,235	7,494	54,729
Fair value adjustments	81,042	7,258	17,173	105,473	158,862	264,335
Foreign currency revaluation
effect	-	-	-	-	143,791	143,791
Disposal of investment
property	(951,450)	-	(32,152)	(983,602)	(31,451)	(1,015,053)
Other adjustments	3,189	3,708	64	6,961	(8,712)	(1,751)
Total	1,244,095	158,359	85,317	1,487,771	2,162,977	3,650,748
Less: classified as held for sale	(56,600)	-	(6,260)	(62,860)	-	(62,860)
At 31 December 2021	1,187,495	158,359	79,057	1,424,911	2,162,977	3,587,888

B. Measurement of fair value

The Group values its investment properties through engaging external independent appraisers, using the discounted cash flows method ("DCF"), and the residual value method. Under the DCF methodology the expected future income and costs of the property are forecasted over a period of 10 years and discounted to the date of valuation, by using a discount rate that is suitable in the appraisers' and Group management's view to the specific property location and category, specific characteristics and inherent risk as well as the prevailing market conditions as at the Reporting Date.

The Residual value method uses the present value of the market value expected to be achieved in the future from the property once it is developed less estimated cost to complete. The rental levels are set at the current market levels capitalized at the net yield which reflects the risks inherent in the net cash flows.

The Group's investment property has been categorized as level 3 fair value based on the input to the valuation technique used and was determined considering the highest and best use measurement approach accordingly.

C. Completed transactions

• 1. During the reporting period, the Group successfully acquired from third parties through an asset deal a portfolio of six assets, predominantly located in Berlin, with Gross Asset Value of EUR 97.2 million, for a total consideration of EUR 85 million (excluding transaction costs and real estate transfer taxes of EUR 9.6 million). The closing of the transaction occurred in April 2022 and the Group obtained control over all the assets as of this date. Following the completion, the Group holds 89.9% in the property companies that own the aforementioned assets. In addition, the Group acquired an asset located in Mayfair, London for a consideration of GBP 41 million, including transaction costs and taxes of ca. GBP 6 million (total: EUR 48 million).
• 1. During the reporting period, the Group successfully carried out a transaction to take over 54% of the issued shares of four German entities holding four properties located in Berlin, with Gross Asset Value of EUR 204.7 million, for a total consideration of approximately EUR 39 million and an acquisition financing of approximately EUR 67 million. The purchase of the entities was treated as purchase of group of assets and liabilities and not as a business combination based on IFRS 3 Business Combinations. Therefore, the total purchase costs were allocated to the assets and liabilities without recognition of goodwill and deferred taxes as follows:

	EUR 000
	Unaudited
Investment property (including EUR 3.7 million transaction costs)	204,727
Trade and other receivables	3,014
Cash acquired	1,475
Trade and other payables	(4,665)
Total acquired	204,551
Attributable to non-controlling interest equity	(57,758)
Loans from non-controlling interests	(36,702)
Loans and borrowings received	(66,976)
Payables for transaction costs	(2,795)
Paid in cash	40,320

Note 6 Assets and Liabilities Held for Sale

The Company expects to sell properties being held by subsidiaries of the Group within the next 12 months. The Group has initiated selling activities and is in negotiations with potential buyers. As at 30 June 2022 the Company classified the investment properties with fair value of EUR 336 million as Assets of disposal groups classified as held for sale, out of which EUR 272 million related to assets located in the UK.

	30 June 2022 EUR 000 Unaudited
Assets
Investment property	335,596
Trade and other receivables	439
	336,035
Liabilities
Loans and borrowings	33,350
Long-term lease liabilities	45,901
Trade and other payables	2,619
Other long-term liabilities	2,346
Deferred tax liabilities	8,506
	92,722

Note 7 Loans and Borrowings

As part of the bank loans received by the Group, the Group companies have undertaken to maintain certain financial ratios, inter-alia, LTV ratios, debt service coverage ratio, interest coverage ratios, NOI Debt Yield minimum and loan to annual rent ratio. Additionally, following Note 13(2) to the Consolidated Financial Statements as of 31 December 2021, a waiver is no longer required to comply with the covenants in the UK portfolio.

As at 30 June 2022, the Group is fully compliant with all covenant requirements on all loans.

