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Prodea R.E.I.C. S.A.

Interim / Quarterly Report Nov 29, 2019

2663_10-q_2019-11-29_63d8c0e6-342b-4814-8c9d-5c9c541b6f7e.pdf

Interim / Quarterly Report

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Prodea Real Estate Investment Company Société Anonyme

Interim Condensed Consolidated and Separate Financial Information for the period from January 1 to September 30, 2019

Thisinterim financial report has been translated from the original report that has been prepared in the Greek language. Reasonable care has been taken to ensure that this report represents an accurate translation of the original text. In the event that differences exist between this translation and the original Greek language financial report, the Greek language financial report will prevail over this document.

November 2019

Statement of Financial Position 3
Income Statement - 9 month period 4
Statement of Comprehensive Income - 9 month period 5
Income Statement - 3 month period 6
Statement of Comprehensive Income - 3 month period 7
Statement of Changes in Equity - Group 8
Statement of Changes in Equity - Company 9
Cash Flow Statement - Group 10
Cash Flow Statement - Company 11
NOTE 1: General Information 12
NOTE 2: Summary of Significant Accounting Policies 13
2.1. Basis of Preparation 13
2.2. Adoption of IFRSs 13
2.3. Critical Accounting Estimates and Judgments 18
NOTE 3: Financial Risk Management 18
3.1. Financial Risk Management 18
3.2. Fair Value Estimation of Financial Assets and Liabilities 18
NOTE 4: Segment Reporting 20
NOTE 5: Investment Property 25
NOTE 6: Property and Equipment 32
NOTE 7: Goodwill, Software and Other Intangible Assets 34
NOTE 8: Acquisition of Subsidiaries (business combinations and asset acquisitions) 34
NOTE 9: Investment in Subsidiaries 38
NOTE 10: Equity method investments and investments in Joint Ventures 40
NOTE 11: Other long term Assets 40
NOTE 12: Trade and Other Assets 41
NOTE 13: Inventories 42
NOTE 14: Cash and Cash Equivalents 43
NOTE 15: Share Capital & Share Premium 43
NOTE 16: Reserves 43
NOTE 17: Borrowings 44
NOTE 18: Trade and Other Payables 47
NOTE 19: Deferred tax assets and liabilities 48
NOTE 20: Other long-term liabilities 49
NOTE 21: Dividends per share 49
NOTE 22: Property taxes-levies 49
NOTE 23: Personnel expenses (incl. remuneration to the members of the Board of Directors and its committees)….50
NOTE 24: Other expenses 50
NOTE 25: Finance Costs 51
NOTE 26: Taxes 51
NOTE 27: Revenue 52
NOTE 28: Earnings per share 52
NOTE 29: Contingent Liabilities and Commitments 52
NOTE 30: Related parties transactions 53
NOTE 31: Events after the Date of the Interim Financial Statements 58
Group Company
Note 30.09.2019 31.12.2018 30.09.2019 31.12.2018
ASSETS
Non-current assets
Investment property 5 2,029,430 1,779,481 1,408,037 1,359,579
Investment in subsidiaries 9 - - 440,514 226,228
Equity method investments 10 439 - - -
Investments in joint venture 10 8,964 - 9,107 -
Property and equipment 6 121,870 2,149 2,293 2,147
Goodwill, Software and other Intangible assets 7 15,155 101 79 101
Other long-term assets 11 13,489 10,821 39,564 19,181
2,189,347 1,792,552 1,899,594 1,607,236
Current assets
Trade and other assets 12 29,674 47,525 17,084 45,605
Inventories 13 31,739 - - -
Cash and cash equivalents 14 74,192 45,788 38,030 33,216
135,605 93,313 55,114 78,821
Total assets 2,324,952 1,885,865 1,954,708 1,686,057
SHAREHOLDERS' EQUITY
Share capital 15 766,484 766,484 766,484 766,484
Share premium 15 15,890 15,890 15,970 15,970
Reserves 16 346,737 342,176 345,878 341,748
Other equity 20 (8,869) - - -
Retained Earnings 207,700 162,132 156,663 143,331
Total shareholders' equity 1,327,942 1,286,682 1,284,995 1,267,533
Non-controlling interests 41,965 - - -
