Interim / Quarterly Report • Oct 16, 2024
Interim / Quarterly Report
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PREMIA Real Estate Investment Company Société Anonyme
SIX-MONTH FINANCIAL REPORT FOR THE PERIOD
1 st January – 30 th June 2024
| STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 5 OF l. 3556/2007 4 SIX-MONTH REPORT OF THE BOARD OF DIRECTORS5 1. Performance and financial position 5 2. Significant events for the period 7 3. Description and management of the main risks and uncertainties8 4. Key Performance and Efficiency Measures11 5. Prospects for the second half of 2024 13 6. Significant transactions with related parties14 7. Treasury shares 14 8. Events after the Date of the Condensed Interim Financial Information 14 Independent auditor's review report Σφάλμα! Δεν έχει οριστεί σελιδοδείκτης. CONDENSED INTERIM FINANCIAL STATEMENTS 18 Ι. CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION 19 ΙΙ. CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD20 ΙΙΙ. CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY - GROUP21 ΙV. INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY - COMPANY 22 V. CONDENSED INTERIM STATEMENT OF CASH FLOWS23 SELECTED EXPLANATORY NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS24 1. General Information 24 2. Summary of Significant Accounting Policies 25 2.1 Basis of preparation of the Condensed Interim Financial Statements 25 2.2 New accounting standards and interpretations issued by the International Financial Reporting Standards Interpretations Committee (IFRIC) 26 3. Critical accounting estimates, assumptions and Management's judgments 27 3.1 Critical accounting estimates and assumptions made by Management in the application of the accounting policies 28 3.2 Management's critical judgments for the application of accounting principles29 4. Description and management of the main risks and uncertainties 29 4.1 Risk related to the macroeconomic environment in Greece 30 4.2 Energy crisis and geopolitical developments & going concern30 4.3 Market risk associated with investment property prices and rents30 4.4 Cash flow risk due to changes in interest rates 31 4.5 Risks concerning the Group's financing 31 4.6 Liquidity risk 32 4.7 Inflation risk 32 4.8 Credit risk 32 4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A. 33 4.10 Fair Value Measurement of Financial Assets and Financial Liabilities 33 5. Segment reporting 34 6. Additional data and information on the Interim Financial statements 36 6.1 Investment property36 6.2 Financial assets at amortised cost 40 6.3 Right-of-use Assets 40 6.4 Investments in subsidiaries 40 6.5 Investments in joint ventures and associates 41 6.6 Other long-term receivables 42 6.7 Trade receivables43 6.8 Other short-term receivables43 6.9 Blocked deposits 43 |
TABLE OF CONTENTS | PAGE |
|---|---|---|
| 6.10 Cash and cash equivalents 44 | |
|---|---|
| 6.11 Share capital 44 | |
| 6.12 Share premium44 | |
| 6.13 Reserves 44 | |
| 6.14 Retained earnings46 | |
| 6.15 Non-controlling interests 46 | |
| 6.16 Borrowings46 | |
| 6.17 Lease liabilities 47 | |
| 6.18 Other non-current liabilities 48 | |
| 6.19 Trade payables 48 | |
| 6.20 Current tax liabilities / tax48 | |
| 6.21 Other short-term liabilities49 | |
| 6.22 Investment property lease income 49 | |
| 6.23 Income from provision of services 49 | |
| 6.24 Expenses related to investment property50 | |
| 6.25 Employee benefits 50 | |
| 6.26 Other operating expenses50 | |
| 6.27 Finance expenses / income 50 | |
| 6.28 Earnings per share 51 | |
| 6.29 Transactions with related parties 51 | |
| 6.30 Commitments and Contingent liabilities and assets53 | |
| 6.31 Events subsequent to the Financial Statements 53 | |
| Report of Disposal of Funds Raised from the issuance of a Common Bond Loan | |
| by cash payment for the period from 01.01.2024 up to 30.06.202455 | |
| Agreed-Upon Procedures Report in relation to "Use of Funds Raised Report from the issuance of Common Bond Loan through payment in cash for the period from 01.01.2024 until 30.06.2024" of the Company "PREMIA Real |
|
The signatories state by the present that from what they know:
(a) The Condensed Interim Financial Information for the period from 1st January to 30th June 2024, which has been prepared in accordance with the International Financial Reporting Standard (IAS 34), gives a true and fair view of the items included in the Statement of Financial Position and the Statements of Comprehensive Income, Changes in Equity and Cash Flows for this period of PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME and its subsidiaries (the "Group"), taken as a whole, in accordance with the provisions of article 5, para. 3 to 5 of L. 3556/2007.
(b) The six-month Report of the Board of Directors gives a true and fair view of the evolution, performance and the position of PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME, as well as of the subsidiaries included in the Sixmonth Separate and Consolidated Financial Statements, including the main risks and uncertainties addressed as well as the required information based on paragraph 6 of article 5 of L. 3556/2007.
Athens, 19 September 2024
The signatories
The Chairman of the B. of D. The Managing Director The Member of the B. of D.
Ilias Georgiadis Konstantinos Markazos Kalliopi Kalogera
The present Report of the Board of Directors (hereinafter the "Report") of the Company "PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME" and its subsidiaries (hereinafter the "Company" and the "Group" respectively) aims to provide sound and comprehensive information on the events, the evolution and the performance of the Group PREMIA R.E.I.C. (hereinafter the "Group") during the first half of 2024 and the condensed interim financial position for that period.
The Report has been prepared and is in compliance with the relevant provisions of L. 3556/2007 (G.G. 91Α/30.04.2007) and the related executive decisions of the Board of Directors of the Hellenic Capital Market Commission and in particular Decision No. 8/754/14.04.2016.
The Report is included in full along with the Interim Condensed Separate and Consolidated Financial Information and the other data and statements required by law in the Six-Month Financial Report concerning the period 1 January - 30 June 2024.
The Report is uniform for the entire Group and is based on the consolidated figures of the financial statements. References to company figures and data are made where appropriate for reasons of more comprehensive information.
The Group's total investment portfolio as at 30.06.2024, consists of:
The Group's total investment portfolio as at 31.12.2023, consisted of:
It is noted that from the revaluation of the Group's investment property at fair values on 30.06.2024 arose profit of € 17.06 million, as against profit € 3.46 million in the respective half of 2023.
The Group's total borrowings (including liabilities from investment property leases and granted loans (notes 6.16-6.17) amounted to € 213.43 million against € 199.60 million at 31.12.2023.
The Group's total cash and cash equivalents (including blocked deposits) amounted to € 33.94 million against € 46.03 million at 31.12.2023. The Group's blocked deposits amounted to € 5.98 million against € 7.31 million at 31.12.2023.
The Group's net borrowings (total borrowings including liabilities from investment property leases (note 6.16. 6.17) less cash and cash equivalents, including blocked deposits) at 30.06.2024 amounted to € 179.49 million against € 154.58 million at 31.12.2023.
The total income from management of the Group's properties in the first half of 2024 amounted to € 9.66 million, as against € 9.04 million in the respective half of 2023, presenting an increase of € 0.62 million or 7%. This increase is mainly due to rents that derived from the completion of new investments made during the current period and from rental adjustments. Total income includes income form rents of properties amounting € 8.19 million and income from the provision of services amounting € 1.47 million of which € 1.24 million concern income of the subsidiary JPA ATTICA SCHOOLS S.A. and € 0.21 million income mainly from reinvoicing of common charges.
During the first half of 2024, the profit from revaluation of investment properties at fair value amounted to € 17.06 million (as against € 3.46 million in the corresponding period of 2023). This increase is mainly due to the completion of the investment of the property in Tavros, the addition of new investment properties as well as the improvement of the real estate market conditions.
For the first half of 2024, the Group presented operating earnings before interest, tax, depreciation and amortisation (EBITDA) of € 22.42 million as against € 8.35 million in the respective period of 2023, presenting an increase of € 14.07 million, which arose mainly from earnings from the revaluation of investment properties at fair value. The Group's operating earnings before interest, tax, depreciation and amortisation, not including earnings from the revaluation of investment properties at fair values (Adjusted EBITDA), amounted to € 5.36 million as against € 4.89 million in the respective half of 2023, presenting an increase of € 0.47 million or 10%.
Expenses related to investment properties amounted to € 2.91 million, compared to € 2.90 million in the corresponding half of 2023, showing no significant change.
Personnel expenses amounted to € 1.16 million as against € 0.84 million in the corresponding half of 2023, presenting an increase of € 0.32 million or 38%, with the number of employees amounting to 16 persons as at 30.06.2024 as against 18 persons at 30.06.2023.
Other operating expenses in the first half of 2024 amounted to € 0.58 million as against € 0.86 million in the respective half of 2023, presenting a decrease of € 0.28 million or 33%.
The Group's finance expenses amounted to € 4.56 million, compared to € 3.46 million in the respective half of 2023, presenting an increase of € 1.10 million or 32%. The increase is mainly due to the increase in the Group's debt as well as the increase in the reference rate (Euribor).
The Group's finance income amounted to € 1.46 million, compared to € 1.38 million in the respective half of 2023, presenting an increase of € 0.08 million or 6%, which mainly relates to finance income of the subsidiary JPA ATTICA SCHOOLS S.A. and € 0.39 million income from term deposits.
Profit after tax was formed at € 18.06 million as against profit € 5.36 million in the corresponding half of 2023, presenting an increase of € 12.70 million, mainly due to the earnings from revaluation of investment properties at fair value.
On 31.01.2024, the subsidiary PANDORA INVEST S.A. proceeded to the establishment of the 100% subsidiary PANFIN SINGLE-MEMBER S.A.
On 07.02.2024, the Company proceeded to early termination of the finance lease and acquisition of the ownership of the property located at 2, A' Parodos Dimotikou Stadiou, Katerini with repayment of the remaining liability of € 0.68 million.
On 09.02.2024 and 01.04.2024, the subsidiary PANDORA INVEST S.A. issued bond loans up to the amount of € 2 million and € 1.51 million respectively with 5 year duration, of which the amounts € 1.62 million and € 1.51 million respectively were covered by the Company, for covering its investment needs.
On 09.02.2024, the subsidiary PANFIN SINGLE-MEMBER S.A. issued a bond loan up to the amount of € 10 million and with 7 year duration, for acquiring investment properties and covering working capital needs, of which the amount € 3.14 million was covered by PANDORA INVEST S.A., for covering its investment needs.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 100 thousand.
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 100 thousand.
During the first half of 2024, the Group made the following investments, which contributed to the diversification of its property portfolio:
On 01.03.2024, the Company proceeded to the purchase of a plot of land in Mantinia, Arkadia, of 2,135 sq.m. for the consideration € 0.02 million.
On 15.03.2024, the Group proceeded with the purchase of two commercial properties in Tripoli and Athens for consideration € 1.55 million, through the newly established subsidiary PANFIN S.A. The fair value of the properties at 30.06.2024 amounted to € 1.87 million.
On 16.04.2024, the Group proceeded with the purchase of a commercial property in Drama for consideration € 0.78 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 30.06.2024 amounted to € 0.90 million.
On 27.06.2024, the Company proceeded with the purchase of an industrial property in Chalastra, Thessaloniki for consideration € 0.35 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 30.06.2024 amounted to € 1.13 million.
The subsidiary PRIMALAFT A.E. S.A. is in the process of completing the conversion of the property in Tavros into an office complex. It is noted that in the current period were carried out construction works, direct costs related to the construction and interest for the construction period totalling € 18.6 million. The fair value of the property at 30.06.2024 amounts to € 73.6 million.
The Company is in the final stage of completion of the investment of the property in Xanthi, the upper floors of which will operate as a student residence, while the ground floor of the property will operate as a commercial store. It is noted that in the current period, were carried out construction works and construction period interest amounting € 1.5 million.
Commencement of reconstruction works on the property in Pikermi, for which a lease agreement was signed, which amounted for the current period to € 0.41 million.
On 01.03 2024 the Company signed a preliminary agreement for the sale of two plots of land in Paros for consideration € 0.6 million. On 26.06.2024, the Company proceeded to the sale of a property owned by the Company located at A' Parodos Dimotikou Stadiou, Katerini, for consideration € 2.26 million. Its fair value amounted to € 2.18 million according to the valuation report as of 31.12.2023 and was free of indebtedness.
On 05.04.2024, the subsidiary PANFIN S.A. signed with Piraeus Bank a bond loan of € 7.1 million with 5-year duration with the aim of: a) the repayment of an intragroup loan to the parent Company PANDORA S.A. b) general business purposes and c) the purchase of properties. No disbursement has been made within the current period. On 18.07.2024, amount € 1.77 million was disbursed.
The Group is exposed to risks arising from the uncertainty of the estimates of the exact market figures and their future development. The Group's risk management policy recognises and classifies all its risks, which it monitors and assesses systematically in both a quantitative and qualitative manner, seeking to minimise the potential negative impact that they may have on the Group's financial performance.
The condensed Interim Financial Statements do not include all the information on the management of financial risks, as well as the relevant disclosures required in the Annual Financial Statements and should be read in conjunction with the financial statements included in the Company's Annual Financial Report as at 31.12.2023, which have been prepared in accordance with the International Financial Reporting Standards (hereinafter "IFRS"), as adopted by the European Union (hereinafter "EU").
Due to the nature of its business activity, the Group is exposed to fluctuations in the overall Greek economy and, in particular, the real estate market which indicatively affects:
The energy crisis, which started in 2022, whose depth and scope cannot be assessed at present, is contributing to a climate of uncertainty in terms of the impact of the inflationary pressures on consumption, investments and, by extension, economic growth. Rising energy prices combined with disruptions in supply chains that increase transport and production costs have fuelled strong inflationary pressures globally, increasing uncertainty regarding the impact that they will have on the economic growth rate in the coming years. In addition, the war in Ukraine is putting further pressure on energy prices and by extension, on inflation.
With regard to inflationary pressures, it is noted that the majority of the Group's lease income is based on long-term contracts and is linked to an indexation clause in relation to the change in the consumer price index. In any case, it is noted that it is not possible to predict the impact of a prolonged period of inflationary pressure on the financial position of the Group's lessees.
It is also noted that the Group during the current year has exposure to property development projects. The increases in construction costs are not expected to have a material impact on the Group's financial position due to the short construction period and their small share in the Group's total investment portfolio.
With regard to the current geopolitical developments in Ukraine and the Middle East, it is worth noting that the Group operates exclusively in Greece and has no tenants who come from countries directly affected by the military conflicts.
As the facts are constantly changing, any estimates regarding the effects of the energy crisis and the war in Ukraine and the Middle East on the domestic economy, the real estate market and, by extension, the Group's financial results are subject to a high degree of uncertainty. The Group carefully monitors and continuously evaluates developments.
Taking into account the Group's financial position, the composition and diversification of its property portfolio, its long-term investment horizon, in combination with the securing of the necessary financial resources for the implementation of its investment strategy in the medium term, it is concluded that the Group has the necessary resources for the operation and implementation of its medium-term strategy. In this way, the financial statements have been prepared in accordance with the principle of the Group's going concern.
The Group is exposed to price risk due to potential changes in the value of properties and a reduction in rents. Any negative change in the fair value of the properties in its portfolio and/or lease income will have a negative impact on the Group's financial position.
The operation of the real estate market involves risks related to factors such as the geographical location, the commerciality of the property, the general business activity of the area and the type of use in relation to future developments and trends. These factors, whether individually or in combination, can lead to a commercial upgrading or deterioration of the area and the property with a direct impact on its value. Moreover, fluctuations in the economic climate may affect the risk-return ratio sought by investors and lead them to seek other forms of investment, resulting in negative developments in the real estate market that could affect the fair value of the Group's properties and consequently its performance and financial position.
The Group focuses its investment activity on areas and categories of real estate (commercial properties such as storage and distribution centres, serviced apartments, etc.) for which sufficient demand and commerciality are expected at least in the medium term based on current data and forecasts.
In the future, the Group may be exposed to potential claims relating to defects in the development, construction and renovation of the properties, which may have a material adverse effect on its business activity, future results, and future financial position.
The thorough due diligence that is carried out by the Group when acquiring new properties may not be able to identify all the risks and liabilities related to an investment with adverse effects on future results and its future financial position.
In order to address the relevant risk in a timely manner, the Group ensures that it selects properties that enjoy excellent geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk.
The Group is also governed by an institutional framework, as defined by L. 2778/1999, which contributes significantly to the avoidance and/or timely identification and management of the relevant risk, where it stipulates that (a) the properties in the portfolio are valued periodically, as well as prior to acquisitions and transfers, by an independent certified valuer, (b) the possibility of investing in the development and construction of properties is provided for under certain conditions and restrictions, and (c) the value of each property is prohibited to exceed 25% of the value of the total property portfolio.
As regards the risk arising from the reduction of lease income, and in order to minimise the risk of negative changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in case of negative inflation there is no negative impact on rents.
The Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and cash flows. The Group's exposure to fluctuations in interest rate risk derives mainly from bank loans, which are generally concluded at variable interest rates based on the Euribor.
The Group assesses its exposure to interest rate risk and examines the possibilities of managing it through, for example, improving the terms and/or refinancing of existing loans. It is worth noting that following the issuance of the 5-year € 100 million bond traded on the Athens Stock Exchange, a significant part of the Group's total existing borrowings has a fixed interest rate and is therefore not subject to the related risk. The same applies to the part of the Group's borrowings under the Recovery and Resilience Fund ("RRF"), which amounted in total to 18.63 million at 30.06.2024 and which has a fixed interest rate.
The following sensitivity analysis is based on the assumption that the Group's borrowing rate changes, with all other variables remaining constant. It is noted that in fact, a change in one parameter (interest rate change) can affect more than one variable. If the borrowing rate, which constitutes the Group's variable borrowing cost and which at 30.06.2024 was 3.712%, increases by 100 basis points, the impact on the Group's results would be negative by approximately € 0.98 million (excluding the fixed borrowing costs resulting from the € 100 million common bond loan and the part of the loans under the RRF).
Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Group's Management seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic objectives. The Group assesses its financing needs and available sources of financing in the domestic financial market and explores any opportunities to raise additional capital through the issuance of debt in that market.
Any non-compliance by the Company and the Group's subsidiaries (including JPA) with financial covenants and other obligations under existing and/or future financing agreements could result in the termination of such financing agreements and, further, in a cross-default of the financing agreements, which could jeopardize the ability of the company itself and the Group companies' to meet their loan obligations, making these obligations due and payable and while negatively affecting the Group's prospects.
The Company's ability to distribute dividends to its shareholders, in addition to the minimum dividend of L. 2778/1999 as in force, is limited by the specific terms of its loan agreements.
Liquidity risk is the potential inability of the Group to meet its current liabilities due to lack of sufficient cash.
The Group ensures the liquidity required to meet its obligations in a timely manner through regular monitoring of liquidity needs and collections from tenants, maintaining adequate cash reserves and prudent management of these reserves. At the same time, it seeks to proactively manage its borrowings by utilizing the available financial instruments, such as the financing through the negotiable bond loan of €100 million issued in 2022 and the financing under the RRF.
Also, the Company has already entered into loan agreements or is in discussions with banks regarding the provision of additional debt capital in order to carry out its investment plan.
The Group's liquidity is monitored by the Management at regular intervals through the general liquidity ratio (current ratio). The general liquidity ratio is the ratio of short-term assets (current assets) to total current liabilities as shown in the financial statements.
| Current Ratio | Group | Company | ||
|---|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Current assets and property assets available for sale | 39,432 | 47,554 | 32,357 | 41,816 |
| Current liabilities | 9,807 | 10,764 | 5,206 | 5,456 |
| Current Ratio | 4.02 | 4.42 | 6.22 | 7.66 |
It relates to the uncertainty about the actual value of the Group's investments from a possible significant increase in inflation in future periods. With regard to this risk, which concerns reductions in lease income, and in order to minimise the risk of negative changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in the event of negative inflation there is no negative impact on rents.
