Lanitis Golf Public Co Ltd

Quarterly Report • Sep 13, 2019

INTERIM CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

INTERIM CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

CONTENTS

PAGE

Board of Directors and other officers	1
Explanatory statement	2
Declaration of the members of the Board of Directors and the company officials responsible for the unaudited financial statements	3
Unaudited statement of profit and loss and other comprehensive income	ব
Unaudited statement of financial position	ട്
Unaudited statement of changes in equity	్
Unaudited cash flow statement	7
Notes to the unaudited financial statements	8 - 13

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors:	Platon E. Lanitis (Chairman) Costas E. Lanitis Marios E. Lanitis Valentina Panagi Pappou (resigned on 2 September 2019)
Company Secretary:	P & D Secretarial Services Limited
Independent Auditors:	Deloitte Limited Certified Public Accountants and Registered Auditors Maximos Plaza, Tower 1, 3rd Floor 213 Arch. Makariou III Avenue 3030 Limassol
Registered office:	10 Georgiou Gennadiou Street Agathangelos Court 3041, Limassol
Bankers:	Bank of Cyprus Public Company Ltd Eurobank EFG Cyprus Ltd
Registration number:	HE 196800

EXPLANATORY STATEMENT FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

The Board of Directors of Lanitis Golf Public Co Limited (the "Company") presents to the members the explanatory statement and unaudited financial statements of the Company for the period ended 30 June 2019.

Incorporation

The Company Lanitis Golf Public Co. Limited was incorporated in Cyprus on 18 April 2007 as a limited liability company under the Cyprus Companies Law, Cap. 113. On 28 February 2014, the Company was converted from a private linited liability company to a public limited liability company under the Cyprus Companies Law, Cap. 113 and is listed on the Emerging Companies Market of the Cyprus Stock Exchange ("CSE").

Principal activities

The principal activities of the Company are the development of a special leisure and residential golf course project. The application of the town planning permit with terms and conditions, was approved on 14 November 2012. On 26 July 2019, the Company obtained a building permit for the division of building plots and the construction of golf course and club house. During the year, the Company carried out no trading activities.

Review of current position, future developments and significant risks

The Company is the owner of land of about 1.600 decares near the villages of Tserkezoi and Asomatos, in Limassol. The land is located next to the shopping center, My Mall Limassol, and the Fasouri Waterpark and is mainly covered by citrus plantations.

The Company aims to develop a fully integrated golf and real estate development project on the site of its existing citrus plantations. One of the main goals of the master plan is to create a contemporary designed, integrated leisure and residential community project that includes luxurious villas and apartments, an 18-hole championship golf course, a golf club, spa and sports center and commercial and retail facilities, such as restaurants and shops.

The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory. The loss attributable to the shareholders for the first six months of 2019, decreased to €177.167 from €196,723 of the corresponding period in 2018. The Company, at present, has no revenues since the project is under development and there is no other type of trading revenue. The expenses are mainly operational expenses and relate to the maintenance of the immovable property. The consultancy fees, administration operation fees, financing and other expenses related to the development of the Statement of Financial Position, under Golf development expenses, in the Property Plant & Equipment.

On 15 January 2015, the Company obtained the approval from the CSE to trade its shares on the Emerging Companies Market. The trading of the shares commenced on 20 January 2015 and the CSE will undertake the observance of the above Registry in the Central Depositary/ Registry of CSE.

By order of the Board of Directors,

Platon E. Lanitis Chairman

Limassol, 13 September 2019

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

In accordance with Article 140 (1) of the Laws and Regulations of the Cyprus Stock Exchange we, the members of the Board of Directors and the Company official responsible for the interim condensed financial statements of Lanitis Golf Public Co Limited (the "Company") for the period ended 30 June 2019, on the basis of our knowledge, declare that:

(a) The financial statements of the Company which are presented on pages 4 to 13:

(i) Have been prepared in accordance with the applicable International Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap.113, and

(ii) Provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company and the entities included in the financial statements as a whole and

b) The Board of Directors' report provides a fair view of the developments and the financial position of Lanitis Golf Public Co Limited, together with a description of the main risks and uncertainties which the Company faces.