Total equity 1,369,907 1,286,682 1,284,995 1,267,533
LIABILITIES
Long-term liabilities
Borrowings
17 824,565 111,859 618,337 55,862
Retirement benefit obligations 237 218 237 218
Deferred tax liability 19 25,964 4,586 - -
Other long-term liabilities 20 13,812 3,955 3,653 3,426
864,578 120,618 622.227 59,506
Short-term liabilities
Trade and other payables 18 54,150 24,118 26,518 15,139
Borrowings 17 32,373 448,280 17,364 337,897
Derivative financial instruments 9 148 - -
Current tax liabilities 3,935 6,019 3,604 5,982
90,467 478,565 47,486 359,018
Total liabilities 955,045 599,183 669,713 418,524
Total equity and liabilities 2,324,952 1,885,865 1,954,708 1,686,057
Athens, November 28, 2019
The Vice-Chairman of the BoD and
CEO The CFO / COO The Deputy CFO
Group Company
30.09.2018
79,326
-
-
-
79,326
6,601
(82)
(2,382)
(5,683)
(2,384)
-
-
-
6 (827) (18) (80) (18)
7 (36) (22) (22) (22)
-
(110)
-
5,879
(2,722)
-
(244)
78,159
10 (3) - - -
-
332
(12,986)
141,687 88,375 100,784 65,505
(8,717)
56,788
-
56,788
0.22
The CFO / COO The Deputy CFO
Note
27
27
27
27
5
22
23
23
24
24
8
25
26
28
30.09.2019
100,705
25,603
4,673
80
131,061
71,802
(1,058)
(4.169)
(7,159)
(4,588)
(7,776)
(2,860)
(4,416)
56
(1,980)
(4,143)
322
(3,055)
(10,038)
(125)
151,011
13,550
12
(22,883)
(14,151)
127,536
(4,597)
122,939
0.48
Athens, November 28, 2019
From 01.01. to
30.09.2018
90,906
-
-
-
90,906
29,298
(204)
(2,812)
(6,892)
(2,386)
-
-
-
139
(152)
-
268
(3,228)
-
(244)
104,653
-
38
(16,316)
(8,836)
79,539
-
79,539
0.31
From 01.01. to
30.09.2019
81,016
-
-
-
81,016
46,219
(46)
(3,219)
(5,746)
(4,522)
-
-
-
-
(1,914)
-
7,621
(2,257)
-
(125)
116,925
-
1,119
(17,260)
(10,251)
90,533
-
90,533
0.35
Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit for the period 127,536 79,539 90,533 56,788
Other comprehensive income / (expense):
Items that may be reclassified subsequently
to profit or loss:
Revaluation Reserve 101 - - -
Currency translation differences 100 4 - -
Cash flow hedges 83 124 - -
Total of items that may be reclassified subsequently
to profit or loss
284 128 - -
Other comprehensive income/(expense) for the period 284
128
-
Total comprehensive income for the period 127,820 79,667 -
90,533
56,788
Attributable to:
Non-controlling interests (4,597) - - -
Company's equity shareholders 123,223 79,667 90,533 56,788
Athens, November 28, 2019
The Vice-Chairman of the BoD and
CEO
The CFO / COO The Deputy CFO
Group Company
From 01.07. to From 01.07. to
30.09.2018 30.09.2019 30.09.2018
30,202 26,810 26,482
- - -
- - -
- - -
30,202 26,810 26,482
(377) (1,325) (377)
(50) (18) (2)
(1,149) (989) (1,000)
(2,283) (1,916) (1,859)
(986) (906) (985)
- - -
- - -
- - -
(6) (43) (6)
(8) (8) (8)
38 - -
(29) (1,810) (18)
- - -
85 4,994 3,299
(2,109) (875) (1,936)
- - -
(2) (48) (2)
23,326 23,866 23,588
- - -
- - -
4 503 103
(5,588) (6,345) (4,415)
17,742 18,024 19,276
(2,952) (3,609) (2,948)
14,790 14,415 16,328
- - -
14,790 14,415 16,328
0.06 0.06 0.06
The Deputy CFO
Anna Chalkiadaki
Group
From 01.07. to
Company
From 01.04. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Profit for the period 14,672 14,790 14,415 16,328
Other comprehensive income / (expense):
Items that may be reclassified subsequently
to profit or loss:
Revaluation Reserve 16 - - -
Currency translation differences 18 3 - -
Cash flow hedges - 41 - -
Total of items that may be reclassified subsequently
to profit or loss
34 44 - -
Other comprehensive income/(expense) for the period 34
44
-
Total comprehensive income for the period 14,706 14,834 14,415 -
16,328
Attributable to:
Non-controlling interests (326) - - -
Company's equity shareholders 14,380 14,834 14,415 16,328
Athens, November 27, 2019
The Vice-Chairman of the BoD and
The CFO / COO
CEO
The Deputy CFO