The Group is exposed to credit risk in respect of trade receivables from tenants and receivables from the sale of real estate. Two major manifestations of the credit risk are counterparty risk and concentration risk.
A significant portion of the Group's lease income derives from 3 tenants, mainly belonging to the sector of commercial properties (office buildings) and industrial properties, which together represent 37% of total annualised lease income, with reference date 30.06.2024. Therefore, the Group is exposed to counterparty risk and any failure to pay rents, termination or renegotiation of the terms of these leases by the tenants on terms less favourable to the Group may have a material adverse effects on the Group's business activity, results of operations, financial position and prospects.
To minimise the effects of this risk, the Group assesses the creditworthiness of its counterparties and seeks to obtain adequate guarantees.
JPA ATTICA SCHOOLS S.A. was established for the sole purpose of undertaking, studying, financing, constructing and technical management of 10 school units in the Attica region. Given that the construction phase of the school units was completed in 2017, the schools' Operation and Maintenance phase is currently in progress.
Under the PPP Contract, specific quality specifications must be met during the schools' Operation and Maintenance phase. Non-compliance with the relevant specifications may lead to termination, which would have a negative impact on the results of JPA ATTICA SCHOOLS S.A., and consequently on the Group's results and financial position.
The main client of JPA ATTICA SCHOOLS S.A. is KTYP S.A. (School Buildings Organization S.A.), which belongs to the wider Public Sector, thus the Group is exposed to credit risk in the event that the Greek State fails to meet its obligations, such as those arising from the PPP Contract, in a timely manner. Any such failure on the part of KTYP S.A. may have significant adverse effects on the business activity and the results of JPA ATTICA SCHOOLS S.A., and by extension on the Group's results and financial position.
The Group may suffer material losses from the activity of JPA ATTICA SCHOOLS S.A. that exceed any insurance indemnity or from events that have taken place for which it cannot be insured, which would have a negative impact on the Group's results and financial position.
Below are presented the alternative Performance Measures, based on the ESMA Guidelines on Alternative Performance Measures as of 05.10.2015, derived from the Group's condensed interim financial statements.
Alternative Performance Measures should not be considered that they substitute other figures that have been calculated in accordance with IFRSs and other historical financial measures. The Company presents these figures as it considers them to be useful information for the assessment and comparison of its operating and financial performance with other companies in the industry. These figures are used by the Company's Management to monitor the Group's operating performance and financial position. As these figures are not calculated in the same way by all companies, the presentation of these figures may not be consistent with similar figures used by other companies. The Management of the Company measures and monitors the performance of the Group on a regular basis based on the following measures, which are not defined or specified in IFRS, which are used in the sector in which the Group operates.
The Group's Management monitors the liquid Assets and current Liabilities based on the following ratio:
| Current Ratio | Group | Company | ||
|---|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Current assets and property assets available for sale | 39,432 | 47,554 | 32,357 | 41,816 |
| Current liabilities | 9,807 | 10,764 | 5,206 | 5,456 |
| Current Ratio | 4.02 | 4.42 | 6.22 | 7.66 |
The Company's management monitors the development of the Group's capital structure based on the following ratios:
| Leverage ratio (Loan-to-Value) | Group | Company | ||
|---|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Long-term and granted loans | 204,227 | 189,133 | 132,722 | 131,636 |
| Short-term and granted loans | 4,215 | 4,696 | 2,602 | 2,556 |
| Long-term lease liabilities for investment property (note 6.17) | 4,773 | 4,874 | 4,773 | 4,874 |
| Short-term lease liabilities for investment property (note 6.17) | 216 | 899 | 216 | 899 |
| Total Borrowings (a) | 213,430 | 199,602 | 140,313 | 139,965 |
| Less: Blocked deposits (b) | 5,981 | 7,308 | 2,900 | 3,396 |
| Less: Cash and cash equivalents (c) | 27,955 | 37,717 | 26,597 | 36,985 |
| Net financial debt (a-b-c = d) | 179,494 | 154,577 | 110,816 | 99,584 |
| Investment Property and property assets available for sale | 299,397 | 260,895 | 197,037 | 189,625 |
| Advances for the purchase and construction of investment | ||||
| properties | 6,747 | 6,678 | 5,301 | 5,266 |
| Investments in joint ventures and associates | 2,769 | 2,823 | 3,562 | 3,562 |
| Financial assets at amortised cost (non-current and current | ||||
| portion) | 35,831 | 36,792 | - | - |
| Total Investments (e) | 344,745 | 307,188 | 205,900 | 198,453 |
| Total Assets (f) | 385,535 | 356,147 | 287,393 | 280,816 |
| Loan to Value - LTV (a/e) | 61.91% | 64.98% | 68.15% | 70.53% |
| Net Loan to Value - Net LTV (d/e) | 52.07% | 50.32% | 53.82% | 50.18% |
| Leverage ratio (a/f) | 55.36% | 56.04% | 48.82% | 49.84% |
(1) The Gearing (leverage) ratio is defined as long-term and short-term debt plus granted loans, plus short-term and long-term liabilities from investment property leases (note 6.17) as shown in the statement of financial position divided by total assets at each reporting date.
(2) Loan to Value (hereinafter "LTV") ratio, which is calculated as total debt divided by total investments. - Total financial debt is defined as the sum of short-term and long-term loans, plus granted loans plus short-term and long-term liabilities from investment
property leases (note 6.17).
(3) Net Loan to Value (Net LTV) ratio (hereinafter "Net LTV"), which is calculated as the net financial debt divided by total investments.
Net financial debt is defined as the sum of total short-term and long-term loans, plus granted loans, plus short-term and long-term liabilities from investment property leases (note 6.17), less cash and cash equivalents and blocked deposits.
Total investments are defined as the sum of investment properties, advances for the purchase of investment property, investments in joint ventures and associates and financial assets at amortized cost.
Net Asset Value ("NAV") is defined as total net worth (before non-controlling interests).
The table below shows the calculation of NAV:
| The Group | |||
|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 31.12.2023 | |
| Net Asset Value (1) (a) | 162,489 | 147,221 | |
| Number of shares at the end of the year (2) (b) | 85,757 | 85,902 | |
| Net Asset Value (per share) (a) / (b) | 1.89 | 1.71 |
(1) before non-controlling interests
(2) after deduction of treasury shares
The Group's adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) are as follows:
| The Group | |||
|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 30.06.2023 | Change % |
| Profit for the period | 18,062 | 5,364 | |
| Plus: Depreciation-Amortisation of Property, plant and equipment | |||
| and intangible assets | 221 | 117 | |
| Less/Plus: Profit/(Loss) from investments in joint venture and | |||
| associates | 54 | 133 | |
| Plus: Finance expenses - net | 3,091 | 2,078 | |
| Plus/Less: Taxes | 995 | 658 | |
| Earnings before interest, tax, depreciation and amortisation | |||
| (EBITDA) | 22,421 | 8,350 | |
| Plus/(Less): Net loss/(profit) from revaluation of investment | |||
| property at fair value | (17,063) | (3,464) | |
| Adjusted Earnings before interest, tax, depreciation and | |||
| amortisation (Adjusted EBITDA) | 5,359 | 4,886 | 9.68% |
The Group's funds from operations (FFO) have as follows:
| Funds from Operations – FFO | The Group | |||
|---|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 30.06.2023 | Change % | |
| Profit for the period attributable to equity holders of the | ||||
| Company | 17,837 | 5,362 | ||
| Plus: Depreciation-Amortisation of Property, plant and | ||||
| equipment and intangible assets | 221 | 117 | ||
| Plus: Profit from investment in joint venture and associates | 54 | 133 | ||
| Plus/(Less): Net loss from revaluation of investment property at | ||||
| fair value | (17,063) | (3,464) | ||
| Less: Gains on sale of investment properties | (58) | - | ||
| Plus/(Less): Profit attributable to non-controlling interests as | ||||
| regards the above adjustments | 225 | 1 | ||
| FFO | 1,216 | 2,151 | -43.47% |
The prospects for the Greek economy remain positive, but the international macroeconomic environment remains volatile as there is still considerable uncertainty regarding the energy crisis, inflationary pressures, interest rate trend as well as the evolution of the wars in Ukraine and the Middle East. A positive development is the fact that on 12.06.2024 and 12.9.2024 two consecutive interest rate cuts of 25 basis points each of the European Central Bank's reference rate were made, with the expectation of a further reduction possibly during the year. More specifically, the reference rate decreased from 4.25% to 3.75%, while this decrease positively affects both the course of Euribor and therefore the Group's borrowing cost as well as its tax liabilities.
In the current environment, the key priority of the Management is the consistent and effective implementation of the Company's business plan in order to continue the growth course of the last 3 years, with the aim of optimising the composition and diversification of its investment portfolio and enhancing its qualitative characteristics.
The Company remains focused on sectors where medium-term expectations are still positive, such as logistics and serviced apartments (student residence), while selectively entering new sectors that are estimated to have demand and growth prospects, such as green offices and hotels.
Particular emphasis is also placed on the effective management of the Company's liabilities in order to secure the necessary financing on competitive terms, utilizing all appropriate financial instruments such as financing under the Recovery and Resilience Fund.
The Company expects to continue its growth path in the second half of 2024 based on the completion of significant investments during 2024 which will gradually enhance its financial performance as well as its characteristics such as:
Gross yield of income properties 7.2%
Long-term contracts with a Weighted Average Lease Term 8.4 years with approximately 99% of the relevant leases subject to revaluation at least based on inflation. In addition, the PPP contract for the ten (10) schools has a duration until 2041 with part of the revenues also following an inflationary adjustment.
Net leverage ratio (Net LTV) 52.07%, weighted average lease term of loans of 7.3 years and resilience against future interest rate increases (approximately 55% of the existing borrowing at fixed interest rate including the negotiable bond loan of €100 million at fixed interest rate 2.8%). At 30.06.2024, the weighted average borrowing cost of the Group was 4.1%, incorporating Euribor of 3.712%.
Lastly, the Management systematically monitors and evaluates the macroeconomic and financial data that are being formed in order to make the necessary adjustments, if required.
The significant transactions with related parties, as defined by the International Accounting Standard 24 "Related Party Disclosures" (IAS 24), are presented in detail in Note 6.29 of the Condensed Interim Financial Information for the six-month period ended at 30th June 2024.
At 30.06.2024, the Company held 1,370,474 treasury shares, of nominal value of € 0.50, percentage 1.573% of its shares, of total value € 1,680,379, in execution of the resolution of the Extraordinary General Meeting of Shareholders held on 20/11/2020 (see Note 6.11). During the current period, shares of total value € 164,979 were acquired.
At 18.07.2024, the subsidiary PANFIN S.A. disbursed an amount of € 1.8 million from an existing bond loan agreement with Piraeus Bank.
At 22.07.2024, was completed the Company's share capital increase amounting € 205,844 through the issuance of 411,688 new, ordinary, registered shares of nominal value €0.50 each, with capitalization of a reserve of incentive plans in order for these shares to be made available free of charge to the beneficiaries of the Plan in accordance with article 114 of L. 548/2018.
At 01.08.2024, the Company signed a binding agreement with Nordic Leisure Travel Group for the purchase of two hotel complexes in Crete and Rhodes, through the acquisition of 100% shares of subsidiaries of the above group, which own the above properties. The transaction price amounts to € 112.5 million subject to adjustments in the legal, technical and financial due diligence framework, in accordance with the terms of the Sale and Purchase agreement (SPA). The transaction is subject to obtaining the necessary approvals (including the Hellenic Competition Commission) and the transfer of the operational activity of the Hotels to a subsidiary of Nordic Leisure Travel Group, under the name "NLTG Hotels Hellas SINGLE-MEMBER S.A." The transaction is expected to be completed in the fourth trimester of 2024. The Company's Management assessed the above investment as an acquisition of an asset. The Company also entered into an agreement with the company "NLTG HH GREECE SINGLE-MEMBER S.A.", a subsidiary of the Swedish company "NORDIC LEISURE TRAVEL GROUP HH Greece AB", to participate in a future share capital increase of PREMIA S.A. up to the amount of € 12.5 million, with an offer price of € 1.36 per share and subject to the waiver of the pre-emption right of the existing shareholders of PREMIA. The relevant decision and the specific terms will be taken by the competent General Meeting of the Company's shareholders, which will be convened until 31.12.2024 in accordance with all the conditions set by the Law.
At 30.08.2024, the Company signed with Piraeus Bank a bond loan of amount up to € 16 million, with a maturity of 5 years, for the purpose of refinancing a) existing bond loans and b) an existing finance lease.
The Company, within the context of its strategic cooperation with the company TEMES S.A., paid amounts € 0.5 million and €1.3 million, on 25.07.2024 and 10.09.2024 respectively, for the acquisition of 50% of the company NAVARINO VINEYARDS S.A., which is 100% a subsidiary of TEMES S.A. until today.
At 13.09.2024, the subsidiary PREMIA MAROUSI S.A. signed with Piraeus Bank an amendment to an existing bond loan concerning an interest rate reduction.
At 13.09.2024, the Company, implementing a preliminary agreement signed on 03.07.2024, proceeded to the sale of a property owned by it and located in Megalochori, Santorini, for consideration € 6.5 million. Its fair value amounted to € 4.06 million according to the valuation report as at 30.06.2024 and was free of indebtedness.
At 19.09.2024, the Group proceeded to the purchase of a commercial property in Athens for consideration € 0.45 million, through the subsidiary PANFIN S.A.
For the Board of Directors The Chairman of the B. of D. Ilias Georgiadis
Extract from the Board's minutes book.
Athens, 19 September 2024

To the Board of Directors of the Company Premia Real Estate Investment Company Société Anonyme
We have reviewed the accompanying condensed separate and consolidated statement of financial position of the Company Premia Real Estate Investment Company Société Anonyme, as of June 30, 2024, and the related condensed separate and consolidated statements of comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes that comprise the interim condensed financial information and which form an integral part of the six-month financial report required by Law 3556/2007.
Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as endorsed by the European Union and applied to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements ("ISRE") 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing as incorporated in Greek Law and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.

Our review has not identified any material inconsistency or error in the declarations of the members of Board of Directors and the information contained in the six-monthly report of the Board of Directors Report prepared in accordance with article 5 and 5a of Law 3556/2007, compared to the condensed financial information.