Members of the Board of Directors:

Name	Position	Signature
Platon E. Lanitis	Director
Costas E. Lanitis	Director
Marios E. Lanitis	Director

Responsible for drafting the financial statements

Name

Position

Adonis Soteriou

Chief Financial Officer

Limassol, 13 September 2019

UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

	Note	Six months period ended 30/06/2019 ਵ	Six months period ended 30/06/2018 ਵ
Administration expenses		(121.939)	(121.035)
Operating loss		(121.939)	(121.035)
Finance costs	4	(55.228)	(75.688)
Loss for the period		(177.167)	(196.723)
Other comprehensive income
Total comprehensive loss for the period		(177.167)	(196.723)
Loss per share attributable to equity holders of the parent (cent)	5	(7,09)	(7,87)

UNAUDITED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2019

	Note	Unaudited 30/06/2019 €	Audited 31/12/2018 €
Assets
Non-current assets Property, plant and equipment Investment property	6 7	5.434.836 70.911.576	5.249.324 70.911.576
		76.346.412	76.160.900
Current assets Receivables Cash and bank balances	8	63.302 128.164	43.568 373.304
		191.466	416.872
TOTAL ASSETS		76.537.878	76.577.772
EQUITY AND LIABILITIES
Equity and reserves Share capital Share premium Retained earnings	9	4.275.019 19.113.436 39.195.011	4.275.019 19.113.436 39.372.178
Total equity		62.583.466	62.760.633
Non-current liabilities Borrowings Trade and other payables Deferred tax liabilities	10 12 11	2.937.839 4.470.245 5.988.947 13.397.031	2.856.490 4.405.784 5.988.947 13.251.221
Current liabilities Trade and other payables Borrowings	12 10	51.080 506.301	565.918
		557.381	565.918
Total liabilities		13.954.412	13.817.139
TOTAL EQUITY AND LIABILITIES		76.537.878	76.577.772

On 13 September 2019, the Board of Directors of Lanitis Golf Public Co Limited authorised these financial statements for issue.

Platon E. Lanitis Director

Marios E. Lanitis Director

The notes on pages 8 to 13 form an integral part of these financial statements.

UNAUDITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

	Share capital ਵ	Share premium ਵ	Retained earnings ਵ	Total ਵ
Balance at 1 January 2018 Net loss for the year	4.275.019	19.113.436	39.725.554 (353.376)	63.114.009 (353.376)
Balance as at 31 December 2018	4.275.019	19.113.436	39.372.178	62.760.633
Balance at 1 January 2018 Net loss for the period ended 30 June 2018	4.275.019	19.113.436	39.725.554 (196.723)	63.114.009 (196.723)
Balance at 30 June 2018	4.275.019	19.113.436	39.528.831	62.917.286
Balance at 1 January 2019 Net loss for the period ended 30 June 2019	4.275.019	19.113.436	39.372.178 (177.167)	62.760.633 (177.167)
Balance at 30 June 2019	4.275.019	19.113.436	39.195.011	62.583.466

The notes on pages 8 to 13 form an integral part of these financial statements.

UNAUDITED CASH FLOW STATEMENT FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

		Six months period ended 30/06/2019	Six months period ended 30/06/2018
	Note	ਵ	ਵ
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax		(177.167)	(196.723)
Adjustments for:
Depreciation and amortization expense	ರಿ	264	264
Interest expense	4	55.228	75.688
Cash flows used in operations before working capital changes		(121.675)	(120.771)
(Increase)/decrease in receivables		(19.734)	(6.977)
(Decrease)/increase in trade and other payables		(450.955)	(493.697)
Cash (used in) from operations		(592.364)	(621.445)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of property, plant and equipment	6	(185.776)	(448.212)
Net cash used in investing activities		(185.776)	(448.212)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		533.000	1.614.559
Net cash generated from financing activities		533.000	1.614.559
Net (decrease)/increase in cash and cash equivalents		(245.140)	544.902
Cash and cash equivalents at beginning of the period		373.304	786
Cash and cash equivalents at end of the period		128.164	545,688

The notes on pages 8 to 13 form an integral part of these financial statements.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

1. Incorporation and principal activities

Country of incorporation

The Company Lanitis Golf Public Co Limited (the "Company") was incorporated in Cyprus on 18 April 2007 as a limited The Company under the Cyprus Companies Law, Cap. 113. On 28 February 2014, the Company was converted llability company to a public limited Limited Liblity Company under the Cyrus Companies Law, Cap., 113, 113, 113, 113 Ifolia unvale innited hability company to a pablic in the Cyprus Stock Exchange ("CSE"). Its registered office is at 10 Georgiou Gennadiou Street, Agathangelos Court, 3041, Limassol.

Principal activities

The principal activities of the Company are the development of a special leisure and residential golf course project The principal activities of the Goldenians of a creations on a sporved on 14 November 2012. On 26 The application of the town plaining permit for the division of building plots and the construction of golf course and club house. During the year, the Company carried out no trading activities.

2. Unaudited financial statements

The financial statements for the six months ended on 30 June 2018 respectively, have not been audited by the external auditors of the Company.

3. Significant accounting policies

The interim condensed financial statements for the six months ended 20 June 2019 have been prepared in according", on dontal, w bo With International Financial Reporting Standards (IFRS), IAS 34 "Interim Financial Reporting", as adopted by the with Themational Titaniaa Hoporting Clandalas (Cap. 113. The financial statements have European Onlor (LO) and the requirements on the offed by the revaluation of investment property.