Statement of Changes in Equity - Group for the period ended September 30, 2019

Note Share capital Share premium Reserves Other
equity
Retained Earnings /
(Losses)
Total Non-controlling
interests
Total
Balance January 1, 2018 766,484 15,890 339,152 - 106,327 1,227,853 - 1,227,853
Adjustment due to adoption of IFRS 9 - - - - (234) (234) - (234)
Balance
January
1, 2018 as adjusted
766,484 15,890 339,152 - 106,093 1,227,619 - 1,227,619
Other comprehensive income for the
period
- - 128 - - 128 - 128
Profit for the period - - - - 79,539 79,539 - 79,539
Total comprehensive income after tax - - 128 - 79,539 79,667 - 79,667
Transfer to reserves - 2,856 - (2,856) - -
Dividend distribution 2017 21 - - - (56,209) (56,209) (56,209)
Balance September 30, 2018 766,484 15,890 342,136 - 126,567 1,251,077 - 1,251,077
Movements
up to
December 31, 2018
- - 40 - 35,565 35,605 - 35,605
Balance December 31, 2018 766,484 15,890 342,176 - 162,132 1,286,682 - 1,286,682
Balance December 31, 2018 766,484 15,890 342,176 - -
162,132
1,286,682 - 1,286,682
Other comprehensive income for the
period
- - 284 - - 284 284
Profit for the period - - - - 122,939 122,939 4,597 127,536
Total comprehensive income after tax - - 284 - 122,939 123,223 4,597 127,820
Transfer to reserves - - 4,277 (4,277) - - -
Dividend distribution 2018 21 - - - - (73,071) (73,071) - (73,071)
Put option held by non-controlling interests 20 - - - (8,869) - (8,869) - (8,869)
Acquisition of subsidiaries - - - - - - 38,403 38,403
Acquisition of Non-controlling interests - - - - (23) (23) (1,035) (1,058)
Balance September
30, 2019
766,484 15,890 346,737 (8,869) 207,700 1,327,942 41,965 1,369,907