Athens, 19 September, 2024
The Certified Auditor Accountant
The Certified Auditor Accountant
Andreas Hadjidamianou SOEL R.N. 61391
Eleonora Seka SOEL R.N. 50131
ERNST &YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. CHIMARRAS 8B, MAROUSI 151 25 GREECE SOEL R.N. 107
for the period (1 January to 30 June 2024)
According to the International Financial Reporting Standards (IAS 34)
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Note | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | ||
| Assets | ||||||
| Non-current assets | ||||||
| Investment property | 6.1 | 298,917,414 | 260,895,268 | 196,557,414 | 189,625,268 | |
| Advances for the purchase and construction of | ||||||
| investment properties | 6,746,979 | 6,678,288 | 5,300,786 | 5,265,850 | ||
| Financial assets at amortised cost | 6.2 | 33,969,394 | 34,929,797 | - | - | |
| Property, plant and equipment | 1,353,536 | 851,443 | 1,461,536 | 959,443 | ||
| Right-of-use assets | 6.3 | 756,843 | 820,043 | 756,843 | 820,043 | |
| Intangible assets | 19,895 | 19,884 | 19,895 | 19,884 | ||
| Investments in subsidiaries | 6.4 | - | - | 32,033,737 | 31,833,737 | |
| Investments in associates | 6.5 | - | - | 412,500 | 412,500 | |
| Investments in joint ventures | 6.5 | 2,769,146 | 2,822,720 | 3,149,059 | 3,149,059 | |
| Blocked deposits | 6.9 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |
| Other long-term receivables | 6.6 | 70,496 | 75,516 | 13,844,651 | 5,414,059 | |
| Total non-current assets | 346,103,703 | 308,592,959 | 255,036,420 | 238,999,843 | ||
| Current assets | ||||||
| Trade receivables | 6.7 | 3,075,757 | 932,319 | 1,999,913 | 925,463 | |
| Financial assets at amortised cost | 6.2 | 1,861,760 | 1,861,760 | - | - | |
| Other short-term receivables | 6.8 | 1,577,988 | 1,234,700 | 1,879,646 | 2,009,003 | |
| Blocked deposits | 6.9 | 4,481,480 | 5,807,756 | 1,400,475 | 1,896,359 | |
| Cash and cash equivalents | 6.10 | 27,954,752 | 37,717,391 | 26,596,967 | 36,984,921 | |
| Total current assets | 38,951,738 | 47,553,927 | 31,877,001 | 41,815,746 | ||
| Property assets available for sale | 6.1 | 480,000 | - | 480,000 | - | |
| Total Assets | 385,535,441 | 356,146,886 | 287,393,421 | 280,815,589 | ||
| Equity | ||||||
| Attributable to equity owners of the parent | ||||||
| Share capital | 6.11 | 43,563,581 | 43,563,581 | 43,563,581 | 43,563,581 | |
| Treasury shares | (1,680,379) | (1,515,400) | (1,680,379) | (1,515,400) | ||
| Total | 41,883,202 | 42,048,181 | 41,883,202 | 42,048,181 | ||
| Share premium | 6.12 | 12,672,119 | 12,673,752 | 12,705,900 | 12,707,130 | |
| Reserves | 6.13 | 55,142,053 | 57,269,813 | 53,743,362 | 55,871,123 | |
| Retained earnings | 6.14 | 52,791,277 | 35,229,253 | 32,624,649 | 24,412,771 | |
| Total equity attributable to equity owners of | ||||||
| the parent | 162,488,651 | 147,220,998 | 140,957,113 | 135,039,205 | ||
| Non-controlling interests | 6.15 | 252,702 | 27,571 | - | - | |
| Total equity | 162,741,353 | 147,248,569 | 140,957,113 | 135,039,205 | ||
| Liabilities | ||||||
| Non-current liabilities | ||||||
| Borrowings | 6.16 | 198,702,371 | 186,268,361 | 131,964,074 | 131,097,876 | |
| Grants related to loans | 6.16 | 5,524,252 | 2,864,530 | 757,986 | 537,748 | |
| Lease liabilities | 6.17 | 5,503,570 | 5,664,175 | 5,503,570 | 5,664,175 | |
| Employee benefit obligations | 30,380 | 47,880 | 30,380 | 47,880 | ||
| Provisions | 303,456 | 403,456 | 303,456 | 303,456 | ||
| Other non-current liabilities | 6.18 | 2,922,958 | 2,886,095 | 2,670,853 | 2,669,109 | |
| Total non-current liabilities | 212,986,987 | 198,134,498 | 141,230,319 | 140,320,244 | ||
| Current liabilities | ||||||
| Trade payables | 6.19 | 691,471 | 523,815 | 236,014 | 171,812 | |
| Current tax liabilities | 6.20 | 995,663 | 788,224 | 639,994 | 508,555 | |
| Borrowings | 6.16 | 3,864,454 | 4,551,020 | 2,537,023 | 2,515,167 | |
| Grants related to loans | 6.16 | 350,166 | 144,949 | 64,828 | 40,740 | |
| Lease liabilities | 6.17 | 333,619 | 1,010,949 | 333,619 | 1,010,949 | |
| Other current liabilities | 6.21 | 3,571,726 | 3,744,863 | 1,394,510 | 1,208,918 | |
| Total current liabilities | 9,807,101 | 10,763,819 | 5,205,989 | 5,456,140 | ||
| Total liabilities | 222,794,088 | 208,898,317 | 146,436,308 | 145,776,384 | ||
| Total equity and liabilities | 385,535,441 | 356,146,886 | 287,393,421 | 280,815,589 | ||
| Group | Company | ||||
|---|---|---|---|---|---|
| 01.01- | 01.01- | 01.01- | 01.01- | ||
| Continuing operations | Note | 30.06.2024 | 30.06.2023 | 30.06.2024 | 30.06.2023 |
| Investment property lease income | 6.22 | 8,189,279 | 7,379,054 | 7,039,302 | 3,597,350 |
| Income from provision of services | 6.23 | 1,474,516 | 1,656,483 | 209,863 | 278,594 |
| Total income | 9,663,795 | 9,035,537 | 7,249,166 | 3,875,944 | |
| Gains on sale of investment properties | 58,434 | - | 58,434 | - | |
| Results from revaluation of investment property at fair | |||||
| value | 6.1 | 17,062,589 | 3,463,698 | 7,335,337 | 2,904,088 |
| Expenses related to investment property | 6.24 | (2,912,854) | (2,899,447) | (1,405,000) | (953,121) |
| Personnel costs and expenses | 6.25 | (1,157,512) | (843,824) | (1,157,512) | (843,824) |
| Depreciation of PPE and intangible assets | (220,535) | (117,021) | (220,535) | (113,423) | |
| Other operating expenses | 6.26 | (577,154) | (857,526) | (489,904) | (661,281) |
| Other income | 284,096 | 452,271 | 184,096 | 432,111 | |
| Operating profit | 22,200,859 | 8,233,688 | 11,554,083 | 4,640,493 | |
| Share of loss from investment in joint venture and | |||||
| associates | 6.5 | (53,574) | (133,430) | - | - |
| Finance income | 6.27 | 1,464,524 | 1,380,011 | 642,069 | 377,765 |
| Finance expenses | 6.27 | (4,555,157) | (3,458,160) | (3,068,801) | (2,083,895) |
| Profit before income tax | 19,056,652 | 6,022,108 | 9,127,350 | 2,934,364 | |
| Tax | 6.20 | (994,608) | (658,207) | (640,584) | (301,525) |
| Profit for the period | 18,062,045 | 5,363,902 | 8,486,766 | 2,632,839 | |
| Other comprehensive income | |||||
| Other comprehensive income for the period | - | - | - | - | |
| Total comprehensive income for the period | 18,062,045 | 5,363,902 | 8,486,766 | 2,632,839 | |
| Profit for the period attributable to: | |||||
| Equity owners of the Parent | 17,836,913 | 5,362,464 | 8,486,766 | 2,632,839 | |
| Non-controlling interests | 225,132 | 1,438 | - | - | |
| Profit for the period | 18,062,045 | 5,363,902 | 8,486,766 | 2,632,839 | |
| Basic earnings per share attributable to equity | |||||
| owners of the parent | 6.28 | 0.2077 | 0.0623 | ||
| Diluted earnings per share attributable to equity owners of the parent |
6.28 | 0.2041 | 0.0616 | ||
| Balance at 1 January 2023 | Note | Share capital & Treasury shares 42,288,603 |
Share premium 12,681,040 |
Other Reserves & Stock incentive plan reserve 53,980,273 |
Retained earnings 32,140,795 |
Total Equity Owners of the Parent 141,090,712 |
Non-controlling interests 254,450 |
Total Equity 141,345,161 |
|---|---|---|---|---|---|---|---|---|
| Profit for the period Other comprehensive income for the period |
- - |
- - |
- - |
5,362,464 - |
5,362,464 - |
1,438 - |
5,363,902 - |
|
| Total comprehensive income for the period |
- | - | - | 5,362,464 | 5,362,464 | 1,438 | 5,363,902 | |
| Share capital increase expenses |
- | (6,790) | - | - | (6,790) | - | (6,790) | |
| Legal reserve | - | - | 376,771 | (376,771) | - | - | - | |
| Treasury shares Distribution of tax-free |
6.11 | (142,628) | - | - | - | (142,628) | - | (142,628) |
| reserves | - | - | (1,742,543) | - | (1,742,543) | - | (1,742,543) | |
| Stock incentive plan reserve | 6.13 | - | - | 206,667 | - | 206,667 | - | 206,667 |
| Balance at 30 June 2023 | 42,145,975 | 12,674,250 | 52,821,168 | 37,126,488 | 144,767,881 | 255,888 | 145,023,769 | |
| Balance at 1 January 2024 | 42,048,181 | 12,673,752 | 57,269,813 | 35,229,253 | 147,220,998 | 27,571 | 147,248,569 | |
| Profit for the period Other comprehensive income |
- | - | - | 17,836,913 | 17,836,913 | 225,132 | 18,062,045 | |
| for the period | - | - | - | - | - | - | - | |
| Total comprehensive income for the period |
- | - | - | 17,836,913 | 17,836,913 | 225,132 | 18,062,045 | |
| Share capital increase expenses |
- | (1,633) | - | - | (1,633) | - | (1,633) | |
| Legal reserve | 6.13 | - | - | 274,888 | (274,888) | - | - | - |
| Treasury shares Distribution of tax-free |
6.11 | (164,979) | - | - | - | (164,979) | - | (164,979) |
| reserves | 6.13 | - | - | (2,613,815) | - | (2,613,815) | - | (2,613,815) |
| Stock incentive plan reserve | 6.13 | - | - | 211,166 | - | 211,166 | - | 211,166 |
| Balance at 30 June 2024 | 41,883,202 | 12,672,119 | 55,142,053 | 52,791,277 | 162,488,651 | 252,702 | 162,741,353 |
| Share | ||||||
|---|---|---|---|---|---|---|
| Capital & | Other reserves | |||||
| Treasury | Share | & Reserve for | Retained | |||
| Note | Shares | premium | incentive plan | earnings | Total Equity | |
| Balance at 1 January 2023 | 42,288,603 | 12,707,130 | 52,340,970 | 11,479,632 | 118,816,335 | |
| Profit for the period | - | - | - | 2,632,839 | 2,632,839 | |
| Other comprehensive income for the period | - | - | - | - | - | |
| Total comprehensive income for period | - | - | - | 2,632,839 | 2,632,839 | |
| Legal reserve | - | - | 376,771 | (376,771) | - | |
| Treasury shares | 6.11 | (142,628) | - | - | - | (142,628) |
| Distribution of tax-free reserves | - | - | (1,742,543) | - | (1,742,543) | |
| Stock incentive plan reserve | 6.13 | - | - | 206,667 | - | 206,667 |
| Balance at 30 June 2023 | 42,145,975 | 12,707,130 | 51,181,864 | 13,735,700 | 119,770,669 | |
| Note | ||||||
| Balance at 1 January 2024 | 42,048,181 | 12,707,130 | 55,871,123 | 24,412,771 | 135,039,205 | |
| Profit for the period | - | - | - | 8,486,766 | 8,486,766 | |
| Other comprehensive income for the period | - | - | - | - | - | |
| Total comprehensive income for period | - | - | - | 8,486,766 | 8,486,766 | |
| Legal reserve | 6.13 | - | - | 274,888 | (274,888) | - |
| Share capital increase expenses | - | (1,230) | - | - | (1,230) | |
| Treasury shares | 6.11 | (164,979) | - | - | - | (164,979) |
| Distribution of tax-free reserves | 6.13 | - | - | (2,613,815) | - | (2,613,815) |
| Stock incentive plan reserve | 6.13 | - | - | 211,166 | - | 211,166 |
| Balance at 30 June 2024 | 41,883,202 | 12,705,900 | 53,743,362 | 32,624,649 | 140,957,113 |
Amounts in Euro (unless otherwise stated)
| Group | Company | |||
|---|---|---|---|---|
| 01.01- 30.06.2024 |
01.01- 30.06.2023 |
01.01-30.06.2024 | 01.01- 30.06.2023 |
|
| Cash Flows from operating activities | ||||
| Profit before taxes | 19,056,652 | 6,022,108 | 9,127,350 | 2,934,364 |
| Plus/less adjustments for: | ||||
| Depreciation and amortisation | 220,535 | 117,021 | 220,535 | 113,423 |
| Provisions for personnel | 193,666 | 206,667 | 193,666 | 206,667 |
| Other provisions Net loss from revaluation of investment property at fair value |
(158,797) (17,062,589) |
(400,000) (3,463,698) |
(20,609) (7,335,337) |
(400,000) (2,904,088) |
| Gains/(loss) on sale of investment properties | (58,434) | - | (58,434) | - |
| Interest income / Other income | (1,464,524) | (1,488,210) | (642,069) | (377,965) |
| Interest expense | 4,395,090 | 3,293,211 | 2,908,734 | 2,054,449 |
| Interest Expense on Leases IFRS 16 | 160,067 | 164,948 | 160,067 | 29,446 |
| Share of losses from investment in joint venture and | ||||
| associates | 53,574 | 133,430 | - | - |
| Plus/Less adjustments of working capital to net cash or related to operating activities: |
||||
| Decrease / (increase) of receivables | (2,245,498) | (1,724,750) | (857,812) | (1,148,761) |
| Increase) / (decrease of payables except borrowings | 415,977 | 1,956,850 | 810,872 | 1,339,714 |
| Increase / (decrease) of financial assets at amortised cost | 2,033,548 | 1,990,398 | - | - |
| Cash flows from operating activities | 5,539,267 | 6,807,976 | 4,506,963 | 1,847,249 |
| Less: | ||||
| Interest expense paid | (3,943,402) | (4,269,898) | (2,674,682) | (2,520,005) |
| Income tax paid | (787,168) | (306,249) | (509,145) | (146,891) |
| Net cash generated from Operating Activities (a) | 808,696 | 2,231,830 | 1,323,136 | (819,648) |
| Cash Flows from investing activities | ||||
| Increase in investment in subsidiary | - | (122,419) | (200,000) | (122,419) |
| Share capital increase expenses Acquisition of investment in associates |
(1,633) | - (125,000) |
(1,230) | (125,000) |
| Loans to subsidiaries | - | - | (8,193,400) | (17,389,551) |
| Purchases of new investment properties | (2,735,864) | (4,457,575) | (23,253) | (4,457,575) |
| Subsequent capital expenditure for investments in properties | (20,887,529) | (5,937,942) | (2,275,579) | (1,491,405) |
| Advances and expenses relating to the future acquisition and | ||||
| construction of property | (650,691) | (142,915) | (616,936) | (142,915) |
| Purchase of PPE and intangible assets | (659,438) | (10,294) | (659,438) | (10,554) |
| Sales of investment properties | 2,260,000 | - | 2,260,000 | 260 |
| Interest received | 317,596 | 110,207 | 317,596 | 110,178 |
| Net cash used in Investing Activities (b) | (22,357,559) | (10,796,145) | (9,392,240) | (23,628,981) |
| Cash flows from financing activities | ||||
| Purchase of treasury shares | (164,979) | (142,628) | (164,979) | (142,628) |
| Proceeds from the issuance of bonds and other borrowings | 16,064,029 | 15,820,182 | 1,177,236 | 15,820,182 |
| Expenses related the issuance of bonds and other borrowings | - | (351,644) | - | (351,644) |
| Distribution of tax-free reserves | (2,613,713) | (1,742,485) | (2,613,713) | (1,742,485) |
| Repayment of borrowings | (2,044,576) | (14,326,171) | (432,465) | (21,250) |
| Repayment of lease liabilities | (780,813) | (81,657) | (780,813) | (47,354) |
| Change in blocked deposits | 1,326,276 | (1,046,144) | 495,883 | (2,102,241) |
| Net cash used in Financing Activities (c) | 11,786,223 | (1,870,546) | (2,318,851) | 11,412,579 |
| Net increase/(decrease) in cash and cash equivalents for the | ||||
| period (a) + (b) + (c) | (9,762,639) | (10,324,656) | (10,387,955) | (13,036,050) |
| Cash and cash equivalents at beginning of the period | 37,717,391 | 40,795,689 | 36,984,921 | 38,766,961 |
| Cash and cash equivalents at the end of the period | 27,954,752 | 30,471,033 | 26,596,967 | 25,730,911 |
The set out Selected Explanatory Notes are an integral part of the Condensed Interim Financial Statements at 30th June 2024.
The Company "PREMIA REIC" under the distinctive name "PREMIA Properties" (hereinafter the "Company") is active in the real estate investment sector as provided for in article 22 of L. 2778/1999, as in force at that time. As a Real Estate Investment Company (REIC), the Company is supervised by the Hellenic Capital Market Commission. The Company was established in 1991 in Greece in accordance with the Greek law. The Company's Legal Entity Identifier (LEI) code is 213800MU91F1752AVM79. The Company is registered in G.E.MI. No. 861301000. The duration of the Company, according to is Articles of Association has been set for 95 years (date of registration of the decision to establish the Company in the G.E.MI.).
The website of the Company is (http://www.premia.gr).
The Company along with its subsidiaries (jointly the "Group") is active in the exploitation and management of real estate in Greece. The Company's registered office is set at the Municipality of Athens of the Prefecture of Attica and its offices are located at 59, Vasilissis Sofias Avenue, P.C. 11521.
At 30 June 2024, the number of employees of the Group and the Company was 16 persons as against 18 persons, for the Group and the Company at 30 June 2023.
The Board of Directors was elected by the Ordinary General Meeting of the Company held on 31 May 2024 and was constituted at its meeting on the same day. The Board has a three-year term which terminates on 31.05.2027 and is automatically extended until the expiry of the deadline within which the next Ordinary General Meeting must be held. The composition of the Board of Directors is as follows:
| Full name | Position in the B. of D. | Capacity |
|---|---|---|
| Ilias Georgiadis of Nikolaos | Chairman | Executive Member |
| Frank Roseen of Anastasios | Vice Chairman | Non-executive member |
| Konstantinos Markazos of Alexios | Managing Director | Executive Member |
| Kalliopi Kalogera of Stamatis | Member | Executive Member |
| Ilias Tsiklos of Kyriakos | Member | Non-executive member |
| Vasileios Andrikopoulos of Fillipos | Member | Independent non-executive member |
| Panagiotis Vroustouris of Konstantinos | Member | Independent non-executive member |
| Revekka Pitsika of Georgios Taxiarchis | Member | Independent non-executive member |
The Company's shareholder composition at 30.06.2024 was as follows:
| Contribution % Shareholder in Share Capital |
||
|---|---|---|
| Sterner Stenhus | 41.62 % | |
| Fastighets AB Balder | 17.22% | |
| Nequiter | 10.70% | |
| NOE S.A. | 7.95% | |
| Elias Tsiklos Holdings Ltd | 1.95% | |
| Other shareholders (<5%) | 20.56% | |
| Total | 100.00% |
In the table below are set out the Company's holdings, direct and indirect, as these were at 30.06.2024 and 31.12.2023:
| Company | Registered Office |
Activity | % Held 30.06.2024 |
% Held 31.12.2023 |
Consolidation method |
|---|---|---|---|---|---|
| EMEL S.A. | Greece | Exploitation of real estate | 99.62% | 99.62% | Full |
| ARVEN S.A. | Greece | Exploitation of real estate | 100% | 100% | Full |
| JPA ATTICA SCHOOLS S.A. | Greece | Management of School Units | 100% | 100% | Full |
| PREMIA MAROUSI S.A. | Greece | Exploitation of real estate | 100% | 100% | Full |
| PRIMALAFT S.A. | Greece | Exploitation of real estate | 100% | 100% | Full |
| PANDORA INVEST S.A. | Greece | Exploitation of real estate | 80% | 80% | Full |
| PANFIN S.A. | Greece | Exploitation of real estate | 80% | - | Full |
| PANRISE S.A. | Greece | Exploitation of real estate | 80% | - | Full |
| RENTI TO GO S.A. | Greece | Exploitation of real estate | 80% | - | Full |
| IQ KARELA S.A. | Greece | Exploitation of real estate | 40% | 40% | Equity method |
| P & E INVESTMENTS | Greece | Exploitation of real estate | 25% | 25% | Equity method |
On 31.01.2024, was established the company PANFIN S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 25 thousand.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 100 thousand.
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 100 thousand.
The condensed consolidated financial statements are prepared by incorporating the financial statements of the Company's subsidiaries using the full consolidation method.
All transactions of the Group with related parties are carried out in the frame of its activities.
These condensed interim financial statements of the Group and the Company for the period from 1 January to 30 June 2024 were approved by the Board of Directors on 19 September 2024 and have been published by posting them on the internet at www.premia.gr.
The Condensed Interim Financial Information of the Group and the Company for the six-month period ended 30 June 2024 has been prepared:
a) in accordance with the International Accounting Standard (IAS) 34, "Interim Financial Reporting", as adopted by the European Union.
b) in accordance with the going concern principle of the Company and the Group, under the historical cost principle except for the Investment properties which have been measured at their fair value.
The Condensed Interim Financial Information includes selected disclosures and does not include all the information required in the Annual Financial Statements. Thus, the Condensed Interim Financial Information should be read in conjunction with the
financial statements included in the Company's Annual Financial Report as at 31.12.2023, which were prepared in accordance with the International Financial Reporting Standards (hereinafter the "IFRS"), as adopted by the European Union (hereinafter the "E.U.").
The accounting policies adopted are consistent with those that were used for the preparation of the annual Financial Statements for the year ended 31 December 2023 and which are available on the Company's website www.premia.gr with the exception of the adoption of new and amended standards as set out below (Note 2.2.).
The amounts included in this Condensed Interim Financial Information are presented in Euro, rounded to the nearest unit unless otherwise stated in the individual notes for clarity of presentation. Any differences between the amounts reported in the main financial statements and the relevant amounts presented in the accompanying notes are due to rounding.
The preparation of the financial statements in accordance with IFRS requires the use of estimates and assumptions that may affect both the carrying amounts of assets and liabilities and the required disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of income and expenses recognised during the reporting period. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.
The accounting policies adopted are consistent with those adopted in the previous financial year except for the following standards, which the Group has adopted as at 1 January 2024.
The new IFRS and IFRS amendments adopted did not have a significant impact on the Group's accounting policies.
financial liabilities of finance arrangements and of comparable trade payables that are not part of those arrangements. The amendments have no impact on the Annual Financial Statements of the Group and the Company.
• IAS 21 The effects of changes in foreign exchange rates: Lack of exchangeability (Amendments). The amendments are applied for annual reporting periods beginning on or after 1 January 2025, while earlier application is permitted. The Management of the Group and the Company is in the process of evaluating the impact of these amendments on the Financial Statements.
IFRS 18 introduces new presentation requirements in the statement of profit or loss, including defined totals and totals such as "operating profit" and "profit before taxes, financing results and income taxes". It requires an entity to classify all profit and loss in the profit and loss statement in one of five categories: operating, investing, financing, income taxes and discontinued operations. It also requires disclosure on management performance measures (MPMs) and includes new requirements for classification and further analysis of the financial information based on the identified "roles" to the primary financial statements and to the notes. In addition, there are consequential amendments to other accounting standards. IFRS 18 is effective for annual reporting periods beginning on or after 1 January 2027 and allows for earlier application. Retrospective application is required in both annual and interim financial statements. The standard has not been adopted by the European Union. The Management of the Group and the Company is in the process of evaluating the impact of these amendments on the Financial Statements.
• IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Amendment: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address a recognised inconsistency between the requirements of IFRS 10 and those of IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when the transaction involves an entity (whether or not it is housed in a subsidiary). A partial gain or loss is recognised when the transaction involves assets that do not constitute an enterprise, even if those assets are housed in a subsidiary. In December 2015, the IASB indefinitely deferred the implementation date of this amendment, pending the outcome of its work on the equity method. The amendments have not yet been adopted by the European Union. The Management of the Group and the Company is in the process of evaluating the impact of these amendments on the Financial Statements.
The preparation of the condensed interim consolidated financial statements in accordance with IFRS requires the use of certain significant accounting estimates and assumptions. It also requires Management to exercise judgment in the process of applying accounting principles.