The accounting policies adopted for the interim condensed financial statements for the six months The accounting polices adopted for the proparation of the annual financial statinents for the internetion ond discloseures ended 30 June 2019 are consistent will those followed for the ell the information and disclosures for year ended 31 December 2010. These interior in conjunction with the audited financial statements for required for the annual interim condensed financial statements are presented in Euro.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting nollios . I The preparation of interiority of occurrent in the process of applying the Company's accounting policies. It and requires the use of assumptions that affect the reported amounts of assess and lisclibed of clienty of covents of crivenues of contingent assets and liabilities at the financial statements and the reported amounts of Fourms comment assess and habilition of the actimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

4. Finance costs

	Six months	Six months
	period ended	period ended
	30/06/2019	30/06/2018
	€	દ
Interest expense	55.228	75.688
	55.228	75.688
It le le no a from manning

of Fros Mr. Slittin New Jakesse to admin and	Six months period ended 30/06/2019	Six months period ended 30/06/2018
Loss attributable to shareholders (€)	(177.167)	(196.723)
Weighted average number of ordinary shares in issue during the period	2.500.011	2.500.011
Loss per share attributable to equity holders of the parent (cent)	(7,09)	(7,87)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

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6. Property, plant and equipment

	Plant and machinery an	Development expenses ਵ	Total ਵ
Cost Balance at 1 January 2018 Additions	5.276	4.210.535 1.036.152	4.215.811 1.036.152
Balance at 31 December 2018/1 January 2019 Additions	5.276	5.246.687 185.776	5.251.963 185.776
Balance at 30 June 2019	5.276	5.432.463	5.437.739
Depreciation Balance at 1 January 2018 Charge for the year	2.111 528		2.111 528
Balance at 31 December 2018/1 January 2019 Charge for the period	2.639 264		2.639 264
Balance at 30 June 2019	2.903		2.903
Net book amount
Balance at 30 June 2019	2.373	5.432.463	5.434.836
Balance at 31 December 2018	2.637	5.246.687	5.249.324

The golf development expenses represent mainly consultancy, professional and other fees relating to the project referred to in note 7.

7. Investment property

Unaudited	Audited
30/06/2019	31/12/2018
ਵ	દ
70.911.576	70.911.576
70.911.576	70.911.576

The Company is the owner of land of about 1.400 decares near the villages of Tserial and in maint and in maint and in mainly any and in mainly any and The Gompany is the other of the Shopping center, My Mall Limassol, and the Fasouri Waterpark and is mainly covered r no land is now to the only aims to develop a fully integrated golf and real estate development project on the by of its existing citrus plantations. One of the master plan is to create a contemporary designed, integrated leisure and residential commity project that includes luxurious villas and apartments, and 18-hole championship golf course, a golf club, spa and sports center and commercial and retail facilities, such as restaurants and shops.

The land owned by the Company was temporarily categorized as investment property and when the final decision will be taken as the part of the land to be used for development and the part to be separated in building plots, it will be transferred to the relevant categories according to their use.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

8. Receivables

	Unaudited 30/06/2019 ર	Audited 31/12/2018 €
Other Receivables Refundable VAT	2.238 61.064	43.568
	63.302	43.568

The fair values of trade and other receivables due within one year approximate to their carrying amounts presented above.

9. Share capital

9. లో విద్యాయి	Unaudited 30/06/2019 Number of shares	Unaudited 30/06/2019 €	Audited 31/12/2018 Number of shares	Audited 31/12/2018 €
Authorised Ordinary shares of €1,71 each	3.000.000	5.130.000	3.000.000	5.130.000
Issued and fully paid Balance at 1 January	2.500.011	4.275.019	2.500.011	4.275.019
Balance at the end of the period	2.500.011	4.275.019	2.500.011	4.275.019
10. Borrowings			Unaudited 30/06/2019 €	Audited 31/12/2018 €
Current borrowings Loan from related company (Note 13.4)			506.301
			506.301
Non-current borrowings Bank loans Loan from parent company (Note 13.3)			1.229.963 1.707.876	1.208.693 1.647.797
			2.937.839	2.856.490
Maturity of borrowings:
			Unaudited 30/06/2019 €	Audited 31/12/2018 €
One year Retween one to five vears			506.301 2.937.839	2.856.490

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

10. Borrowings (continued)

On 30 December 2015, the ultimate parent company, Lanitis E.C. Holdings Limited, together with its subsitiaties, Lanitis Farm Limited and Lanitis Golf Public Co Limited, signed an agreement with their key lender to restructure their credit facilities. The total credit facilities of Lanitis E.C. Holdings Limited, Lanitis Farm Limited and Lanitis Golf Public Co Limited (together the "Obligors") of an amount of €165,8 million were restructured in accordance to two ban agreements. The first ban agreement, the senior term facilities of an amount of €100 million and the second loan agreement, the subordinated term facilities of an amount of €65,8 million. The main source of repayment of both of these loans will be the sale of assets of the Lanitis E.C. Holdings Limited Group, including real estate assets of the Obligors.