Statement of Changes in Equity - Company for the period ended September 30, 2019

Note Share capital Share premium Reserves Retained Earnings /
(Losses)
Total
Balance January 1, 2018 766,484 15,970 338,894 117,788 1,239,136
Adjustment due to adoption of IFRS 9 - - - (249) (249)
Balance
January
1, 2018 as adjusted
766,484 15,970 338,894 117,539 1,238,887
Profit for the period - - - 56,788 56,788
Total comprehensive income after tax - - - 56,788 56,788
Transfer to reserves - 2,856 (2,856) -
Dividend distribution 2017 21 - - (56,209) (56,209)
Balance September
30, 2018
766,484 15,970 341,750 115,262 1,239,466
Movements
up to
December 31, 2018
- - (2) 28,069 28,067
Balance December 31, 2018 766,484 15,970 341,748 143,331 1.267.533
Balance December 31, 2018 766,484 15,970 341.748 143,331 1,267,533
Profit for the period - - - 90,533 90,533
Total comprehensive income after tax - - - 90,533 90,533
Transfer to reserves - - 4,130 (4,130) -
Dividend distribution 2018 21 - - - (73,071) (73,071)
Balance September
30, 2019
766,484 15,970 345,878 156,663 1,284,995
Note
30.09.2019
30.09.2018
Cash flows from operating activities
Profit before tax
141,687
88,375
Adjustments for:
-
Provisions for employee benefits
19
3
-
Depreciation of property and equipment
6
827
18
-
Amortization of intangible assets
7
36
22
-
Net (gain) / loss from the fair value adjustment
5
(71,802)
(29,298)
of investment property
-
Interest income
(12)
(38)
-
Finance costs
22,883
16,316
-
Net change in fair value of financial instruments
(56)
(139)
at fair value through profit or loss
-
Net impairment loss on financial assets
1,980
152
-
Net impairment loss on non- financial assets
4,144
-
-
Negative goodwill from acquisition of subsidiaries
(13,550)
-
-
Other
286
9
Changes in working capital:
-
(Increase) / Decrease in receivables
(37)
1,004
-
(Increase) / Decrease in inventories
1,762
-
-
Increase / (Decrease) in payables
(723)
8,505
Cash flows from operating activities
87,444
84,929
Interest paid
(21,596)
(13,700)
Tax paid
(13,071)
(11,488)
Net cash flows from operating activities
52,777
59,741
Cash flows from investing activities
Acquisition of investment property
5
-
(24,782)
Subsequent capital expenditure on investment property
5
(3,318)
(795)
Purchases of property and equipment
6
(1,346)
-
Prepayments and expenses related to future acquisition of
(2,629)
(4,124)
investment property
Acquisitions of subsidiaries (net of cash acquired)
8
(187,466)
(7,560)
Acquisition of investment in joint ventures
10
(9,107)
-
Dividends received from equity method investments
40
-
Interest received
12
39
Net cash flows used in investing activities
(203,814)
(37,222)
Cash flows from financing activities
Proceeds from share capital increase of subsidiaries
5,735
-
Proceeds from the issuance of bond loans and other
17
614,499
75,000
borrowed funds
Expenses related to the issuance of bond loans and
(6,499)
(1,242)
other borrowed funds
Expenses related to share capital increase
(76)
-
Repayment of borrowings and lease liabilities
(384,126)
(48,537)
Dividends paid
21
(50,077)
(33,214)
Net cash flows used in financing activities
179,456
(7,993)
Net increase in cash and cash equivalents
28,419
14,526
Cash and cash equivalents at the beginning of the period
45,788
49,335
Effect of foreign exchange currency differences on cash and
(15)
-
cash equivalents
Cash and cash equivalents at the end of the period
74,192
63,861
From 01.01. to
From 01.01. to
Note 30.09.2019 30.09.2018
Cash flows from operating activities
Profit before tax 100,784 65,505
Adjustments for:
-
Provisions for employee benefits
19 3
-
Depreciation of property and equipment
6 80 18
-
Amortization of intangible assets
7 22 22
-
Net gain from the fair value adjustment
5 (46,219) (6,601)
of investment property
-
Interest income
(1,119) (332)
-
Finance costs
17,260 12,986
-
Net impairment (gain) / loss on financial assets
1,914 110
-
Other
264 9
Changes in working capital:
-
(Increase) / Decrease in receivables
66 2,432
-
Increase / (Decrease) in payables
3,863 8,057
Cash flows from operating activities 76,934 82,209
Interest paid (17,760) (11,668)
Tax paid (12,629) (11,413)
Net cash flows from operating activities 46,545 59,128
Cash flows from investing activities
Acquisition of investment property 5 - (24,320)
Subsequent capital expenditure on investment property 5 (2,239) (795)
Prepayments and expenses related to future acquisition of
investment property (2,629) (4,124)
Purchases of property and equipment 6 (37) -
Acquisition of subsidiaries 8 (146,536) (7,560)
Acquisition of investment in joint ventures (9,107) -
Participation in subsidiaries' capital increase (56,604) (511)
Proceeds from share capital decrease of subsidiaries - 14,300
Loans granted to foreign subsidiaries (17,080) -
Interest received 7 37
Net cash flows used in investing activities (234,225) (22,973)
Cash flows from financing activities
Proceeds from the issuance of bond loans and
other borrowed funds 17 599,500 60,000
Expenses related to the issuance of bond loans and
other borrowed funds (6,189) (831)
Repayment of borrowings and lease liabilities (350,740) (46,813)
Dividends paid 21 (50,077) (33,214)
Net cash flows used in financing activities 192,494 (20,858)
Net increase in cash and cash equivalents 4,814 15,297
Cash and cash equivalents at the beginning of the period 33,216 36,308
Cash and cash equivalents at the end of the period 38,030 51,605

NOTE 1: General Information

"Prodea Real Estate Investment Company Société Anonyme" (hereinafter "Company") (former "NBG PANGAEA REAL ESTATE INVESTMENT COMPANY") operates in the real estate investment market under the provisions of Article 22 of L. 2778/1999, as in force. As a Real Estate Investment Company (REIC), the Company is supervised by the Hellenic Capital Market Commission. It is also noted that the Company is licensed as an alternative investment fund manager according to Law 4209/2013.