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including anticipated future events that, under current circumstances, are expected to occur.
The Group makes estimates and assumptions about the development of future events. By definition, these estimates rarely match precisely the actual results that result.
Estimates and assumptions that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities in the next financial period are as follows
Fair value estimates of investments in properties, are based on estimates made by independent certified valuers at the end of each year. These estimates are made on the basis of data from various sources, including current prices and discounting of future cash flows, resulting from the terms of current rents and other contracts as well as from (where possible) external data such as current rental prices of similar properties.
The Group uses the following hierarchy to determine and disclose the fair value of investment property per valuation technique:
The most appropriate indication of "fair value" is the current values prevailing in an active market for related leases and other contracts. If such information cannot be obtained, Group management determines value through a range of reasonable estimates of "fair values" based on the advice of independent external valuers.
In making such a decision, the Group's Management considers information from various sources, including:
In the above, estimates are used with respect to the discount rate used in the cash flow discount analysis, the rate of return at maturity and the capitalisation rate, as well as estimates for the residual replacement cost method and for construction cost. At the same time, the Group's management estimates the length of time during which the leases remain vacant (existing and future leases due to lease expiration).
It is also noted that when applying more than one valuation method, independent valuers choose the specific weight of each method in determining the final value, according to their discretion, taking into account the type of property, the available market data and any other factors that may affect the selection of the valuation method. Further information on the main assumptions is included in Note 6.1.
Regarding property assets available-for-sale, the Group reclassifies an asset as held for sale when the following conditions are met: the asset is available and in a condition available for immediate sale, the Group has made a decision to sell and the sale is highly probable within 12 months of the classification as held for sale. Investment properties classified as held for sale are presented separately in the current assets in the Statement of Financial Position and are carried at fair value.
The above is presented in note 6.1.
In accordance with IFRIC 12, infrastructure constructed by a concessionaire is not recognised in its assets as tangible fixed assets but in financial assets as a financial asset model and/or intangible assets as an intangible asset model, or partly as a financial asset and partly as a hybrid model depending on the contractually agreed terms. The definitive classification of the amounts on the basis of the above methods/models, requires a judgment by the management of the Group regarding the interpretation of the terms of the partnership agreement as well as other factors such as financial parameters. Management considered that on the basis of the existing data, these amounts are allocated as financial assets.
The Company tests annually whether there are any indications of impairment of holdings in subsidiaries, joint ventures and associates and, where applicable, an estimate of the recoverable value of the asset is made in order to determine the amount of its impairment loss. For the purposes of the financial statements as at 30th June 2024, the Company has made an estimate of whether any indication of impairment of investments in subsidiaries, joint ventures and associates exists but has not identified any such indication.
The Group monitors pending court cases and the financial effects they may have on the financial statements based on the estimates of the legal advisors. The legal advisors consider that they will not take action against the Group for lawsuits of significant amount and therefore the Group has not made a provision at the expense of the total income.
The estimation of the fair value of the incentive plans requires the use of the appropriate valuation method, which depends on the terms and conditions of the benefits. This estimate requires using appropriate data, including the grant date of the rights, the expected life of the rights, whether the conditions are market or non-market related (market/non-market condition), vesting conditions, expected dividend yield, and making assumptions about them. The Group also takes into account the conditions of the benefits (against shares) for the accounting policy to be followed (formation of a reserve or a liability).
The Group periodically reassesses the adequacy of the provision for expected credit loss on the basis of the information available to them regarding the recoverability of their receivables collectability of their receivables by examining each receivable individually and on the basis of a model based on the historical loss experience from the previous three years in accordance with IFRS 9. Management continually assesses market conditions affecting its tenant customers and records additional losses in accordance with its policies, where appropriate. The Company and the Group for the purposes of the financial statements as at 30th June 2024 has made an assessment for the formation of a provision for expected credit losses but has not identified any material indication and has not set up a respective provision.
The Group determines whether, when acquiring activities and assets, they should be recognised as an acquisition of a business or as an investment in real estate. The Group acquires subsidiaries, which own property. The Group identifies an acquisition as an acquisition of a business when a comprehensive set of activities and assets, including the asset, is acquired. In particular, it examines the extent to which important processes are acquired and, in particular, the extent of the services provided by the subsidiary. Where the acquisition of subsidiaries does not represent an acquisition of business, it is considered as an acquisition of a group of assets and liabilities. Transactions that are not identified as an acquisition of business do not result in goodwill.
The Group specifies the term of the lease as the contractual term of the lease, including the period of time covered by (a) the right to extend the lease, if it is relatively certain that the right will be exercised or by (b) the right to terminate the contract, if it is relatively certain that the right will not be exercised.
The Group has the right, for some leases, to extend the term of the lease. The Group assesses whether it is relatively certain that the renewal right will be exercised and, in exercising that right, considers all relevant factors that create an economic incentive. Subsequent to the commencement date of the lease, the Group shall review the lease term if there is a significant event or change in circumstances within its control that affects the option to exercise (or not exercise) the renewal option (such as a change in the Group's business strategy).
The Group is exposed to risks arising from the uncertainty of the estimates of the exact market figures and their future development. The Group's risk management policy identifies and categorises all its risks, which are systematically monitored and evaluated both quantitatively and qualitatively, seeking to minimise the potential negative impact that they may have on the Group's financial performance.
The Condensed Interim Financial Statements do not include all the information on the management of financial risks and related disclosures required in the annual Financial Statements and should be read in conjunction with the financial statements included in the Company's Annual Financial Report as at 31.12.2023, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union (hereinafter the "E.U.").
Due to the nature of its business activity, the Group is exposed to fluctuations in the overall Greek economy and, in particular, the real estate market which indicatively affects:
The energy crisis which started in 2022, whose depth and scope cannot be assessed at present, is contributing to a climate of uncertainty in terms of the impact of the inflationary pressures on consumption, investments and, by extension, economic growth. Rising energy prices combined with disruptions in supply chains that increase transport and production costs have fuelled strong inflationary pressures globally, increasing uncertainty regarding the impact that they will have on the economic growth rate in the coming years. In addition, the war in Ukraine is putting further pressure on energy prices and, by extension, on inflation.
With regard to inflationary pressures, it is noted that the majority of the Group's lease income is based on long-term contracts and is linked to an indexation clause in relation to the change in the consumer price index. In any case, it is noted that it is not possible to predict the impact of a prolonged period of inflationary pressure on the financial position of the Group's lessees.
It is also noted that the Group during the current year has exposure to property development projects. The increases in construction costs are not expected to have a material impact on the Group's financial position due to the short construction period and their small share in the Group's total investment portfolio.
With regard to the current geopolitical developments in Ukraine and the Middle East, it is worth noting that the Group operates exclusively in Greece and has no tenants who come from countries directly affected by the military conflicts.
As the facts are constantly changing, any estimates regarding the effects of the energy crisis and the war in Ukraine and the Middle East on the domestic economy, the real estate market and, by extension, the Group's financial results are subject to a high degree of uncertainty. The Group carefully monitors and continuously evaluates developments.
Taking into account the Group's financial position, the composition and diversification of its property portfolio, its long-term investment horizon, in combination with the securing of the necessary financial resources for the implementation of its investment strategy in the medium term, it is concluded that the Group has the necessary resources for the operation and implementation of its medium-term strategy. In this way, the financial statements have been prepared in accordance with the principle of the Group's going concern.
The Group is exposed to price risk due to potential changes in the value of properties and a reduction in rents. Any negative change in the fair value of the properties in its portfolio and/or lease income will have a negative impact on the Group's financial position.
The operation of the real estate market involves risks related to factors such as the geographical location, the commerciality of the property, the general business activity of the area and the type of use in relation to future developments and trends. These factors, whether individually or in combination, can lead to a commercial upgrading or deterioration of the area and the property with a direct impact on its value. Moreover, fluctuations in the economic climate may affect the risk-return ratio sought by investors and lead them to seek other forms of investment, resulting in negative developments in the real estate market that could affect the fair value of the Group's properties and consequently its performance and financial position.
The Group focuses its investment activity on areas and categories of real estate (commercial properties such as storage and distribution centres, supermarkets, serviced apartments, etc.) for which sufficient demand and commerciality are expected at least in the medium term based on current data and forecasts.
In the future, the Group may be exposed to potential claims relating to defects in the development, construction and renovation of the properties, which may have a material adverse effect on its business activity, future results, and future financial position.
The thorough due diligence that is carried out by the Group when acquiring new properties may not be able to identify all the risks and liabilities related to an investment with adverse effects on future results and its future financial position.
In order to address the relevant risk in a timely manner, the Group ensures that it selects properties that enjoy excellent geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk.
The Group is also governed by an institutional framework, as defined by L. 2778/1999, which contributes significantly to the avoidance and/or timely identification and management of the relevant risk, where it stipulates that (a) the properties in the portfolio are valued periodically, as well as prior to acquisitions and transfers, by an independent certified valuer, (b) the possibility of investing in the development and construction of properties is provided for under certain conditions and restrictions, and (c) the value of each property is prohibited to exceed 25% of the value of the total property portfolio.
As regards the risk arising from the reduction of lease income, and in order to minimise the risk of negative changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in case of negative inflation there is no negative impact on rents.
The Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and cash flows. The Group's exposure to fluctuations in interest rate risk derives mainly from bank loans, which are generally concluded at variable interest rates based on the Euribor.
The Group assesses its exposure to interest rate risk and examines the possibilities of managing it through, for example, improving the terms and/or refinancing of existing loans. It is worth noting that following the issuance of the 5-year € 100 million bond traded on the Athens Stock Exchange, a significant part of the Group's total existing borrowings has a fixed interest rate and is therefore not subject to the related risk. The same applies to the part of the Group's borrowings under the Recovery and Resilience Fund ("RRF"), which amounted in total to 18.63 million at 30.06.2024 and which has a fixed interest rate.
The following sensitivity analysis is based on the assumption that the Group's borrowing rate changes, with all other variables remaining constant. It is noted that in fact, a change in one parameter (interest rate change) can affect more than one variable. If the borrowing rate, which constitutes the Group's variable borrowing costs and which at 30.06.2024 was 3.712%, increases by 100 basis points, the impact on the Group's results would be negative by approximately € 0.98 million (excluding the fixed borrowing costs resulting from the € 100 million common bond loan and the part of the loans under the RRF).
Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Group's Management seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic objectives. The Group assesses its financing needs and available sources of financing in the domestic financial market and explores any opportunities to raise additional capital through the issuance of debt in that market.
Any non-compliance by the Company and the Group's subsidiaries (including JPA) with financial covenants and other obligations under existing and/or future financing agreements could result in the termination of such financing agreements and, further, in a cross-default of the financing agreements, which could jeopardize the ability of the company itself and the Group companies' to meet their loan obligations, making these obligations due and payable and while negatively affecting the Group's prospects.
The Company's ability to distribute dividends to its shareholders, in addition to the minimum dividend of L. 2778/1999 as in force, is limited by the specific terms of its loan agreements.
Liquidity risk is the potential inability of the Group to meet its current liabilities due to lack of sufficient cash.
The Group ensures the liquidity required to meet its obligations in a timely manner through regular monitoring of liquidity needs and collections from tenants, maintaining adequate cash reserves and prudent management of these reserves. At the same time, it seeks to proactively manage its borrowings by utilizing the available financial instruments, such as the financing through the negotiable bond loan of €100 million issued in 2022 and the financing under the RRF.
Also, the Company has already entered into loan agreements or is in discussions with banks regarding the provision of additional debt capital in order to carry out its investment plan.
The Group's liquidity is monitored by the Management at regular intervals through the general liquidity ratio (current ratio). The general liquidity ratio is the ratio of short-term assets (current assets) to total current liabilities as shown in the financial statements.
| Current Ratio | Group | Company | ||
|---|---|---|---|---|
| Amounts in € thousand | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Current assets and property assets available for sale | 39,432 | 47,554 | 32,357 | 41,816 |
| Current liabilities | 9,807 | 10,764 | 5,206 | 5,456 |
| Current Ratio | 4.02 | 4.42 | 6.22 | 7.66 |
It relates to the uncertainty about the actual value of the Group's investments from a possible significant increase in inflation in future periods. With regard to this risk, which concerns reductions in lease income, and in order to minimise the risk of negative changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in the event of negative inflation there is no negative impact on rents.
The Group is exposed to credit risk in respect of trade receivables from tenants and receivables from the sale of real estate. Two major manifestations of the credit risk are counterparty risk and concentration risk.
A significant portion of the Group's lease income derives from 3 tenants mainly belonging to the sector of commercial properties (office buildings) and industrial properties, which together represent 37% of total annualised lease income, with reference date 30.06.2024. Therefore, the Group is exposed to counterparty risk and any failure to pay rents, termination or renegotiation of the terms of these leases by the tenants on terms less favourable to the Group may have material adverse effects on the Group's business activity, results of operations, financial position and prospects.
To minimise the effects of this risk, the Group assesses the creditworthiness of its counterparties and seeks to obtain adequate guarantees.
JPA ATTICA SCHOOLS S.A. was established for the sole purpose of undertaking, studying, financing, constructing and technical management of 10 school units in the Attica region. Given that the construction phase of the school units was completed in 2017, the schools' Operation and Maintenance phase is currently in progress.
Under the PPP Contract, specific quality specifications must be met during the schools' Operation and Maintenance phase. Noncompliance with the relevant specifications may lead to termination, which would have a negative impact on the results of JPA ATTICA SCHOOLS S.A., and consequently on the Group's results and financial position.
The main client of JPA ATTICA SCHOOLS S.A. is KTYP S.A. (School Buildings Organization S.A.), which belongs to the wider Public Sector, thus the Group is exposed to credit risk in the event that the Greek State fails to meet its obligations, such as those arising from the PPP Contract, in a timely manner. Any such failure on the part of KTYP S.A. may have significant adverse effects on the business activity and the results of JPA ATTICA SCHOOLS S.A., and by extension on the Group's results and financial position.
The Group may suffer material losses from the activity of JPA ATTICA SCHOOLS S.A. that exceed any insurance indemnity or from events that have taken place for which it cannot be insured, which would have a negative impact on the Group's results and financial position.
The Group calculates the fair value of financial instruments based on a fair value calculation framework that classifies financial instruments into a three-level hierarchy according to the hierarchy of inputs used in the valuation, as described below.
Level 1: Official quoted market prices (unadjusted) in the markets for similar assets or liabilities.
Level 2: Inflows other than the official quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. In particular, the fair value of financial instruments that are not traded in an active market (for example, OTC derivatives transactions) is determined using valuation techniques. These valuation techniques maximise the use of observable market data, where available, and rely as little as possible on entity-specific parameters. If the significant inputs to an instrument's fair value are observable, the instrument is categorised as Level 2.
Level 3: Inflows for the asset or liability that are not based on observable market data. In particular, if one or more of the significant variables are not based on observable market data, the instrument is categorised as Level 3.
| Non-financial assets measured at Fair Value - Group |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Investment property 30.06.2024 | - | - | 299,397,414 | 299,397,414 |
| Investment property 31.12.2023 | - | - | 260,895,268 | 260,895,268 |
| Non-financial assets measured at Fair Value - Company |
Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|---|
| Investment property 30.06.2024 | - | - | 197,037,414 | 197,037,414 | |
| Investment property 31.12.2023 | - | - | 189,625,268 | 189,625,268 |
The following tables summarise the fair value of the Group's and the Company's financial assets and liabilities not measured at fair value as at 30.06.2024 and 31.12.2023, respectively:
| Non-current assets - Group | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets at amortised cost 30.06.2024 | - | - | 35,926,017 | 35,926,017 |
| Financial assets at amortised cost 31.12.2023 | - | - | 36,681,808 | 36,681,808 |
The amortised cost of the financial asset set out above amounts to € 35,831,154 at 30.06.2024 and € 35,791,557 at 31.12.2023 (note 6.2).
| Liabilities - Group | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Borrowings 30.06.2024 | 93,199,900 | - | 108,910,800 | 202,110,700 |
| Borrowings 31.12.2023 | 92,400,000 | - | 96,133,502 | 188,533,502 |
| Liabilities - Company | Level 1 | Level 2 | Level 3 | Total |
| Borrowings 30.06.2024 | 93,199,900 | - | 35,793,467 | 128,993,367 |
The liabilities included in the above tables are carried at amortised cost and their carrying value approximates their fair value as at 30.06.2024 borrowing rates are in market terms.
In addition, at 30.06.2024 and at 31.12.2023, the Company had Loans to its subsidiaries of € 14.7 million and € 6.2 million included in the item Other short-term and long-term receivables in the Company's Statement of Financial Position. The fair value of these receivables approximates their carrying amount.
At 30 June 2024 and 31 December 2023, the carrying amount of cash and cash equivalents, blocked deposits, trade and other receivables, and trade payables and other liabilities approximated their fair value.
The Group has recognised the following segments:
Commercial property: This category includes commercial real estates (big-boxes, super market, office buildings) as well as plots for future exploitation.
Industrial Buildings: This category includes warehouse buildings (logistics), other properties with industrial use as well as wineries along with their vineyards.
Serviced apartments: This category includes buildings that function as serviced apartments including student dormitories.
Social buildings: This category includes social buildings in the field of education (schools), including schools managed through PPPs.
The Group operates only in the Greek market and, for this reason, it has no analysis in secondary areas of activity (geographical areas).
The accounting policies for the operating segments are the same as those described in the significant accounting policies of the annual financial statements. There are no transactions between business segments.
Operating segments are strategic units that are monitored separately by the Board of Directors because they concern different segments of the real estate industry with separate yields.
| Level | Commercial properties 3 |
Industrial Buildings 3 |
Serviced apartments 3 |
Social buildings (PPP) 3 |
Total allocated income/ expenses |
Unallocated income / expenses 3 |
Total |
|---|---|---|---|---|---|---|---|
| Lease income from investment | |||||||
| properties | 883,213 | 5,835,244 | 776,636 | 682,186 | 8,177,279 | 12,000 | 8,189,279 |
| Income from provision of services | - | - | - | 1,240,007 | 1,240,007 | - | 1,240,007 |
| Income from common charges | 24,646 | 209,863 | - | - | 234,509 | - | 234,509 |
| Total income Gains on sale of investment |
907,858 | 6,045,108 | 776,636 | 1,922,193 | 9,651,795 | 12,000 | 9,663,795 |
| properties Result from measurement at fair |
58,434 | - | - | - | 58,434 | - | 58,434 |
| value of investment properties | 8,445,940 | 7,285,113 | 969,723 | 361,812 | 17,062,589 | - | 17,062,589 |
| Total | 9,412,233 | 13,330,221 | 1,746,359 | 2,284,005 | 26,772,817 | 12,000 | 26,784,817 |
Amounts in Euro (unless otherwise stated)
| Expenses related to investment property |
(371,404) | (1,005,217) | (296,602) | (1,239,630) | (2,912,854) | - | (2,912,854) |
|---|---|---|---|---|---|---|---|
| Depreciation-Amortisation of PPE | |||||||
| assets and intangible assets | - | - | - | - | - | (220,535) | (220,535) |
| Other operating expenses / | |||||||
| Employee benefits | - | - | - | - | - | (1,734,667) | (1,734,667) |
| Other income | 100,000 | 173,895 | - | - | 273,895 | 10,201 | 284,096 |
| Finance expenses / income | (177,986) | (725,281) | (200,899) | (409,656) | (1,513,822) | (1,576,810) | (3,090,633) |
| Profit before tax per segment | 8,962,842 | 11,773,617 | 1,248,858 | 634,719 | 22,620,036 | (3,509,810) | 19,110,226 |
| Share of losses from investment | |||||||
| in joint venture and associate | - | - | - | - | - | (53,574) | (53,574) |
| Profit before tax per segment | 8,962,842 | 11,773,617 | 1,248,858 | 634,719 | 22,620,036 | (3,563,384) | 19,056,652 |
| Income tax | - | - | - | - | - | (994,608) | (994,608) |
| Profit for the period | 8,962,842 | 11,773,617 | 1,248,858 | 634,719 | 22,620,036 | (4,557,992) | 18,062,045 |
| Assets Investment property and property |
|||||||
| assets available for sale Financial assets at amortised |
89,751,000 | 159,440,000 | 29,506,414 | 20,700,000 | 299,397,414 | - | 299,397,414 |
| cost | - | - | - | 35,831,154 | 35,831,154 | - | 35,831,154 |
| Investments in joint ventures and | |||||||
| associates Advances for purchase and construction of investment |
- | 2,769,146 | - | - | 2,769,146 | - | 2,769,146 |
| properties | - | 6,746,979 | - | - | 6,746,979 | - | 6,746,979 |
| Unallocated assets | - | - | - | - | - | 40,790,748 | 40,790,748 |
| Total Assets | 89,751,000 | 168,956,125 | 29,506,414 | 56,531,154 | 344,744,693 | 40,790,748 | 385,535,441 |
| Liabilities Loans and liabilities Unallocated liabilities |
43,361,831 - |
24,287,496 - |
11,046,213 - |
35,181,406 - |
113,876,946 - |
100,401,487 8,515,654 |
214,278,433 8,515,654 |
| Total Liabilities | 43,361,831 | 24,287,496 | 11,046,213 | 35,181,406 | 113,876,946 | 108,917,141 | 222,794,088 |
In commercial properties are also included five plots for future use (non-leased) of fair value € 4.72 million.