Note 8 Senior Unsecured Bonds

The below overview summarizes the outstanding Senior Unsecured Bonds per the reporting date:

Senior Unsecured Bonds	Currency	Nominal amount (in thousand)	Coupo n rate (p,a,, %)	Issue price (%)	Issuance - maturity	30 June 2022 Unaudited	31 December 2021 Unaudited
Bond I	EUR	659,600	3.00%	100	08/2019 - 08/2024	651,468	690,555
Bond II	EUR	614,700	3.50%	98,7	10/2019 - 10/2025	609,872	634,461
Convertible Bond (see Note 12)	EUR	200,000	2.25%	100	08/2020 - 08/2025	178,968	175,648
Total Senior Unsecured Bonds						1,440,308	1,500,664
Total accrued interest on Senior Unsecured Bonds						36,642	13,677

• 1. During the reporting period the Group performed a buy-back of its own issued unsecured bonds, in a nominal amount of EUR 65.7 million (EUR 40.4 million from Bond I; EUR 25.3 million from Bond II), which resulted in a profit of EUR 1.2 million.
• 1. As at 30 June 2022, the Group is fully compliant with all covenant requirements on all Bonds and Convertible bonds.

Note 9 Operating Segments

The Group has two reportable segments - as described below, which form the Group's strategic business units. The allocation of resources and evaluation of performance are managed separately for each business unit because they have different asset class and different geography, hence exposed to different risks and required yields.

For each of the business units, the Group's chief operating decision maker (CODM) reviews management reports on at least a quarterly basis for:

▪ Properties located in Germany;

▪ Properties located in the United Kingdom.

Commercial properties in Germany include predominately office asset class (78% of the total fair value of the German portfolio as of the Reporting Date). The other asset class in Germany include hotels, residential and retail investment property. None of these segments meets any of the quantitative thresholds for determining reportable segments during the Reporting period.

The accounting policies of the operating segments are the same as described in Note 4 regarding significant accounting policies presented above. Performance is measured based on segment operating profit as included in reports that are regularly reviewed by the CODM. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the segments' results. Segment results reported to the CODM including items directly attributable to a segment on a reasonable basis. Financial expenses, financial income and taxes on income are managed on a group basis and, therefore, were not allocated to the different segment activities. Segment assets comprise mainly investment property, cash and equivalents and operating receivables whereas segment liabilities comprise mainly borrowings and operating payables.

Information regarding the results of each reportable segment is provided below:

	United Kingdom	Germany *	Total Consolidated
		EUR 000
		Unaudited
For the six months period ended 30 June 2022
Revenues	76,552	36,584	113,136
Property revaluations and capital losses	(189)	(4,041)	(4,230)
Property operating expenses	(10,024)	(9,819)	(19,843)
General and administrative expenses	(4,835)	(7,189)	(12,024)
Reportable segment operating profit	61,504	15,535	77,039
Share in loss from investment in equity accounted investees			(1,079)
Net finance expenses			(47,680)
Profit before tax	61,504	15,535	28,280

* The operating segments table for Germany contains non-material properties in another EU jurisdiction.

	United Kingdom	Germany *	Total Consolidated
		EUR 000
		Unaudited
For the six months period ended 30 June 2021
Revenues	58,666	37,509	96,175
Property revaluations and capital gains	-	9,116	9,116
Property operating expenses	(746)	(8,828)	(9,574)
General and administrative expenses	(2,163)	(7,910)	(10,073)
Reportable segment operating profit	55,757	29,887	85,644
Share in loss from investment in equity accounted investees			(1,080)
Profit on disposal			33,993
Net finance expenses			(75,305)
Profit before tax			43,252

Note 10 Earnings per share

The calculation of basic EPS has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

	For the six months period ended 30 June 2022	For the six months period ended 30 June 2021
	EUR 000
	Unaudited	Unaudited
Profit (loss) attributable to ordinary shareholders	1,774	(21,741)
Weighted average number of ordinary shares (thousands)	423,130	295,732
Basic EPS attributable to ordinary shareholders - cent	0.00	(0.07)
Diluted EPS is the same as basic EPS.