The headquarters are located at 6, Karageorgi Servias str., Athens, Greece. The Company is registered with the No. 3546201000 in the General Commercial Companies Registry (G.E.MI.) and its duration expires on December 31, 2110.

The Company together with its subsidiaries (hereinafter the "Group") operates in real estate investments both in Greece and abroad, such as Cyprus, Italy, Bulgaria and Romania.

The Extraordinary General Meeting of the shareholders of the Company which took place on September 11, 2019 resolved upon the amendment of the Company's corporate name to «Prodea Real Estate Investment Company Société Anonyme», with distinctive title «Prodea Investments». The amendment was approved by the Ministry of Development and Investments with its decision No. 1695248/01.10.2019 which was registered in the General Commercial Registry of the abovementioned Ministry on October 1, 2019. On September 11, 2019 the Extraordinary General Meeting of the Company's Shareholders resolved upon the granting of an authorization to the Company's Board of Directors so that the latter proceeds with a share capital increase through the issuance of new dematerialized common registered voting shares to be paid in cash under the terms that the Company's Board of Directors will determine in the future. Such authorization must be exercised by the Board of Directors within 10 months from the date of the General Meeting of the Company's Shareholders granting the authorization for the share capital increase to the Company's Board of Directors.

As of September 30, 2019, the number of employees of the Group and of the Company was 674 and 34 respectively (December 31, 2018: 30 employees for the Group and the Company, September 30, 2018: 29 employees for the Group and the Company).

The current Board of Directors has a term of three years which expires on June 18, 2022 with an extension until the first Annual General Meeting of Shareholders, which will take place after the end of the term. The Board of Directors was elected by the Annual General Meeting of Shareholders held on June 18, 2019 and was constituted as a body in its same day meeting. The Board of Directors has the following composition:

Christophoros N. Papachristophorou Chairman, Businessman Executive Member
Aristotelis D. Karytinos Vice-Chairman, CEO Executive Member
Thiresia G. Messari CFO / COO Executive Member
Nikolaos M. Iatrou Business Executive Non Executive Member
Athanasios D. Karagiannis Investment Advisor Non Executive Member
Ioannis P. Kyriakopoulos General Manager of NBG Group Non Executive Member
Georgios E. Kountouris Economist Non Executive Member
Prodromos G. Vlamis Assistant Professor at University of
Piraeus & Associate at the
University of Cambridge
Independent - Non
Executive Member
Spyridon G. Makridakis Professor at University of Nicosia &
Emeritus Professor at INSEAD
Business School
Independent - Non
Executive Member

The current Board of Directors has the following composition:

These interim condensed Financial Statements have been approved for issue by the Company's Board of Directors on November 28, 2019 and are available on the website address http://www.prodea.gr.

NOTE 2: Summary of Significant Accounting Policies

2.1 Basis of Preparation

Τhe interim condensed financial information of the Group and the Company for the nine-month period ended September 30, 2019 (the "Interim Financial Statements") have been prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting".

These Interim Financial Statements include selected explanatory notes and do not include all the information required for full annual financial statements. Therefore, the Interim Financial Statements should be read in conjunction with the annual consolidated and separate financial statements of NBG Pangaea REIC as at and for the year ended December 31, 2018, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as endorsed by the European Union (the "EU").

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim period, except for the adoption of new and amended standards as set out below (Note 2.2.1). In addition the Group adopted new accounting policies for the property and equipment, for the inventories and for the intangible assets acquired through business combinations (Note 2.2.2).

The amounts are stated in Euro, rounded to the nearest thousand (unless otherwise stated) for ease of presentation.

It is mentioned that where necessary, comparative figures have been adjusted to conform to changes in current period's presentation. Management believes that such adjustments do not have a material impact in the presentation of financial information.

The Interim Financial Statements have been prepared based on the going concern principle, applying the historical cost convention, except for investment property, property and equipment which include land and buildings related to hotel and other facilities and derivative financial instruments, which have been measured at fair value.

2.2 Adoption of International Financial Reporting Standards (IFRSs)

2.2.1 New standards, amendments and interpretations to existing standards applied from 1 January 2019:

IFRS 16 (new standard) "Leases". On January 1, 2019, the Group adopted IFRS 16. IFRS 16 supersedes the relevant lease guidance included in IAS 17 leases and sets out the principles for the recognition, measurement, presentation and disclosure of lease agreements, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions.