In industrial properties are included two properties for future use (non-leased) of fair value € 6.18 million. In one of them, its reconstruction is in progress and a lease agreement has been signed, which will commence upon completion of the project.
Also, in the industrial properties within the property located at Oraiokastro in Thessaloniki, there is an independent building of total area 10,868 sq.m. (not including auxiliary spaces), for future development.
| Total | |||||||
|---|---|---|---|---|---|---|---|
| Social | allocated | Unallocated | |||||
| Commercial properties |
Industrial Buildings |
Serviced apartments |
buildings (PPP) |
income/ expenses |
income / expenses |
Total | |
| Level | 3 | 3 | 3 | 3 | 3 | ||
| Lease income from investment | |||||||
| properties | 492,097 | 5,422,146 | 770,625 | 682,186 | 7,367,054 | 12,000 | 7,379,054 |
| Income from provision of services | - | - | - | 1,219,904 | 1,219,904 | - | 1,219,904 |
| Income from common charges | 187,985 | 248,594 | - | - | 436,579 | - | 436,579 |
| Total income | 680,082 | 5,670,739 | 770,625 | 1,902,090 | 9,023,537 | 12,000 | 9,035,537 |
| Result from measurement at fair | |||||||
| value of investment properties | 186,974 | 3,162,558 | 868,304 | 57,611 | 4,275,446 | (811,748) | 3,463,698 |
| Total | 867,056 | 8,833,297 | 1,638,929 | 1,959,701 | 13,298,983 | (799,748) | 12,499,235 |
| Expenses related to investment | |||||||
| property | (488,143) | (941,301) | (194,084) | (1,275,918) | (2,899,447) | - | (2,899,447) |
| Depreciation-Amortisation of PPE | |||||||
| assets and intangible assets | - | - | - | - | - | (117,021) | (117,021) |
| Other operating expenses / | |||||||
| Employee benefits | - | - | - | - | - | (1,701,350) | (1,701,350) |
| Other income | - | 400,000 | - | - | 400,000 | 52,271 | 452,271 |
| Finance expenses / income | (164,840) | (574,318) | (107,682) | 418,404,02 | (428,435) | (1,649,715) | (2,078,150) |
| Profit before tax per segment | 214,073 | 7,717,678 | 1,337,163 | 1,102,187 | 10,371,101 | (4,215,562) | 6,155,538 |
| Share of losses from investment | |||||||
| in joint venture and associate | - | - | - | - | - | (133,430) | (133,430) |
| Profit before tax per segment | 214,073 | 7,717,678 | 1,337,163 | 1,102,187 | 10,371,101 | (4,348,992) | 6,022,108 |
| Income tax | - | - | - | -- | - | (658,207) | (658,207) |
| Profit for the period | 214,073 | 7,717,678 | 1,337,163 | 1,102,187 | 10,371,101 | (5,007,199) | 5,363,902 |
| Assets Investment property Financial assets at amortised cost |
62,520,000 | 151,050,000 | 27,025,268 | 20,300,000 36,791,557 |
260,895,268 36,791,557 |
- - |
260,895,268 36,791,557 |
|---|---|---|---|---|---|---|---|
| Investments in joint ventures and associates Advances for purchase and construction of investment |
- | 2,822,720 | - | - | 2,822,720 | - | 2,822,720 |
| properties Unallocated assets Total Assets |
- - 62,520,000 |
6,138,288 - 160,011,008 |
540,000 - 27,565,268 |
- - 57,091,557 |
6,678,288 - 307,187,833 |
- 48,959,053 48,959,053 |
6,678,288 48,959,053 356,146,886 |
| Liabilities Loans and liabilities Unallocated liabilities Total Liabilities |
29,276,522 - 29,276,522 |
24,582,803 - 24,582,803 |
9,954,815 - 9,954,815 |
36,575,882 - 36,575,882 |
100,390,022 - 100,390,022 |
100,113,962 8,394,333 108,508,295 |
200,503,984 8,394,333 208,898,317 |
The Group operates only in the Greek market where all its assets are located and its income is derived from leases, provision of services and common charges provided on an ongoing basis over time.
In relation to the above analyses, we note that:
There is lease income which exceeds 10% of the Group's and the Company's total income for the period 01.01.-30.06.2024, which derives from one lessee, concerns a property in the industrial property sector and amounts in total to 12.6% of total lease income at 30.06.2024.
In the table below are set out the account movements:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Opening balance of the period | 260,895,268 | 229,066,000 | 189,625,268 | 103,260,000 |
| Purchases of new investment properties | 2,735,864 | 4,682,186 | 23,253 | 4,682,186 |
| Additions | 20,905,108 | 29,274,952 | 2,254,970 | 5,349,115 |
| Transfer to PPE Assets | - | (360,000) | - | - |
| Effect from merged companies | - | - | - | 77,023,816 |
| Net profit on revaluation of investment properties at fair | ||||
| value | 17,042,589 | 2,152,130 | 7,315,337 | 3,230,132 |
| Sale of investment property | (2,201,414) | - | (2,201,414) | - |
| Reclassification of items to property assets available | ||||
| for sale | (460,000) | (3,920,000) | (460,000) | (3,920,000) |
| Investment property at the end of the period (a) | 298,917,414 | 260,895,268 | 196,557,414 | 189,625,268 |
| Opening balance of property assets available for sale for the period Reclassification of items to property assets available |
- | - | - | - |
|---|---|---|---|---|
| for sale | 460,000 | 3,920,000 | 460,000 | 3,920,000 |
| Additions of property assets available for sale | - | 15,012 | - | 15,012 |
| Sale of investment property | - | (4,090,000) | - | (4,090,000) |
| Net income from revaluation of property assets | ||||
| available for sale at fair value | 20,000 | 154,988 | 20,000 | 154,988 |
| Property assets available for sale at the end of | ||||
| the period (b) | 480,000 | - | 480,000 | - |
| Closing balance at the end of the period (a) + (b) | 299,397,414 | 260,895,268 | 197,037,414 | 189,625,268 |
The increase in the fair values of the investment properties in the Group's portfolio by € 38.5 million within the current period is mainly due to the investment of the property in Tavros, the acquisition of new investment properties and the improvement of the real estate market conditions.
During the first half of 2024, the gains from revaluation of investment properties at fair value amounted to € 17.06 million (compared to € 2.31 million in the previous year). This increase is mainly due to the investment of the property in Tavros, the addition of new investment properties as well as the improvement of the real estate market conditions.
During the first half of 2024, the Group made the following investments, which contributed to the diversification of the Group's property portfolio:
On 01.03.2024 the Company proceeded to the purchase of a plot of land in Mantinia, Arkadia, of 2,135 sq.m. for the consideration € 0.02 million.
On 15.03.2024 , the Group proceeded with the purchase of two commercial properties in Tripoli and Athens for consideration € 1.55 million, through the newly established subsidiary PANFIN S.A. The fair value of the properties at 30.06.2024 amounted to € 1.87 million.
On 16.04.2024, the Group proceeded with the purchase of a commercial property in Drama for consideration € 0.78 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 30.06.2024 amounted to € 0.90 million.
On 27.06.2024, the Group proceeded with the purchase of an industrial property in Chalastra, Thessaloniki for consideration € 0.35 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 30.06.2024 amounted to € 1.13 million.
The subsidiary PRIMALAFT A.E. S.A. is in the process of completing the conversion of the property in Tavros into an office complex. It is noted that in the current period were carried out construction works, direct costs related to the construction and interest for the construction period totalling € 18.6 million of which amount € 0.67 million concerns interest for the construction period. The fair value of the property at 30.06.2024 amounts to € 73.6 million.
The Company is in the final stage of completion of the investment of the property in Xanthi, the upper floors of which have been delivered and operate as a student residence, while the ground floor of the property will operate as a commercial store. It is noted that in the current period, were carried out construction works and construction period interest amounting € 1.5 million, of which amount € 0.07 million concerns interest for the construction period.
Commencement of reconstruction works on the property in Pikermi, for which a lease agreement was signed, which amounted for the current period to € 0.41 million.
On 01.03 2024 the Company signed a preliminary agreement for the sale of two plots of land in Paros for consideration € 0.6 million. Its fair value amounted to € 0.48 million according to the valuation report as of 30.06.2024 and is free of indebtedness. The sale is part of the active management of the Group's investment portfolio, aiming at maximizing returns through the sale of properties.
On 26.06.2024, the Company proceeded to the sale of a property owned by the Company located at A' Parodos Dimotikou Stadiou, Katerini, for consideration € 2.26 million. Its fair value amounted to € 2.18 million according to the valuation report as of 31.12.2023 and was free of indebtedness.
In the table below are set out the estimated values of the Group's investment property portfolio for 30.06.2024 as derived from the independent valuer's reports:
| TYPE | Value in € thousand |
Valuation method | Discount rate (%) | Rate of return on maturity (%) |
|---|---|---|---|---|
| 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows |
3.5%-10.5% | |||
| 159,440 | 80% Residual method – 20% Market Approach (Comparative Method) |
|||
| 80% Market Approach (Comparative Method) - 20% Discounted Cash Flows |
||||
| Industrial properties | 20% Market Approach for land (Comparative Method) – 80% Discounted Cash Flows |
6.2%-13.7% | ||
| 20% Market Approach for land (Comparative Method), residual replacement cost for buildings - 80% Discounted Cash Flows |
||||
| Commercial properties | 89,751 | 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows |
6.25%-8.70% | |
| 80% Market Approach (Comparative Method) - 20% Residual method |
7.85%-9.70% | |||
| 50% Comparative - 50% Residual 100% Discounted Cash Flows |
||||
| 100% Market Approach (Comparative Method) |
||||
| * Serviced apartments | 10% Market Approach (Comparative Method) - 90% Discounted Cash Flows |
5.90%-7.65% | ||
| 29,506 | 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows |
7.40%-9.15% | ||
| Social buildings | 20,700 | 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows |
7.85% | 6.35% |
| Total | 299,397 |
* The fair value of the property at 10, Valaoritou & Orphanidou Str., Thessaloniki, at 30.06.2024 amounts to € 4.45 million based on the valuation by Savills Hellas P.C. not including the lease liability of € 1.42 million and amounting in total to € 5.87 million.
In the table below are set out the estimated values of the Group's investment property portfolio for 31.12.2023 as derived from the independent valuer's reports:
| TYPE | Value in € | Valuation method | Discount rate (%) | Rate of return on |
|---|---|---|---|---|
| thousand | maturity (%) | |||
| Industrial properties | 151,050 | 20% Market Approach (Comparative | 3.5%-10.5% | |
| Method) - 80% Discounted Cash Flows | ||||
| 80% Market Approach (Comparative | ||||
| Method) - 20% Discounted Cash Flows | 6.2%-13.7% | |||
| 20% Market Approach for land | ||||
| (Comparative Method), residual | ||||
| replacement cost for buildings - 80% | ||||
| Discounted Cash Flows | ||||
| 20% Market Approach (Comparative | ||||
| Method)- 80% Discounted Cash Flows | ||||
| 80% Market Approach (Comparative | ||||
| 62,520 | Method) - 20% Residual method | 6.75%-8.75% | ||
| Commercial properties | 50% Comparative - 50% Residual | 8.6%-9.75% | ||
| 100% Discounted Cash Flows | ||||
| 100% Market Approach (Comparative | ||||
| Method) | ||||
| * Serviced apartments | 10% Market Approach (Comparative | 6%-7.75% 6.45% |
||
| Method) - 90% Discounted Cash Flows | ||||
| 27,025 | 100% Discounted Cash Flows | 7.5%-9.25% | ||
| 20% Market Approach (Comparative | ||||
| Method) - 80% Discounted Cash Flows | ||||
| 20,300 | 20% Market Approach (Comparative | 7.95% | ||
| Social buildings | Method) - 80% Discounted Cash Flows | |||
| Total | 260,895 |
* The fair value of the property at 10, Valaoritou & Orphanidou Str., Thessaloniki, at 31.12.2023 amounts to € 4.38 million based on the valuation by Savills Hellas P.C. not including the lease liability of € 1.43 million and amounting in total to € 5.81 million.
In accordance with the applicable REIC legislation, the values of investment properties are valued by independent valuers at 30 June and 31 December of each year. The estimates used to determine the fair value of investment properties have taken into account their optimal use, given their legal status, technical characteristics and permitted use. The fair value of the investment properties was measured by independent valuers, in accordance with the Joint Ministerial Decision 26294/Β.1425/19.7.2000 on the determination of valuation methods for the real estate assets of REICs.
Investment property is measured at fair value on the basis of management estimates supported by reports of independent Certified Valuer on the basis of the methods accepted by the International Financial Reporting Standards. The fair values of properties were determined at 30.06.2024 by the independent valuers (SAVILLS HELLAS P.C. and GEOAXIS) according to the rules and methods provided for by the Valuation Standards of the Royal Institute of Certified Surveyors (RICS Valuation Professional Standards 2017 – Red Book).
For the Group's portfolio, the comparative method and the discounted cash flow (DCF) method were used for the vast majority of valuations. For the valuation of all but three (3) of the Group's investment properties, the discounted cash flow (DCF) method was considered by the independent valuers to be the most appropriate. The income method and more specifically the discounted cash flow (DCF) method is considered the most appropriate for investment properties whose value depends on the income they generate, such as the portfolio properties.
For some of the Company's properties, one valuation method was used as this was the correct methodologically on the basis of the property's characteristics relating its location and/or its current condition and the image of each real estate market.
a) the property in Tavros as at 30.06.2024 was applied a combination of methods (20% Market Approach (Comparative Method) - 80% Discounted Cash Flow), compared to the income method and more specifically the discounted cash flow method (DCF) used on 31.12.2023. The result of the change is not considered significant and was made due to the fact that the company is in the process of completing the investment.
b) the property in Xanthi as at 30.06.2024 was applied a combination of methods (10% Market Approach (Comparative Method) - 90% Discounted Cash Flow), compared to the income method and more specifically the discounted cash flow method (DCF) used on 31.12.2023. The result of the change is not considered significant and was made due to the fact that the company is in the process of completing the investment.
c) the property in Pikermi as at 30.06.2024 was applied a combination of methods (20% Market Approach (Comparative Method) - 80% Residual Method), compared to the combination of methods (80% Market Approach (Comparative Method) - 20% Discounted Cash Flow) used on 31.12.2023. The result of the change is not considered significant and was made due to the lease and reconstruction of the property.
The fair values calculated by the above methodologies are classified in terms of fair value hierarchy at Level 3 after using survey data, assumptions and data relating to real estate of same/similar characteristics and therefore include a wide range of nonobservable market data. There were no transfers in and out of Level 3 during the period ended 30 June 2024.
If at 30th June 2024, the discount rate used in the cash flow discount analysis differed by +/-0.50% from Management's estimates, the fair value of the investment properties would be estimated € 7.68 million lower or € 8.04 million higher.
If at 30th June 2024, the rate of return at maturity, used in the discounted cash flow analysis differed by +/-0.50% from Management's estimates, the fair value of the investment properties would be estimated € 7.74 million lower or € 8.58 million higher.
The Group has full ownership of all its properties except the property in Kalamata, of total fair value € 4.8 million, which are owned by "PIRAEUS LEASING (LEASING) FINANCIAL LEASES S.A." and except for the property at 10, Valaoritou Street, Thessaloniki, of total fair value € 5.9 million where there is a long-term lease agreement with the Church of Greece.
On the above properties of the Group, there are registered mortgages and pre-notices of amount € 159.21 million.
The Group has no significant contractual obligations for the repairs and maintenance of its investment properties.
The financial assets at amortised cost presented in the financial statements are analysed as follows:
Financial assets from a concession agreement
| Group | ||
|---|---|---|
| 30.06.2024 | 31.12.2023 | |
| Opening balance for the period | 36,791,557 | 38,073,215 |
| Increase of receivables | 1,240,007 | 2,768,617 |
| Cash receipts during the year | (3,252,993) | (6,420,605) |
| Interest income | 1,052,583 | 2,353,296 |
| Decrease of provision for credit losses | - | 17,034 |
| Closing balance for the period | 35,831,154 | 36,791,557 |
| 30.06.2024 | 31.12.2023 | |
| Non-current assets | 33,969,394 | 34,929,797 |
| Current assets | 1,861,760 | 1,861,760 |
| Total | 35,831,154 | 36,791,557 |
On 9.05.2014, the subsidiary JPA ATTICA SCHOOLS S.A. concluded a contract for the study, construction and technical management of ten (10) school units in Attica, through a public-private partnership (PPP), with the company under the name "Ktiriakes Ypodomes S.A." ("KTYP") and, on behalf of a third party, with the company named "J&P-AVAX S.A." (the "Partnership Agreement"). The object of the Partnership Agreement is the undertaking by JPA of the implementation of the project "Study, Construction and Technical Management of 10 School Units in Attica through PPPs" for a contractual consideration consisting of Monthly Single Payments, which are calculated on the basis of certain parameters provided for in the Partnership Agreement. The duration of the PPP contract is 27 years from the date of its entry into force. The fair value of the right to manage 10 properties in the Region of Attica under the Public-Private Partnership Concession Agreement "PPP" at 30.06.2024 amounts to € 35,926,017 based on valuation by the company DELOITTE BUSINESS SOLUTIONS S.A.