Note 11 Related parties

The following balances with related parties are included in the condensed consolidated interim financial statements:

		31 December
	30 June 2022	2021
	EUR 000
Consolidated statement of financial position	Unaudited	Audited
Receivables from related parties	26,198	22,536
Loans to related parties	80,132	74,081
Loans to equity-accounted investee	25,521	21,841
Payables to related parties	(194)	(4,608)
Loans from Shareholders	(617,302)	(614,993)
	For the six months period ended 30 June 2022	For the six months period ended 30 June 2021
	EUR 000
Consolidated statement of profit or loss	Unaudited	Unaudited
Rental and service charges income	49,666	49,328
Interest income on loans to equity accounted investee	1,961	929
Services and management fee charges	(2,358)	(1,735)
Interest on loans from Shareholders

The terms and conditions of the related parties loans and services are as mentioned in Note 15 to the Consolidated Financial Statements of the Company as at 31 December 2021. For further information regarding the loans, see Note 2.

Note 12 Financial Instruments

A. Fair value hierarchy of financial instruments measured at fair value

The table below presents an analysis of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with hierarchy fair value levels. The various levels are defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical instruments
• Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
• Level 3: inputs that are not based on observable market data (unobservable inputs).

	30 June 2022 Fair value measurement using EUR 000 Unaudited
	Carrying amount	Total fair value	Quoted prices in active market (Level 1)	Significa nt observab le inputs (Level 2)	Significant unobservabl e inputs (Level 3)
Financial assets and liabilities at fair value
Financial assets at fair value through profit and loss(2)	57,438	57,438	57,438	-	-
Financial assets at fair value through other comprehensive income	76,650	76,650	76,650	-	-
Derivatives financial instruments(1)	124,233	124,233	-	-	124,233
Derivatives financial liabilities	(70,298)	(70,298)	-	-	(70,298)
Total	188,023	188,023	134,088	-	53,935

	31 December 2021 Fair value measurement using EUR 000 Audited
	Carrying amount	Total fair value	Quoted prices in active market (Level 1)	Significan t observabl e inputs (Level 2)	Significant unobservabl e inputs (Level 3)
Financial assets and liabilities at fair value
Financial assets at fair value through profit and loss	24,406	24,406	24,406	-	-
Financial assets at fair value through other comprehensive income	138,600	138,600	138,600	-	-
Derivatives financial instruments	71,451	71,451	-	-	71,451
Derivatives financial liabilities	(32,452)	(32,452)	-	-	(32,452)
Total	202,005	202,005	163,006	-	38,999

(1) The Group holds Derivatives financial instruments of total value of EUR 124.2 million as of 30 June 2022. The Derivatives were received by the Group as part of the Berlin Asset Disposal, as a seller protection (see Note 13). The fair value of these Derivatives which are classified as level 3 were measured by external valuators. The methodology used by the external valuator was based on discounting the cash flows from the underlying assets (i.e. level 1 Financial assets at fair value through other comprehensive income) in accordance with the Discounted Cash Flow (DCF) model.

(2) During the Reporting Period the Group purchased traded securities as part of its liquidity management. The balance of the financial assets measured at fair value through profit or loss as of the reporting date is EUR 57.4 million.

B. Financial assets and liabilities at amortized cost

The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, restricted bank and other deposits, other financial assets, loans to equity-accounted investees, loans and borrowings, trade payables, other payables are the same or proximate to their fair value.

	30 June 2022		31 December 2021
	Carrying	Fair	Carrying Fair
	amount	value	amount	value
	EUR 000
	Unaudited		Audited
Convertible bond	178,968	158,355	175,648	175,002
Senior Unsecured Bonds	1,261,340	1,084,412	1,325,016	1,308,468
Total	1,440,308	1,242,767	1,500,664	1,483,470

Note 13 Subsequent Events

In September 2022, the Group has entered into a transaction with the bond issuer to settle the remaining outstanding position of the traded bonds, with a nominal amount of ca. EUR 220 million (market value of EUR 77 million as at 30 June 2022). The consideration of the settlement was done through acquisition of two assets in central Berlin. The two assets have total Gross Asset Value of approximately EUR 456 million, and Net Asset Value of ca. EUR 220 million. The assets are newly built, income producing, well occupied and located in a prime location in Berlin. As of the date of this report, the acquisition of one asset has been completed, while the closing of the second asset is subject to certain condition precedents.