IFRS 16 introduces a single on-balance sheet accounting model for lessees. A lessee recognizes a Right of Use (RoU) Asset, representing its right to use the underlying asset and a lease obligation representing its obligation to make lease payments. The lease liability is initially measured at the present value of future lease payments, discounted using the rate implicit in the lease or, if this rate cannot be readily determined, the lessee's incremental borrowing rate (IBR). The RoU is initially measured at the amount of the lease liability.

Subsequently, the RoU is amortized over the lease term and the financial liability is measured at amortized cost. The operating lease expense recognized in accordance with IAS 17 is replaced by a depreciation charge of the RoU and an interest expense arising from the unwinding of the discount on the lease liability. The change in the presentation of operating lease expenses will result in improved cash flows from operating activities and a corresponding reduction in cash flows from financing activities.

Lessor accounting remains the same as in the current standard – i.e. lessors continue to classify the leases as finance or operating leases using similar classification criteria as IAS 17.

Leases in which the Group is lessor

There was no significant impact for the Group's finance leases or for the leases in which the Group is a lessor.

Leases in which the Group is a Lessee

The Group applied the modified retrospective approach, where the right is set equal to the amount of the lease liability upon adoption and did not restate the comparative information. The Group has elected to take the recognition exemption for short-term and low-value leases for which lease payments are recognized as operating expenses on a straight-line basis over the term of the lease.

The most significant estimate used to measure the lease liability relates to the interest rate used to discount the lease at the present value as of the date of initial application and is considered from the date of first application and is considered to be a critical accounting estimate.

The Impact of IFRS Adoption 16 in the Interim Financial Statements of the Group and the Company were not material. The adoption of IFRS 16 as of January 1, 2019 increased the Group's assets and liabilities by €207.

The RoU is included in the item "Property and Equipment" (Note 6) and the lease liabilities are included in the items "Other long term liabilities" and "Trade and other payables" (Note 18).

  • IAS 19 (Amendment) Plan Amendment, Curtailment or Settlement. The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur. The amendment has no impact on the Interim Financial Statements of the Group and the Company.
  • IFRS 9 (Amendment) Prepayment Features with Negative Compensation. The amendments allow companies to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met, instead of at fair value through profit or loss. The amendment has no impact on the Interim Financial Statements of the Group and the Company.
  • IAS 28 (Amendment) Long-Term Interests in Associates and Joint Ventures. The amendments clarify that companies account for long-term interests in an associate or joint venture—to which the equity method is not applied—using IFRS 9. The amendment has no impact on the Interim Financial Statements of the Group and the Company.
  • IFRIC 23 Uncertainty over Income Tax Treatments (effective for annual periods on or after 1 January 2019, as issued by the IASB). The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. IFRIC 23 applies to all aspects of income tax accounting where there is such uncertainty, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits and tax rates. The interpretation has no impact on the Interim Financial Statements of the Group and the Company.
  • "Annual Improvements to IFRS Standards 2015–2017 Cycle". The amendments impact the following standards:
  • IFRS 3 "Business Combinations" amended to clarify that a company remeasures its previously held interest in a joint operation when it obtains control of the business.
  • IFRS 11 "Joint Arrangements" amended to clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.
  • IAS 12 "Income Taxes"- clarified to state that a company accounts for all income tax consequences of dividend payments in the same way.

All amounts expressed in € thousand, unless otherwise stated

IAS 23 "Borrowing costs" - clarified to provide that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.

The amendments had no impact on the Interim Financial Statements of the Group and the Company.