The right-of-use assets refer to the rights to use buildings (Company's offices), which the Group recognised, by discounting future rents, in accordance with the existing operating lease agreements. The rights-of-use are then recognised at the inception of the relevant contracts. The movement of the account is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Cost at beginning of the period | 1,133,884 | 1,133,884 | 1,133,884 | 1,133,884 |
| Additions | - | - | - | - |
| Total | 1,133,884 | 1,133,884 | 1,133,884 | 1,133,884 |
| Accumulated Amortisation | ||||
| Opening Balance | 313,840 | 187,439 | 313,840 | 187,439 |
| Amortisation for the period | 63,201 | 126,401 | 63,201 | 126,401 |
| Closing Balance at the End of the period | 377,041 | 313,840 | 377,041 | 313,840 |
| Net book value at the end of the period | 756,843 | 820,043 | 756,843 | 820,043 |
The Company's investments in subsidiaries at 30.06.2024 and 31.12.2023 are as follows:
| Company | |||
|---|---|---|---|
| 30.06.2024 | 31.12.2023 | ||
| Opening balance for the period | 31,833,737 | 76,518,096 | |
| Increase in investment in a subsidiary | 200,000 | 100,000 | |
| Return of share capital in a subsidiary | - | (6,790,000) | |
| Acquisition/Increase of share capital in subsidiaries | - | 80,000 | |
| Mergers of subsidiaries | - | (38,074,359) | |
| Closing balance at the end of the period | 32,033,737 | 31,833,737 |
An analysis of the cost of the Company's investments in subsidiaries as presented in the Company's Condensed Interim Statement of Financial Position as at 30 June 2024 and the Statement of Financial Position as at 31 December 2023 and other information are set out below:
| 30.06.2024 | 31.12.2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Registered office |
Un-audited tax years |
Participation Cost |
Participation | Participation percentage |
Participation Cost |
Participation | Participation percentage |
|
| EMEL S.A. | Greece | 2019- 2023 | 1,062,500 | Direct | 99.62% | 1,062,500 | Direct | 99.62% |
| ARVEN S.A. | Greece | 2019-2023 | 1,110,000 | Direct | 100% | 1,110,000 | Direct | 100% |
| JPA ATTICA SCHOOLS S.A. | Greece | 2019-2023 | 7,356,237 | Direct | 100% | 7,356,237 | Direct | 100% |
| PREMIA MAROUSI S.A. | Greece | 2021-2023 | 9,183,000 | Direct | 100% | 8,983,000 | Direct | 100% |
| PRIMALAFT S.A. | Greece | 2022-2023 | 13,242,000 | Direct | 100% | 13,242,000 | Direct | 100% |
| PANDORA INVEST S.A. | Greece | 2023 | 80,000 | Direct | 80% | 80,000 | Direct | 80% |
| PANFIN S.A. | Greece | 2024 | - | Indirect | 80% | - | - | - |
| PANRISE S.A | Greece | 2024 | - | Indirect | 80% | - | - | - |
| RENTI TO GO S.A. | Greece | 2024 | - | Indirect | 80% | - | - | - |
| 32,033,737 | 31,833,737 |
On 31.01.2024, was established the company PANFIN S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 25 thousand.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 100 thousand.
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100% of the initial share capital, paying the amount € 100 thousand.
By the Extraordinary General Meeting of the subsidiary PREMIA MAROUSSI S.A. held on 20.3.2024, was resolved the increase of its share capital by € 2,000 with the issuance of 2,000 shares of nominal value € 1 with an issue price € 100 per share, with the difference of € 198,000 being transferred to a special share premium reserve, which was fully covered by the Company.
Subsidiaries are consolidated using the full consolidation method.
The tax returns of all the above companies for the years 2019-2023 have been audited by the statutory auditor elected under L. 4548/2018, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax compliance certificates did not include any qualifications. The tax returns of the subsidiaries for the years 2019-2023 have not been audited by the Greek tax authority and therefore the tax liabilities for these years have not become final. However, it is estimated by the Company's Management that the results from a future audit by the tax authorities, if eventually carried out, will not have significant impact on the financial position of the companies. Until the date of approval of the Condensed Interim Financial Statements, the tax audit of the above companies by the statutory auditor for the year 2023 has not been completed, and no significant tax liabilities are expected to arise beyond those recorded and reflected in the financial statements. The subsidiaries ZONAS S.A. (merged with the Company) and the TOP REALTY (merged with the Company) have received a mandate for tax audit, ZONAS S.A. for the years 2021 – 2022 and TOP REALTY for the years 2020 – 2021. The audit is in progress. On 24.07.2024, was completed the tax audit of the subsidiary INVESTMENT COMPANY ASPROPYRGOS 1 S.A., from which no tax liabilities arose.
According to POL. 1006/05.01.2016, the enterprises for which a tax certificate is issued without qualifications for tax law violations are not exempt from the statutory tax audit by the competent tax authorities. Therefore, the tax authorities may return and perform their own tax audit. However, it is estimated by the companies' Management that the results of such future audits by the tax authorities, if ultimately carried out, will not have a material impact on their financial position.
It is noted that on the Company's website (https://www.premia.gr) are posted the annual financial statements of the consolidated unlisted subsidiaries of the Group.
Investments in joint venture
The result for the Group and the Company was formed as follows:
| Group | ||
|---|---|---|
| 30.06.2024 | 31.12.2023 | |
| Opening Balance of the period | 2,822,720 | 2,593,672 |
| Share capital increase | - | 102,400 |
| Share of (loss)/profit from | ||
| investment in joint venture | (53,574) | 126,648 |
| Closing Balance for the period | 2,769,146 | 2,822,720 |
| Company | ||
| 30.06.2024 | 31.12.2023 | |
| Opening Balance of the period | 3,149,059 | 3,046,659 |
| Share capital increase | - | 102,400 |
| Closing Balance for the period | 3,149,059 | 3,149,059 |
On 21.12.2023, the General Meeting of the shareholders of IQ Karella SINGLE-MEMBER S.A. resolved to increase share capital by € 256 thousand, increasing the Company's investment by € 102 thousand.
There are no significant risks arising from investments in joint ventures.
The result on the Group and the Company was formed as follows:
| Group | ||
|---|---|---|
| 30.06.2024 | 31.12.2023 | |
| Opening Balance of the period | - | - |
| Acquisition cost of investment | - | 125,000 |
| Share capital increase | - | 287,500 |
| Share of losses from investment | ||
| in associate | - | (412,500) |
| Closing Balance for the period | - | - |
| Company | ||
|---|---|---|
| 30.06.2024 31.12.2023 |
||
| Opening Balance of the period | 412,500 | - |
| Acquisition cost of investment | - | 125,000 |
| Share capital increase | - | 287,500 |
| Closing Balance for the period | 412,500 | 412,500 |
On 02.02.2023 the Company acquired 25% of the share capital of the newly established company P & E INVESTMENTS SOCIETE ANONYME by paying the amount of € 0.125 million, while the DIMAND group participates with 75%. Through a binding agreement signed on 04.02.2023, P & E INVESTMENTS SOCIETE ANONYME will acquire 65% of the share capital of SKYLINE REAL ESTATE SINGLE-MEMBER S.A. ("Skyline") from Alpha Group Investments Ltd of the ALPHA BANK Group. Skyline will own a portfolio of properties of various uses (such as offices, retail, residential, industrial/logistics). The aim is to complete the transaction within the second half of 2024.
On 14.12.2023 it was resolved by the General Meeting of the shareholders of P & E INVESTMENTS S.A. to increase the share capital and the share premium by €1,150 thousand, thus increasing the Company's investment by €288 thousand.
There are no significant risks arising from investments in associates, other than the recognition of the total share of losses arising from the specific associate.
Below are presented some key financial data of the joint ventures and associates as at 30.06.2024:
| Company | Investment property | Total Assets | Equity | Liabilities | Income | Loss after tax |
|---|---|---|---|---|---|---|
| IQ Karela SINGLE-MEMBER S.A. | 9,717,000 | 10,230,118 | 6,922,098 | 3,308,020 | 65,512 | (133,934) |
| P & E INVESTMENTS | - | 544,395 | (714,693) | 1,259,088 | - | (588,896) |
Other long-term receivables relate mainly to lease guarantees given by the Group and the Company of € 0.07 million and € 0.07 million respectively. The increase in the Company's other long-term receivables is due to the granting of bond loans to the subsidiaries PRIMALAFT S.A. and PANDORA INVEST for construction works and purchase of properties of € 13.8 million respectively. The loan maturities are 1-20 years and 4-7 years respectively with an interest rate of 5%.
The trade receivables of the Group and the Company are analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Customers Less: Impairment for doubtful |
3,075,757 | 932,319 | 1,999,913 | 925,463 |
| receivables | - | - | - | - |
| Total | 3,075,757 | 932,319 | 1,999,913 | 925,463 |
The increase of the trade receivables in the Group and the Company is mainly due to the addition of new leases towards the end of the current period.
The ageing analysis of trade receivables is as follows:
| Group | Company | |||
|---|---|---|---|---|
| Without delay >181 days |
30.06.2024 3,075,757 - |
31.12.2023 932,319 - |
30.06.2024 1,999,913 - |
31.12.2023 925,463 - |
| Total | 3,075,757 | 932,319 | 1,999,913 | 925,463 |
The Management of the Group and Company, evaluating the risks related to the collection of the above other (long-term and short-term) receivables, has decided that there are no material cases of formation of expected credit loss provision.
The fair value of the Group's receivables is considered to approximate their carrying amount, as their collection is expected to take place within such a period of time that the effect of the time value of the money is considered insignificant.
The other receivables of the Group and the Company are analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Sundry debtors | 241,383 | 38,937 | 626,349 | 552,523 |
| Greek State | 807,622 | 577,859 | 37,599 | 37,599 |
| Advances | 294,774 | 312,770 | 165,306 | 312,213 |
| Loans to subsidiaries | - | - | 882,332 | 873,755 |
| Deferred expenses | 230,209 | 282,334 | 168,060 | 232,914 |
| Accrued income | 4,000 | 22,801 | - | - |
| Total | 1,577,988 | 1,234,700 | 1,879,646 | 2,009,003 |
The receivable from the Greek State relates mainly to a VAT receivable arising from the construction costs incurred in favour of the investment properties.
The advances paid relate to advances to suppliers which will be settled within the second quarter of 2024.
The loans to subsidiaries concern loans to the subsidiaries PRIMALAFT S.A. and PANDORA S.A. for construction works and the purchase of new investment properties.
The above other receivables are immediately due and represent their fair value as at 30.06.2024 and 31.12.2023 respectively.
The blocked deposits of the Group and the Company are as follows:
| Group | Company | |||
|---|---|---|---|---|
| Blocked current deposits | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Long-term blocked deposits | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
| Short-term blocked deposits | 4,481,480 | 5,807,756 | 1,400,475 | 1,896,359 |
| Total | 5,981,480 | 7,307,756 | 2,900,475 | 3,396,359 |
The Company maintains in a long-term blocked account amount € 1.5 million as its contractual obligation arising from the issuance of the five-year negotiable bond loan of € 100 million with the lock-up of these deposits expiring at the maturity of the loan
agreement with the full repayment of the loan in January 2027, and amount € 1.4 million as its contractual obligation arising from the loan agreements.
The Group's subsidiaries maintain in blocked accounts amount € 3.08 million as their contractual obligation arising from loan agreements.
The cash and cash equivalents of the Group and the Company are analysed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | ||
| Cash on hand | 1,180 | 2,111 | 1,138 | 1,952 | |
| Time deposits | 22,260,000 | 26,046,500 | 22,260,000 | 26,046,500 | |
| Current deposits | 5,693,573 | 11,668,780 | 4,335,829 | 10,936,470 | |
| Total | 27,954,752 | 37,717,391 | 26,596,967 | 36,984,921 |
Time deposits have a maturity of 1-3 months.
The Group's Management considers that there is no significant exposure to credit risk.
The fair value of the Group's cash and cash equivalents is considered to approximate their carrying amount.
The share capital of the Company, at 30.06.2024 and at 31.12.2023 amounted to € 43,563,581 divided into 87,127,162 ordinary registered voting shares, of nominal value € 0.50 each.
The company's share capital is fully paid up. Therefore, there are no rights and/or obligations of third parties towards the Company for the acquisition concerning approved share capital or commitments of the Company or decisions of its bodies to increase the capital of the Company.
At 30.06.2024, the Company held 1,370,474 treasury shares of total value € 1.68 million and acquisition price € 1.226/per share. During the current year were acquired 145,133 shares of total value equal to € 164,979.
At 31.12.2023, the Company held 1,225,341 treasury shares of total value € 1.52 million with an average acquisition price € 1.237 per share.
It is noted that its subsidiaries do not hold any shares of the Company.
There are no shares of the Company that do not represent capital.
The Share premium of the Group and the Company is analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Share premium | 16,542,845 | 16,542,845 | 16,533,784 | 16,533,784 |
| Share capital increase expenses | (3,870,726) | (3,869,093) | (3,827,883) | (3,826,653) |
| 12,672,119 | 12,673,752 | 12,705,900 | 12,707,130 |
The share premium of the Company arose from the issuance of shares against cash deposits at a value higher to their par value. The amount received and recorded in the item was reduced by the issuance expenses. The share premium is not available for distribution but can be capitalized or offset with losses of the item "Retained earnings".
The reserves of the Group and the Company are analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Legal reserve | 3,264,998 | 2,990,110 | 2,982,166 | 2,707,277 |
| Tax-free reserves | 42,761,884 | 45,375,699 | 42,761,884 | 45,375,699 |
| Tax-free reserves of merged companies | 4,678,656 | 4,678,656 | 4,678,656 | 4,678,656 |
| Special reserves | 1,851,158 | 1,851,158 | 1,851,158 | 1,851,158 |
| Stock incentive plan reserve | 1,469,499 | 1,258,333 | 1,469,499 | 1,258,333 |
| Other reserves | 1,115,859 | 1,115,859 | - | - |
| Total | 55,142,053 | 57,269,813 | 53,743,362 | 55,871,123 |
According to article 158 of L. 4548/2018, as in force, the Company is obliged to retain from its net accounting profits an amount of 5% annually as legal reserve, until the total amount of the ordinary reserve reaches 1/3 of the paid-up share capital. The statutory reserve cannot be distributed throughout the life of the Company; it is distributed only on the dissolution of the Company, but may be set off against accumulated losses.
Upon the resolution of the Ordinary General Meeting of the Company's shareholders dated 31.05.2024, it was decided dividend distribution from the Tax-free Reserves amounting to € 2,613,815 and, as a consequence, the tax-free reserve amounts to € 42,761,884 at 30 June 2024. This tax-free reserve concerns the benefit from writing-off liabilities from the Company's Resolution Agreement. According to decision Ε2164/16-10-2020 of the AADE "The benefit from the write-off of liabilities pursuant to the provisions of article 99 of the Bankruptcy Code is not taxable income at the time of their writing-off and should appear in a special reserve. In the case of its distribution or capitalisation, the provisions of article 47 para. 1 of L. 4172/2013 shall not apply".
Upon the above resolution of the Ordinary General Meeting of the Company's shareholders it was also decided the setting up of legal reserve amounting € 274,888 for the year 2023 from the item "Retained earnings".
Regarding the tax-free reserve of amount € 4,678,656 it is noted that this refers entirely to the profit transferred by the merged company MESSINIAKA REAL ESTATE S.A. that arose in the year 2008 from the sale of property, under the concluded sale and leaseback agreement with the company "Piraeus Leasing S.A.". In accordance with the relevant tax law provisions, this profit is exempt from income tax provided that it appears in a separate tax-free reserve account, but it is taxed in case of distribution or dissolution of the company and due to the termination of the contract or substitution of the lessee by a new person, in accordance with the applicable provisions. More specifically, this reserve, in case of its distribution or capitalization, is considered tax profit for the tax year in which the distribution or capitalisation took place and is taxed, aggregated with the other results (profit or loss) from business activity with the income tax return to be submitted for that tax year.
The non-current incentive plan reserve concerns the establishment of a long-term incentive plan for members of the B. of D., staff and associates of the Company. The plan is in accordance with the provisions of L. 4548/2018 and L. 4706/2020. The main objectives of the plan are to align the interests of the Company's Beneficiaries with the interests of the Shareholders and to provide additional incentives in order to achieve the Company's long-term strategic, financial and operational objectives. For the purpose of implementing the plan, the Company will use treasury shares which it will acquire in accordance with applicable law or issue new shares by capitalizing undistributed profits or distributable reserves or difference from the share premium. The maximum number of shares to be issued will correspond to 0.7% of the Company's share capital per year and will not exceed a total of 1.8% of the share capital for the entire duration of the plan as amended by the resolution of the Ordinary General Meeting as of 02.06.2023. The Beneficiaries will establish their rights on the basis of a criterion (performance ratio). Performance measurement targets will be assessed based on the Company's Gross Asset Value and Net Asset Value in the years 2021, 2022 and 2023. Gross Asset Value "GAV" is defined as the gross value of the Group's properties, investments, concession agreements and cash and cash equivalents as of 31 December of each year.
Net Asset Value "NAV" is considered to be the net worth of the Group as reflected in the Company's financial statements as of 31.12 of each year.
The term of the Plan is defined as the period from the date of approval of the Plan and the Terms and Conditions of the Plan by the General Meeting of shareholders at its meeting held on 10.12.2021 until 31 December 2023.
The plan's value for the year 2021 amounted to € 634 thousand and for the year 2022 amounted to € 606 thousand and for the year 2023 amounts to € 661 thousand.
The amount of the expense accounted for in the item "Personnel Fees and Expenses" for the year 2021 amounts to € 211 thousand, for the year 2022 amounts to € 413 thousand (€ 211 thousand for the plan of the year 2021 and € 202 thousand for the plan of the year 2022), for the year 2023 amounts to € 633 thousand (€ 211 thousand for the plan of the year 2021 and € 202 thousand for the plan of the year 2022 and 220 thousand for the plan of the year 2023) and for the First half of 2024 amounts to € 211 thousand (€ 101 thousand for the plan for the year 2022 and € 110 thousand for the plan for the year 2023) which has been recognised as a reserve in the Statement of Changes in Equity.
On 31.12.2023, the beneficiaries had established voting rights for 1,538,212 shares (411,688 shares for the plan of the year 2021 and 566,355 shares for the plan of the year 2022 and 560,169 shares for the plan of the year 2023). At 22.07.2024, was completed the Company's share capital increase amounting € 205,844 through the issuance of 411,688 new, ordinary, registered shares of nominal value €0.50 each, with capitalization of a reserve of incentive plans for the year 2021, in order for these shares to be made available free of charge to the beneficiaries of the Plan in accordance with article 114 of L. 548/2018.
Retained earnings are analysed in the table below:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Balance at beginning of the period | 35,229,253 | 32,140,795 | 24,412,771 | 11,479,632 |
| Net profit for the period | 17,836,913 | 7,246,015 | 8,486,766 | 5,497,765 |
| Other comprehensive income for the period | - | (3,414) | - | (3,414) |
| Merger of subsidiaries | - | (4,320,556) | - | 4,581,219 |
| Merger of subsidiaries - results for the period 01.01. | ||||
| – 31.07.2023 | - | - | - | 2,817,942 |
| Transfer from Stock incentive plan reserve | - | 416,398 | - | 416,398 |
| Change in participation percentage in a subsidiary | - | 244,273 | - | |
| Transfer to legal reserve | (274,888) | (494,258) | (274,888) | (376,771) |
| Balance at the end of the period | 52,791,277 | 35,229,253 | 32,624,649 | 24,412,771 |
Non-controlling interests of the Group amount at 30.06.2024 to € 0.25 million against 0.03 million at 31.12.2023 and derive from the company EMEL S.A. and PANDORA INVEST S.A. and represent respectively 0.38% and 20% of their equity.
The Group's loans are floating rate loans with the exception of the €100 million common bond loan, and part of the loans under the Recovery and Resilience Fund ("RRF"), which has a fixed interest rate. Consequently, the Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and its cash flows. Borrowing costs may increase or decrease as a result of such fluctuations.