The above credit facilities are secured through corporate guarantees, pledges and mortgages of assets and floating r reducts over the net assets of the Obligors, including the immovable property of the Company (note 6 and note 7).

As at 31 December 2018, Lanitis E.C Holdings made a loan repayments amounting to €75,5 million towards the senior term facility, which covers the repayment obligations of the Obligors, including the bank loan of the Company which is part of the senior term facility, referred to above, up to December 2022.

The first scheduled repayment for the subordinated term facility is due by December 2023.

The weighted average effective interest rates at the reporting date were as follows:

	Unaudited 30/06/2019	Audited 31/12/2018
Bank loans	3.5%	3.5%
Loan from parent company and related parties	4.0%	4.0%

11. Deferred tax

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates. The applicable corporation tax rate in the case of tax losses is 12,5%.

The movement on the deferred taxation account is as follows:

Deferred tax liability

	Fair value gains on
	investments
	property
	દ
Balance at 1 January 2018	5.988.947
Charged/(credited) to:
Statement of profit or loss and other comprehensive income
Balance at 31 December 2018	5.988.947
	5.988.947
Balance at 1 January 2019
Balance at 30 June 2019	5.988.947

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

12. Trade and other payables

	unalidited 30/06/2019 印	Augured 31/12/2018 是
Other payables Accruals Payables to related companies (Note 13.2)	7.450 13.630 4.500.245	502 988 9.385 4.459.319
Less: non-current payables	4.521.325 (4.470.245)	4.971.702 (4.405.784)
Current portion	51.080	565.918

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

13. Related party transactions

The Company is controlled by Lanitis Farm Ltd, incorporated in Cyprus, which owns 100% of the Company's shares. The ultimate shareholder of the Company is Lanitis E.C. Holdings Limited.

The following transactions were carried out with related parties:

13.1 Related parties transactions

period ended 30/06/2019	SIX months period ended 30/06/2018
€ 27.268	ో 30.430 24.328
27.268	54.758
Unaudited 30/06/2019	Audited 31/12/2018
2.970.245 30.000 1.500.000	€ 2.905.784 53.535 1.500.000
4.500.245	4.459.319
Unaudited 30/06/2019 C	Audited 31/12/2018 €
1.707.876	1.647.797
1.707.876	1.647.797
	Six months Nature of transactions Interest expense Interest expense 6 Nature of transactions Current Account

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM 01 JANUARY 2019 TO 30 JUNE 2019

13. Related party transactions (Cont'd)

13.4 Loan from related company (Note 10)

	Unaudited	Audited
	30/06/2019	31/12/2018
	હ	€
Cybarco Development Limited	506.301
	506.301

14. Participation of Directors in the company's share capital

The percentage of share capital of the Company held directly by each member of the Board of Directors, their spouses and their minor children, as at 31/12/2018 and 30/06/2019 were as follows:

		30 June 2019 31 December 2018
	%	%
Platon E. Lanitis	99,99	ශ්‍රී ලිපි තිබු

15. Shareholders holding more than 5% of share capital

The shareholders holding more than 5% of the share capital of the Company as at 31/12/2018 and 30/06/2019 were as follows:

		30 June 2019 31 December 2018
Lanitis Farm Limited	99,99	99,99

16. Significant agreements with management

At the end of the year, no significant agreements existed between the Company and its management.

17. Contingent liabilities

As disclosed in note 10, the Company together with its parent company, Lanitis Farm Limited, and its ultimate parent company, Lanitis E.C. Holdings Limited are joint obligors to the credit facilities that these entitles hold with a certain bank. As per agreements, these credit facilities are secured through corporate guarantees, pledges of assets and floating charges over the net assets of the obligors.

The Company has no further contingent liabilities as at 30 June 2019.

18. Commitments

An amount of €5 million is payable to the Town Planning and Housing Department of the Ministry of Interior in the period of 10 years for the permit to develop the golf resort project for the Company.

In accordance with the resolution taken by the Republic on 22 June 2016, the Company need to pay annual installments of €0,5 million each, until full repayment of the above noted €5 million.

The Company has already settled the liabilities for the years 2016, 2017 and 2018.

The Company has no further capital or other commitments as at 30 June 2019.

19. Events after the reporting period

There were no material events after the reporting period, which have a bearing on the financial statements.