The loans are analysed as below based on the repayment period. The amounts, that are repayable within one year from the date of the financial statements, are classified as short-term while the amounts, that are repayable at a subsequent stage, are classified as long-term.
| Group | |||||
|---|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | ||||
| Current liabilities |
Non-current liabilities |
Current liabilities |
Non-current liabilities |
||
| Bond loans | 3,864,454 | 198,702,371 | 4,551,020 | 186,268,361 | |
| Granted loans | 350,166 | 5,524,252 | 144,949 | 2,864,530 | |
| Total loans | 4,214,620 | 204,226,623 | 4,695,969 | 189,132,891 |
| Company | ||||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | |||
| Current | Non-current liabilities | Current | Non-current liabilities | |
| liabilities | liabilities | |||
| Bond loans | 2,537,023 | 131,964,074 | 2,515,167 | 131,097,876 |
| Granted loans | 64,828 | 757,986 | 40,740 | 537,748 |
| Total loans | 2,601,852 | 132,722,060 | 2,555,907 | 131,635,624 |
The change in Loan Liabilities is as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | ||
| Loan Liabilities at beginning of period | 193,828,860 | 170,684,963 | 134,191,531 | 106,763,144 | |
| Loan Liabilities of Subsidiaries | - | - | - | 11,397,431 | |
| Cash inflows (Loans) | 16,064,029 | 62,246,960 | 1,177,236 | 19,174,045 | |
| Cash outflows (Loans) | (2,044,576) | (38,493,327) | (432,465) | (3,206,146) | |
| Loan expenses | - | (753,623) | - | (429,345) | |
| Other non-cash changes | 592,931 | 143,887 | 387,609 | 492,402 | |
| Loan Liabilities at end of the period | 208,441,244 | 193,828,860 | 135,323,911 | 134,191,531 |
The maturity of long-term and short-term loans is as follows:
| Group | Company | |||
|---|---|---|---|---|
| Amounts in Euro | 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| Within 1 year | 4,214,620 | 4,695,969 | 2,601,852 | 2,555,907 |
| Between 2 and 5 years | 141,788,514 | 115,703,244 | 123,368,642 | 121,703,105 |
| Over 5 years | 62,438,111 | 73,429,649 | 9,353,419 | 9,932,519 |
| Total | 208,441,244 | 193,828,860 | 135,323,911 | 134,191,531 |
The Group's and the Company's short-term borrowings include at 30.06.2024 amount € 1.74 million and amount € 1.73 million respectively, which relate to accrued interest on bond loans, compared to amount € 1.76 million and € 1.75 million for the Group and the Company respectively at 31.12.2023.
On 31.08.2023 the Company signed with Alpha Bank a bond loan of € 3.98 million with a duration of 11 years under the Recovery and Resilience Facility ("RRF") in order to reconstruct its property in Xanthi and to refinance the above open current account. Amount € 2.7 million was disbursed in the year 2023 and amount € 1,2 million in the current period.
On 27.09.2023, the subsidiary PRIMALAFT S.A. signed with the National Bank of Greece a 20-year bond loan of € 40.6 million under the Recovery and Resilience Facility ("RRF") in order to a) refinance an open mutual account and b) reconstruct its property. Amount € 23.4 million was disbursed in the year 2023 and € 14.9 million in the current period.
On 05.04.2024 the subsidiary PANFIN S.A. signed with Piraeus Bank a bond loan of € 7,1 million, with a maturity of 5 years, aiming at: a) the repayment of an intragroup loan to the parent Company PANDORA S.A. b) general business purposes and c) the purchase of properties. No disbursement was made within the current period. Against the Group's and the Company's loan liabilities have been registered mortgages and pre-notices on the investment property amounting € 159.21 million.
There was no case of modification of loan liabilities in the first half of 2024 for the Company and the Group.
At 30.06.2024, all financial terms of the Group's loans, which have valuation obligation at 30 June 2024 were met.
The Group is not exposed to foreign currency risk in relation to its loans, as the loans are in Euro.
The lease liabilities of the Group and the Company are analysed as follows:
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Balance 1.1.2024 | Investment property leases 5,773,156 |
Building Leases 901,968 |
Total 6,675,124 |
Investment property leases 5,773,156 |
Building Leases 901,968 |
Total 6,675,124 |
| Interest charge for the period Additions for the period |
133,872 (918,401) |
26,395 (79,800) |
160,267 (998,201) |
133,872 (918,401) |
26,395 (79,800) |
160,267 (998,201) |
| Balance 30.06.2024 | 4,988,627 | 848,563 | 5,837,190 | 4,988,627 | 848,563 | 5,837,190 |
| The balance is broken down to: |
||||||
| Non-current Lease liability Current Lease liability |
4,772,901 215,726 |
730,670 117,893 |
5,503,570 333,619 |
4,772,901 215,726 |
730,670 117,893 |
5,503,570 333,619 |
| Total | 4,988,627 | 848,563 | 5,837,190 | 4,988,627 | 848,563 | 5,837,190 |
| Group | ||||||
|---|---|---|---|---|---|---|
| Balance 1.1.2023 | Investment property leases 5,942,746 |
Building Leases 1,001,152 |
Total 6,943,898 |
Investment property leases - |
Building Leases 1,001,152 |
Total 1,001,152 |
| Additions from mergers | - | - | - | 5,904,958 | - | 5,904,958 |
| Interest charge for the period | 270,844 | 57,416 | 328,260 | 114,343 | 57,416 | 171,759 |
| Payments for the period | (440,434) | (156,600) | (597,034) | (246,144) | (156,600) | (402,744) |
| Balance 31.12.2023 | 5,773,156 | 901,968 | 6,675,124 | 5,773,156 | 901,968 | 6,675,124 |

The balance is broken down
| to: | ||||||
|---|---|---|---|---|---|---|
| Non-current Lease liability | 4,873,677 | 790,498 | 5,664,175 | 4,873,677 | 790,498 | 5,664,175 |
| Current Lease liability | 899,479 | 111,469 | 1,010,949 | 899,479 | 111,469 | 1,010,949 |
| Total | 5,773,156 | 901,968 | 6,675,124 | 5,773,156 | 901,968 | 6,675,124 |
The lease of investment property concerns:
On 07.02.2024 the Company proceeded to early termination of the finance lease and purchase of the property located at 2, A' Parodos Dimotikou Stadiou, Katerini with repayment of the remaining liability of € 0.68 million.
b) the absorbed by the Company subsidiary VALOR which has signed a long-term lease agreement with the Church of Greece for a property located in Thessaloniki, which after being renovated operates as a student residence.
The Other non-current liabilities of the Group and the Company are analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Rental guarantees | 2,922,958 | 2,886,095 | 2,670,853 | 2,669,109 |
| Total | 2,922,958 | 2,886,095 | 2,670,853 | 2,669,109 |
The increase in the rent guarantees received is due to the guarantees of new tenants and the additions of properties.
The trade payables of the Group and the Company are analysed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | ||
| Suppliers | 590,046 | 522,731 | 234,589 | 170,728 | |
| Advances to customers | 101,426 | 1,084 | 1,426 | 1,084 | |
| Total | 691,471 | 523,815 | 236,014 | 171,812 |
Trade and other payables are of short-term duration, expire on average within three months of the balance sheet date and are not subject to interest. Their fair value approximates their carrying amount.
On 5/4/2022, the Company received a license as a Real Estate Investment Company Société Anonyme ("REIC") from the Hellenic Capital Market Commission. The Extraordinary General Meeting of the Company held on 4/5/2022 approved the conversion of the Company into a REIC and the corresponding amendments to its articles of association, with the name of the company being changed to "PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME".
The parent company and its subsidiaries are taxed as "REIC" in accordance with article 31 of L. 2778/1999 in a special manner, as replaced by article 53 of L. 4646/2019, with a tax rate equal to 10% of the current intervention rate of the European Central Bank plus 1 percentage point on the average of its six-monthly investments plus cash and cash equivalents at current prices.
The tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments plus its cash and cash equivalents and not on the basis of its profits, so no temporary differences arise and therefore no corresponding deferred tax liabilities and/or assets are created.
The movement of the account is analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30/06/2024 | 31/12/2023 | 30/06/2024 | 31/12/2023 | |
| Current income tax - beginning of period | 788,224 | 345,871 | 508,555 | 146,891 |
| Plus: Tax on period's investments | 994,608 | 1,446,431 | 640,584 | 810,080 |
| Less: Income tax paid | - | (48,334) | - | - |
| Less: Tax on Investments paid | (787,168) | (955,743) | (509,145) | (448,416) |
| Current income tax - end of period | 995,663 | 788,224 | 639,994 | 508,555 |
The other short-term liabilities of the Group and the Company are analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Other Taxes-duties | 913,833 | 612,176 | 334,580 | 263,889 |
| Social security organisations | 24,758 | 50,325 | 24,758 | 50,325 |
| Accrued expenses | 2,202,064 | 2,921,505 | 360,829 | 314,077 |
| Sundry creditors | 431,071 | 160,857 | 674,342 | 580,627 |
| Total | 3,571,726 | 3,744,863 | 1,394,510 | 1,208,918 |
At the end of the period, there are no outstanding tax liabilities for the Group and the Company. Their fair values are approximately the same as their carrying amounts. The increase in other taxes – duties, mainly concerns debts from interest tax on bond loans, which is increased due to the rise in interest rates. Accrued expenses of the Group and the Company relate mainly to the provisions for construction works in progress on the Group's and the Company's properties.
The investment property lease income of the Group and the Company is analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
|
| Investment property lease income | 8,189,279 | 7,379,054 | 7,039,302 | 3,597,350 |
| Total | 8,189,279 | 7,379,054 | 7,039,302 | 3,597,350 |
In the above lease income of the Group and the Company, is included amount € 0.018 million and amount € 0.02 million, respectively, regarding lease incentives under certain lease agreements.
The lease period for which the Group and the Company lease its investment properties through operating leases is of duration of one to eighteen years and is governed by the relevant commercial lease legislation.
The future receivable rents of investment properties under non-cancellable operating leases, not including future revaluations, are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
|
| Within 1 year | 19,415,166 | 14,144,467 | 13,547,239 | 6,775,544 |
| Between 2 and 5 years | 66,816,619 | 42,714,960 | 43,569,506 | 18,182,964 |
| Over 5 years | 75,153,410 | 40,261,750 | 34,421,740 | 18,400,911 |
| Total | 161,385,196 | 97,121,177 | 91,538,485 | 43,359,419 |
The change is due to the completion of investments and the purchase of new properties by the Group and the Company (Note 6.1).
The income from provision of services of the Group and the Company is analysed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
|
| Income from provision of services Income from provision of services of the |
23,297 | 53,109 | 23,297 | 49,481 |
| subsidiary JPA | 1,240,007 | 1,189,904 | - | - |
| Income from common charges | 211,212 | 413,470 | 186,566 | 229,113 |
| Total | 1,474,516 | 1,656,483 | 209,863 | 278,594 |
The Income from provision of services concern the provision of PPP management services of the subsidiary JPA ATTICA SCHOOLS S.A.
The income from common charges concern expenses made by the Group for account of its tenants and subsequently invoiced to them.
The expenses related to investment property of the Group and the Company are as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 01.01.2024 – | 01.01.2023 – | 01.01.2024 – | 01.01.2023 – | ||
| 30.06.2024 | 30.06.2023 | 30.06.2024 | 30.06.2023 | ||
| Third party fees and expenses | 1,551,810 | 1,441,790 | 458,110 | 216,601 | |
| Insurance premiums | 163,975 | 146,729 | 79,494 | 43,485 | |
| Real estate property tax (ENFIA) and other | |||||
| taxes | 909,546 | 882,743 | 604,519 | 449,209 | |
| Expenses from Common charges | 223,855 | 413,383 | 199,210 | 229,026 | |
| Sundry expenses | 63,668 | 14,801 | 63,668 | 14,801 | |
| Total | 2,912,854 | 2,899,447 | 1,405,000 | 953,121 |
Personnel expenses amounted to € 1,157,512 against € 843,824 of the first half of 2023 for the Group and the Company, and the number of the staff on 30.06.2024 was 16 persons compared to 18 on 30.06.2023.
In other operating expenses of the Group and the Company are included:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.2024 – | 01.01.2023 – | 01.01.2024 – | 01.01.2023 – | |
| 30.06.2024 | 30.06.2023 | 30.06.2024 | 30.06.2023 | |
| Fees to collaborators - Consultants | 259,337 | 298,064 | 225,044 | 283,474 |
| Third-party services | 57,054 | 102,879 | 46,643 | 57,011 |
| Taxes-duties | 62,130 | 67,748 | 28,946 | 46,199 |
| Promotion and advertising expenses | 94,487 | 104,667 | 94,487 | 104,667 |
| Sundry expenses | 104,147 | 284,168 | 94,785 | 169,931 |
| Total | 577,154 | 857,526 | 489,904 | 661,281 |
The decrease in other operating expenses, mainly in the Group, is due to the mergers of subsidiaries.
In the finance expenses of the Group and the Company are included:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.2024 – | 01.01.2023 – | 01.01.2024 – | 01.01.2023 – | |
| 30.06.2024 | 30.06.2023 | 30.06.2024 | 30.06.2023 | |
| Interest on Bank loans | 5,044,142 | 3,104,095 | 2,902,548 | 1,892,721 |
| Interest on Leases | 160,067 | 164,797 | 160,067 | 29,446 |
| Other bank charges & financing expenses | 91,375 | 189,268 | 76,575 | 161,728 |
| Total | 5,295,584 | 3,458,160 | 3,139,190 | 2,083,895 |
| Less: Transfer to works in progress (Note 6.1) | (740,427) | - | (70,389) | - |
| Total | 4,555,157 | 3,458,160 | 3,068,801 | 2,083,895 |
In the finance income of the Group and the Company are included:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
|
| Interest income | 391,379 | 238,262 | 642,069 | 377,765 |
| Interest income from concession contract (Note | ||||
| 6.2) | 1,073,145 | 1,141,749 | - | - |
| Total | 1,464,524 | 1,380,011 | 642,069 | 377,765 |
The Group's finance expenses amounted to € 4.56 million, compared to € 3.46 million in the corresponding half of 2023, presenting an increase of € 1.1 million. The increase is mainly due to the increase in borrowings in conjunction with the increase in the reference rate (Euribor).
The Group's finance income amounted to € 1.46 million, compared to € 1.38 million in the corresponding half of 2023, presenting an increase of € 0.08 million and concerns mainly the subsidiary JPA ATTICA SCHOOLS S.A. as well as interest on time deposits.
On 30.06.2024, the Group's weighted average cost of borrowing was 4.1%, incorporating an increased Euribor of 3.712%.
On 30.06.2023, the Group's weighted average cost of borrowing was 4.3%, incorporating an increased Euribor of 1.616%.
Earnings per share are calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the period, except the Company's treasury shares (note 6.11).
| Group | |||
|---|---|---|---|
| 01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
||
| Earnings per share attributable to owners of the parent | 17,836,913 | 5,362,464 | |
| Weighted average number of shares | 85,865,279 | 86,029,907 | |
| Basic earnings per share (in Euro) | 0.2077 | 0.0623 |
It is also noted that there is an outstanding liability for the issue of new shares due to employee stock incentive plan and, therefore, the conditions for the calculation and presentation of the diluted earnings per share ratio are met.
| Group | |||
|---|---|---|---|
| 01.01.2024 – 30.06.2024 |
01.01.2023 – 30.06.2023 |
||
| Earnings per share attributable to owners of the parent | 17,836,913 | 5,362,464 | |
| Weighted average number of shares | 87,403,491 | 87,007,950 | |
| Basic and diluted earnings per share (in Euro) | 0.2041 | 0.0616 |
Intra-group transactions and intra-group balances of the Company with its subsidiaries and related Companies are as follows:
| Company 30.06.2024 |
01.01.2024-30.06.2024 | |||
|---|---|---|---|---|
| Subsidiaries | Receivables Payables |
Income Expenses |
||
| JPA ATTICA SCHOOLS S.A. | 127,720 | - | - | - |
| ARVEN S.A. | 21,478 | - | - | - |
| PRIMALAFT S.A. | 10,161,064 | 580,320 | 162,743 | - |
| IQ KARELLA S.A. | 48,000 | - | - | - |
| P&E INVESTMENTS S.A. | 185,000 | - | - | - |
| PANDORA S.A. | 4,733,530 | - | 87,947 | - |
| Total | 15,276,791 | 580,320 | 250,690 | - |
Amounts in Euro (unless otherwise stated)
| 31.12.2023 | 01.01.2023-30.06.2023 | |||
|---|---|---|---|---|
| Subsidiaries | Receivables | Payables | Income | Expenses |
| JPA ATTICA SCHOOLS S.A. | 306,280 | - | 30,000 | - |
| INVESTMENT COMPANY ASPROPYRGOS | ||||
| SINGLE-MEMBER 1 SA | - | - | 52,911 | - |
| ARVEN s.a. | 5,442 | - | - | - |
| PREMIA RIKIA S.A. | - | - | 30,398 | - |
| PANDORA INVEST S.A. | 1,509,693 | - | - | - |
| PRIMALAFT S.A. | 4,940,821 | 580,320 | 67,519 | - |
| PREMIA DYO PEFKA S.A. | - | - | 116,760 | - |
| Total | 6,762,236 | 580,320 | 297,587 | - |
| Group | Company | |||||||
|---|---|---|---|---|---|---|---|---|
| 30.06.2024 | 01.01.2024 – 30.06.2024 | 30.06.2024 | 01.01.2024 – 30.06.2024 | |||||
| Related | Receivables | Payables | Income | Expenses | Receivables | Payables | Income | Expenses |
| VIA FUTURA S.A. | 399,715 | 139,810 | 12,000 | 395,581 | 365,265 | - | 12,000 | 236,981 |
| BOUTARI WINERIES | ||||||||
| S.A. | 161,542 | - | 541,490 | 1,402 | 161,542 | - | 541,490 | 1,402 |
| IOLI SPRING SINGLE | ||||||||
| MEMBER S.A. | 29,249 | - | 137,651 | 9,720 | 29,249 | - | 137,651 | 9,720 |
| ENGINEERIA S.A. | - | 7,689 | 15,509 | 58,625 | - | 7,689 | 15,509 | 58,625 |
| NOE METAL | ||||||||
| CONSTRUCTIONS | 1,173,880 | - | 173,880 | - | 1,173,880 | - | 173,880 | - |
| Total | 1,764,386 | 147,499 | 880,530 | 465,329 | 1,729,936 | 7,689 | 880,530 | 306,729 |
| Group | Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31.12.2023 | 01.01.2023-30.06.2023 | 31.12.2023 | 01.01.2023-30.06.2023 | ||||||
| Related | Receivables | Payables | Income | Expenses | Receivables | Payables | Income | Expenses | |
| BOUTARI WINERIES | |||||||||
| S.A. | - | - | 375,140 | 1,923 | - | - | 375,140 | 1,923 | |
| IOLI SPRING SINGLE | |||||||||
| MEMBER S.A. | 5,475 | 17,549 | 20,000 | - | 5,475 | 17,549 | 20,000 | - | |
| ENGINEERIA S.A. | - | 9,004 | 20,830 | 38,774 | - | 9,004 | 20,830 | 38,774 | |
| NOE METAL | |||||||||
| CONSTRUCTIONS | 1,000,000 | - | 13,141 | 158,473 | 1,000,000 | - | 13,141 | 158,473 | |
| VIA FUTURA S.A. | 766,125 | 33,994 | 12,000 | 403,034 | 758,375 | - | 12,000 | 214,442 | |
| Total | 1,771,600 | 60,546 | 441,111 | 602,205 | 1,763,850 | 26,552 | 441,111 | 413,613 |
Note :
1. With the related company VIA FUTURA SA, construction works of real estate have been made of amount of € 2,001,120, which is included in the item investment property.
2. In the related company NOE METAL CONSTRUCTIONS has been paid the amount of €4,500,000, which concerns an advance for the purchase and construction of property and is included in the item advances for the purchase and construction of investment properties.
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Benefits to Management | 01.01.-30.06.2024 | 01.01.-30.06.2023 | 01.01.-30.06.2024 | 01.01.-30.06.2023 | ||
| Fees to executives | 416,342 | 310,412 | 416,342 | 310,412 | ||
| Fees to the B. of D. | 52,800 | 43,200 | 52,800 | 43,200 | ||
| Total | 469,142 | 353,612 | 469,142 | 353,612 |
All transactions of the Group and the Company with related parties are carried out in the scope of the Group's commercial activities.
Transactions with the related company VIA FUTURA S.A. concern rental income from subleasing of office space and receivables from advances given for construction works at the Company's properties. The expenses concern construction works, property studies and services received for property maintenance.
Transactions with the related company ENGINEERIA S.A. concern rental income from the lease of space. The expenses concern the services received for property management.
The receivables to the subsidiaries PRIMALAFT S.A. and PANDORA INVEST S.A. relate mainly to receivables from the issuance of bond loans for the purchase of properties and construction works. Transactions with subsidiaries concern invoicing of common charges.
Transactions with the related company BOUTARI WINERIES SOCIETE ANONYME concern rental income from the lease of properties.
Transactions with the related company IOLI SPRING SINGLE-MEMBER relate mainly to rental income from the lease of properties.
Transactions with the related company NOE METAL CONSTRUCTIONS refer to expenses for common charges of leased properties and the receivable refers to an advance for a construction project on the property under purchase in the position Kyrillos in Aspropyrgos, Attica and income from penal clauses.
Upon resolution of the Ordinary General Meeting as of 02.06.2023, it was decided to acquire a property for which an advance payment of € 3.5 million has been given by the related company NOE METAL CONSTRUCTIONS.
There are no loans from/to related parties, other than those listed above.
It is noted that the above transactions with related parties are in accordance with the ordinary trading practice and the adopted pricing policy applicable to un-related parties. There are no doubtful receivables from related parties.
The Group has contingent liabilities in respect of banks, other guarantees and other matters arising in the ordinary course of business, from which it is not anticipated that any material charges will arise. The given guarantees are analysed as follows:
| Company | |||
|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 |
| 159,213,068 | 159,213,068 | 94,749,068 | 94,749,068 |
| 159,213,068 | 159,213,068 | 94,749,068 | 94,749,068 |
| Group |
On the shares of the subsidiaries JPA ATTICA SCHOOLS S.A., ARVEN S.A., PRIMALAFT S.A. and PREMIA MAROUSI S.A. is registered a pledge in favour of its creditor banks.
There are no pending court cases against the Group companies at 30.06.2024 and at 31.12.2023 that would affect its financial position.
The Group has contingent liabilities related to contracted capital expenditures that will be incurred in the future on the properties in Tavros, Xanthi and Pikermi. The total amount of contracted capital liabilities amounts to € 3.9 million.
Also, the Company has contractual liabilities towards the related party NOE Metal Constructions S.A. regarding the acquisition and construction of the investment property at KYRILLOS of value € 4.03 million, while the Group and specifically the subsidiary Pandora has contractual liabilities towards the pre-agreements for the acquisition of the properties by Alpha Bank totalling € 22.77 million.
At 18.07.2024, the subsidiary PANFIN S.A. disbursed an amount of € 1.8 million from an existing bond loan agreement with Piraeus Bank.
At 22.07.2024, was completed the Company's share capital increase amounting € 205,844 through the issuance of 411,688 new, ordinary, registered shares of nominal value €0.50 each, with capitalization of a reserve of incentive plans in order for these shares to be made available free of charge to the beneficiaries of the Plan in accordance with article 114 of L. 548/2018.
At 31.07.2024, the Company signed a binding agreement with Nordic Leisure Travel Group for the purchase of two hotel complexes in Crete and Rhodes, through the acquisition of 100% shares of subsidiaries of the above group, which own the above properties. The transaction price amounts to € 112.5 million subject to adjustments in the legal, technical and financial due diligence framework, in accordance with the terms of the Sale and Purchase agreement (SPA). The transaction is subject to obtaining the necessary approvals (including the Hellenic Competition Commission) and the transfer of the operational activity of the Hotels to a subsidiary of Nordic Leisure Travel Group, under the name "NLTG Hotels Hellas SINGLE-MEMBER S.A." The transaction is expected to be completed in the fourth trimester of 2024. The Company's Management assessed the above investment as an acquisition of an asset. The Company also entered into an agreement with the company "NLTG HH GREECE SINGLE-MEMBER S.A.", a subsidiary of the Swedish company "NORDIC LEISURE TRAVEL GROUP HH Greece AB", to participate in a future share capital increase of PREMIA S.A. up to the amount of € 12.5 million, with an offer price of € 1.36 per share and subject to the waiver of the pre-emption right of the existing shareholders of PREMIA. The relevant decision and the specific terms will be taken by the competent General Meeting of the Company's shareholders, which will be convened until 31.12.2024 in accordance with all the conditions set by the Law.
At 30.08.2024, the Company signed with Piraeus Bank a bond loan of amount up to € 16 million, with a maturity of 5 years, for the purpose of refinancing a) existing bond loans and b) an existing finance lease.
The Company, within the context of its strategic cooperation with the company TEMES S.A., paid amounts € 0.5 million and €1.3 million, on 25.07.2024 and 10.09.2024 respectively, for the acquisition of 50% of the company NAVARINO VINEYARDS S.A., which is 100% a subsidiary of TEMES S.A. until today.
At 13.09.2024, the subsidiary PREMIA MAROUSI S.A. signed with Piraeus Bank an amendment to an existing bond loan concerning an interest rate reduction.
At 13.09.2024, the Company, implementing a preliminary agreement signed on 03.07.2024, proceeded to the sale of a property owned by it and located in Megalochori, Santorini, for consideration € 6.5 million. Its fair value amounted to € 4.06 million according to the valuation report as at 30.06.2024 and was free of indebtedness.
At 19.09.2024, the Group proceeded to the purchase of a commercial property in Athens for consideration € 0.45 million, through the subsidiary PANFIN S.A.
Other than the above, there are no other events subsequent to 30th June 2024 relating to the Group and the Company for which reporting is required.
THE CHAIRMAN OF THE B. OF D. THE MANAGING DIRECTOR THE ACCOUNTING DEPT. MANAGER
ILIAS GEORGIADIS KONSTANTINOS MARKAZOS MARIA ANASTASIOU ID. No. AO-507905 ID. No. ΑΗ-093898 ID. No. ΑΚ 546999
E.C.G. License No. 16009/A' Class
The annual financial statements, the independent auditor's reports and the board of directors' reports of the parent Company "PREMIA SOCIETE ANONYME" as well as of its subsidiaries are posted on the internet address of the parent Company http://www.premia.gr.
On the same website are also posted the interim financial statements and financial reports of the parent Company.

PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME
G.E.MI. No.: 861301000 Hellenic Capital Market Commission Decision No.: 4/949/5.4.2022 Registered Office of the Company: 59, Vasilissis Sofias Avenue, P.C. 11521
Pursuant to the articles 4.1.2 and 4.2 of the Regulation of the Athens Exchange (hereinafter "ATHEX"), the decision No. 25/17.07.2008 of the Board of Directors of the ATHEX, as amended on 06.12.2017, and the decision No. 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission (hereinafter referred to as the "C.C."), it is hereby announced that, from the issuance of a Common Bond Loan (hereinafter referred to as the "Common Bond Loan" or "CBL") of amount Euro One Hundred Million (€ 100,000,000) by issuing 100,000 common bearer bonds with an issue price of € 1,000 each, made pursuant to the decision dated 07.01.2022 of the Board of Directors of Premia S.A. (hereinafter the "Company") and the decision dated 13.01.2022 approving the contents of the Prospectus by the C.C., a total net amount of Euro One Hundred Million (€ 100,000,000) was raised. The issuance costs, amounting € 3,500,929.18 were covered in their total by the funds raised from the abovementioned issuance of the Company. The issuance of the Common Bond Loan was fully covered and the payment of the funds raised was made on 25.01.2022. The issued 100 thousand common bearer bonds were admitted for trading in the Fixed Income Securities Category of the Regulated Market of the Athens Exchange on 26.01.2022.
The net proceeds of the CBL are held in a separate account. The Company declares that the use of the net proceeds is for the financing of real estate investments, the re-financing of the existing borrowings and working capital, in accordance with the Public Offering Prospectus and the framework set out in article 22 of L. 2778/1999, as in force at that time.
The table below shows the net funds raised and the allocation of the funds raised by 30.06.2024 by category of use/investment, in accordance with the provisions of paragraph 4.1.2 of the Prospectus, as follows:
| TABLE OF DISPOSAL OF FUNDS RAISED FROM THE ISSUANCE OF A COMMON BOND LOAN | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Amounts in €) | |||||||||
| Purpose of Disposal of Funds Raised |
Net Funds Raised for Disposal |
Amount of Funds raised paid 25.01- 31.12.2022 |
Balance to be Used 31.12.2022 |
Amount of Funds Raised disposed in the period 01.01- 31.12.2023 |
Balance to be Used 31.12.2023 |
Amount of Funds Raised disposed in the period 01.01- 30.06.2024 |
Balance to be Used 30.06.2024 |
||
| Repayment of the Alpha Bank Common Bond Loan, principal amount € 41.1 million Investments in real estate |
93,499,071 | 39,382,725 25,332,489 |
- 28,783,857 |
- 11,992,507 |
- 16,791,350 |
9,616,652 | 7,174,697 | ||
| Working capital | 3,000,000 | 2,976,193 | 23,807 | 23,807 | - | - | - | ||
| Total | 96,499,071 | 67,691,406 | 28,807,665 | 12,016,314 | 16,791,350 | 9,616,652 | 7,174,697 |
With regard to No. 1 of the table, it is noted that the full repayment of the Bond Loan was made on 02.02.2022, within 30 days from the date of issuance of the CBL, based on the Prospectus.
It is clarified that the provisionally unavailable funds have already been allocated by the Company to investments for which binding agreements have been signed (property located in Kyrilos, Aspropyrgos, investment in the company "P&E Investments S.A." "Project Skyline", investment in "PANDORA INVEST S.A." for the acquisition of a portfolio of properties), as well as investments that are already in progress (investment in property at 180, Peiraios Street, and in property located in Xanthi) and are expected to be completed within 2024. Amount € 7,000 thousand (including interest from the time deposits of € 245 thousand) of the unallocated funds has been deposited in a term account in Greece.
The disposed funds, until 30.06.2024, were used as follows:
They terminated the preliminary agreement as of 10.12.2021 for the transfer of shares of IQ Karela Single-Member S.A. with refund of the advance payment of € 7,954 million.
They proceeded with the transfer from Arcela Investments Limited to Premia Properties of 40% of the shares of IQ Karela Single-Member S.A. and simultaneously agreed to the transfer of the remaining 60% of its shares upon completion of the development of the property asset and its commencement of operation as a mixed-use complex. The value of the advance payment amounts to € 3,047 thousand. The said investment was partially financed from the net funds raised in the amount of € 40 thousand.
On 25.10.2022, the Share Capital of the subsidiary PRIMALAFT SA was increased by € 18,032 thousand regarding the purchase of the property ATHENS HEART, 180, Peiraios Str., Tavros. The amount was raised from the bond loan. There are plans to develop offices in the property.
On 27.10.2022, was completed the transfer of the properties of the companies "J. BOUTARIS & SON S.A." & "J. BOUTARIS & SON HOLDING S.A." ("BOUTARIS") to the Company in implementation of the court decision as of 22/8/2022 on the ratification of the Resolution Agreement for the aforementioned companies. In more detail, PREMIA acquired, for the price € 12.3 million, buildings of total surface area of 28,800 sq.m. (including 5 wineries of 15,660 sq.m. as well as an office building in Pikermi, Attica) and plots of 740 hectares, including 5 vineyards of 633 hectares located in exceptional wine production sites in the country (Naoussa, Goumenissa, Mantineia, Nemea, Santorini, Crete). The said investment was partly financed by the funds raised during the increase of the Company's share capital and amounts to € 4,208 thousand.
• On 10.11.2022, the Company signed a preliminary agreement for the acquisition of an independent property of serviced apartments. The property is located in Xanthi and will operate as a student residence. The transaction was completed on
21.03.2023. Until 31.12.2022, the said advance was partially financed from the funds raised during the bond issuance and amounts to € 85 thousand.
On 02.02.2023, there was payment of the initial capital of the subsidiary P & E INVESTMENTS SOCIETE ANONYME and the Company proceeded to deposit an amount of € 125 thousand to the subsidiary, which was covered by the bond loan.
On 04.07.2023, share capital increase of the subsidiary P & E INVESTMENTS SOCIETE ANONYME was made and the Company made a deposit of € 288 thousand to the subsidiary, which was covered by the bond loan.
On 09.01.2023, the subsidiary Primalaft completed the acquisition of a plot of land at Peiraios Avenue against € 1,500 thousand. The property is located at 186b, Peiraios Avenue, Tavros. It is planned to develop offices on the plot. From the funds raised during the bond issuance, the Company granted an intragroup loan to Primalaft of € 1,600 thousand, which were used for the acquisition of this property including the transfer costs.
The total available amount of € 3,000 thousand was used for the Company's working capital, with amount € 24 thousand having been made available from 01.01.2023-31.12.2023.
During the period 01.01.2023-31.12.2023, interest on time deposits of € 225 thousand has been collected.
During the period 01.01.2024-30.06.2024, interest on time deposits of € 245 thousand has been collected, which were used for the Company's working capital.
THE CHAIRMAN OF THE B. OF D. THE MANAGING DIRECTOR THE ACCOUNTING DEPT. MANAGER
ILIAS GEORGIADIS KONSTANTINOS MARKAZOS MARIA ANASTASIOU ID. No. AO 507905 ID. No. ΑΗ 093898 ID. No. ΑΚ 546999
E.C.G. License No. 16009/A' Class

To the Board of Directors (thereafter "Management") of the Company "PREMIA Real Estate Investment Company Société Anonyme"
The purpose of the report (thereafter the "Report") is solely to assist the company "PREMIA Real Estate Investment Company Société Anonyme" (thereafter the "Company") in the context of the submission to the Hellenic Capital Markets Commission and to the Athens Stock Exchange ("HCMC and ATHEX"), the "Use of Funds Raised Report from the issuance of Common Bond Loan through payment in cash for the period from 01.01.2024 until 30.06.2024" for the six months period ended as of June 30, 2024, in accordance with the provisions of paragraph 4.1.2 and 4.2 of Athens Stock Exchange (thereafter "ATHEX") Rulebook pursuant to the Decision 25/17.07.2008 of ATHEX Steering Committee as amended on 06.12.2017 and is currently in force, as well as the Decision 8/754/14.04.2016 of the BoD of the Hellenic Capital Market Commission (thereafter "Subject Matter").
As such, this Agreed-Upon Procedures Report is not suitable for any other purpose and is intended solely for the Management of the Company, we assume no liability to anyone other than the Company in relation to the execution of the agreed upon procedures. Therefore, this report should not be used or distributed to any other party, except to be provided for information purposes only to Hellenic Capital Market Commission and the Athens Stock Exchange.
This Report is limited only to the items mentioned above and does not extend to the interim condensed separate and consolidated financial statements that the Company will prepare for the six months period ended as of June 30, 2024, for which we will issue a separate Review Report.
The Company's management has acknowledged that the agreed-upon procedures are appropriate for the purpose of the engagement.
Additionally, the Company's management is responsible for the Subject Matter on which the agreed-upon procedures are performed.
We have conducted the agreed-upon procedures engagement in accordance with the International Standard on Related Services (ISRS) 4400 (Revised), "Agreed – Upon Procedures Engagements". An agreed-upon procedures engagement involves our performing the procedures that have been agreed with the Management of the Company and reporting the findings, which are the factual results of the agreed-upon procedures performed.

This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express an opinion or an assurance conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.
We have complied with the ethical requirements of the International Ethics Standards Board of Accountants' International Code of Ethics for Professional Accountants (IESBA Code), and with the ethical and independence requirements prescribed in L.4449/2017, as well as the Regulation (EU) 537/2014.
Our firm applies the International Standard on Quality Management (ISQM) 1, "Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements", and accordingly, maintains a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We have performed the procedures described below on the Subject Matter, which were agreed upon with the Management of the Company in the terms of the engagement letter dated September 17, 2024, in relation to "Use of Funds Raised Report from the issuance of Common Bond Loan through payment in cash for the period from 01.01.2024 until 30.06.2024" of the Company.
| Procedures | Findings | |
|---|---|---|
| 1 | Comparison, for the purposes of completeness, of the information contained in the Report on the Use of Funds Raised, with what is defined by the provisions of paragraphs 4.1.2 and 4.2 of ATHEX Rulebook pursuant to the Decision 25/17.07.2008 of ATHEX Steering Committee as amended on 06.12.2017 and is currently in force, as well as the Decision 8/754/14.04.2016 of the BoD of the HCMC. |
We compared, for the purposes of completeness, the information contained in the Report on the Use of Funds Raised, in accordance with what is defined by the provisions of paragraphs 4.1.2 and 4.2 of ATHEX Rulebook pursuant to the Decision 25/17.07.2008 of ATHEX Steering Committee as amended on 06.12.2017 and is currently in force, as well as the Decision 8/754/14.04.2016 of the BoD of the HCMC, with no exceptions noted. |
| 2 | Comparison of the consistency of the content of the Report on the Use of Funds Raised with what is referred to in the Prospectus, issued by the Company on 13/01/2022, as well as with the relevant decisions of the Company's responsible bodies. |
We confirmed that the content of the Report on the Use of Funds Raised is consistent with what is referred to in the Prospectus issued by the Company on 13/01/2022, as well as with the relevant decisions of the Company's responsible bodies. |
| 3 | Comparison of the amount of the Common Bond Loan that has been included in the Report on the Use of Funds Raised whether it reconciles with: (a) the amount that was approved by the Company's Board of Directors Meeting on January 7, 2022, (b) the amount included in the Prospectus referred above, (c) the amount deposited in the Company's bank account in Alpha Bank with reference number 110-00-2320-023292. |
We reconciled the amount of the Common Bond Loan that has been included in the Report on the Use of Funds Raised with: (a) the amount that was approved by the Company's Board of Directors Meeting on January 7, 2022, (b) the amount included in the Prospectus referred above, (c) the amount deposited in the Company's bank account in Alpha Bank with reference number 110-00-2320-023292, with no exceptions noted. |
Legal Name: ERNST & YOUNG (HELLAS) Certified Auditors-Accountants S.A.
Distinctive title: ERNST & YOUNG
Legal form: Societe Anonyme Registered seat: Chimarras 8Β, Maroussi, 15125
General Commercial Registry No: 000710901000

| Reconciliation of the funds raised as presented in | The funds raised as presented in the Column | |
|---|---|---|
| the column "Amount of Funds Raised disposed in | "Amount of Funds Raised disposed in the period | |
| the period 01.01 – 30.06.2024" of the Report on the | 01.01 – 30.06.2024" of the Report on the Use of | |
| Use of Funds Raised, with the acquisition contracts | Funds Raised, reconcile with the acquisition | |
| 4 | or invoices where applicable, with the minutes and | contracts or invoices where applicable, with the |
| the decisions of the responsible bodies of the | minutes and the decisions of the responsible | |
| Company where applicable, with the intercompany | bodies of the Company where applicable, with the | |
| contracts where applicable and with the relevant | intercompany contracts where applicable and | |
| journal entries. | with the relevant journal entries. |
Athens, September 19, 2024 The Certified Auditor Accountant
Eleonora Seka SOEL R.N. 50131 ERNST &YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. CHIMARRAS 8B, MAROUSSI 151 25 GREECE SOEL R.N. 107
Legal Name: ERNST & YOUNG (HELLAS) Certified Auditors-Accountants S.A. Distinctive title: ERNST & YOUNG Legal form: Societe Anonyme Registered seat: Chimarras 8Β, Maroussi, 15125 General Commercial Registry No: 000710901000
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