2.2.2 New Standards, amendments and interpretations existing standards effective after 2019

  • Definition of a business - Amendment to IFRS 3 (effective for annual periods beginning on or after 1 January 2020, as issued by the IASB). The IASB issued amendments to the definition concept of business in IFRS 3 "Business Combination" to help entities to determine whether an acquired set of activities and assets is a business combination or not. They clarify the minimum requirements for a Business, remove the assessment of whether market participants are capable of replacing any missing elements or processes and continuing to produce outputs, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test. The amendments should apply to transactions made on or after the beginning of the first reporting period of 1 January 2020. Consequently, entities do not have to revisit such transactions that occurred in prior periods. The amendments have not yet been adopted by the EU.
  • Definition of materiality - Amendments to IAS 1 and IAS 8 (effective for the Group as of 1 January 2020). In October 2018, the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, to align the definition of "material" across the standards and to clarify its definitions. The new definition states that 'information is material if, by omitting, misstating or obscuring it, could reasonably be expected to influence decisions that the primary users of general purposes financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity. The amendments clarify that materiality will depend on the nature or magnitude of the information or both. An entity will need to assess whether information individually or in combination with other information is material in the context of the Financial Statements. The amendments have not yet adopted by the EU.
  • Conceptual framework. In March 2018, the IASB issued a revised version of the Conceptual Framework for Financial Reporting ("the Framework"), which will be effective for annual periods beginning on or after 1 January 2020. The Framework sets out the fundamental financial reporting concepts that guide the IASB in developing of IFRSs. The Framework underpins existing IFRS Standards but does not overrides them. Preparers of the financial statements use the Framework as a point of reference for developing accounting policies in the rare instances where a particular business transaction is not covered by existing IFRSs. The IASB and the IFRS Interpretations Committee will begin to use the new Framework immediately in developing new or amending existing IFRSs and interpretations. The Group is currently evaluating the impact of the amended Framework on its accounting policies.

2.2.3 Update of Significant Accounting Policies disclosed in Note 2 of Annual Financial Statement of NBG Pangaea REIC:

2.2.3.1 Property and Equipment

The Group acquired through business combinations property and equipment which include land and buildings relating to hotel and other facilities (Note 6 and 8). In relation to those property and equipment the Group has adopted the revaluation method. The accounting policy disclosed below replaces Note 2.7 of Annual Financial Statements of NBG Pangaea REIC for the year ended 31 December 2018.

« Note 2.7 Property and Equipment»

There are two categories of Property and Equipment:

a) Property and equipment which include land, buildings and equipment held by the Group for use in the supply of services and for administrative purposes.

Property and equipment are initially recorded at cost, which includes all costs that are required to bring an asset into operating condition. Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. Costs incurred subsequent to the acquisition of an asset, which is classified as property and equipment, are capitalized only when it is probable that they will result in future economic benefits to the Group beyond those originally anticipated from the asset, otherwise they are expensed as incurred.

Depreciation of an item of property and equipment begins when it is available for use and ceases only when the asset is derecognised. Therefore, the depreciation of an item of property and equipment that is retired from active use does not cease unless it is fully depreciated. Property and equipment are depreciated on a straight-line basis over their estimated useful lives, which can be reassessed. Estimated useful lives of property and equipment per category is as follows:

Land: No depreciation Buildings: 40 years Leasehold improvements: During the remaining lease term Furniture and other equipment: 3 – 10 years Motor vehicles: up to 10 years Other tangible assets: 5 years

At each reporting date, the Group assesses whether there is an indication that an item of property and equipment may be impaired. If any indication exists, the Group estimates the recoverable amount of the asset and when the carrying amount is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

Gains and losses on disposal of property and equipment are determined by reference to their carrying amount and the amount of the gains/losses is recognized in the income statement.

b) Property and equipment which include land and buildings relating to hotel and other facilities.

Property and equipment are initially recorded at cost, which includes all costs that are required to bring an asset into operating condition. Subsequent to initial recognition, property and equipment is carried at a revalued amount, being its fair value at the date of revaluation less subsequent depreciation and impairment. Under the revaluation model, revaluations are carried out regularly, so that the carrying amount of property and equipment does not differ materially from its fair value at the balance sheet date. If a revaluation results in an increase in value, it is credited to other comprehensive income and accumulated in equity under the heading "revaluation surplus" unless it represents a reversal of a revaluation decrease previously recognised as an expense, in which case it is recognised in income statement. A decrease arising as a result of a revaluation is recognised as an expense to the extent that it exceeds any amount previously credited to the revaluation surplus.

Property and equipment are depreciated on a straight-line basis over their estimated useful lives, which can be reassessed. Estimated useful lives of property and equipment per category is as follows:

Land: No depreciation Hotel and other facilities: 100 years

2.2.3.2 Inventories

The Group acquired through business combinations inventories which relate to residences, land plot for the development of residences for subsequent sale and to consumables (Note 8). Group's accounting policy relating to the inventories is presented below:

Inventories are initially recorded at cost. Subsequent measurement is at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business of the Group, less the estimated costs necessary to make the sale. When the inventories are considered obsolete or slow moving the Group records a provision for impairment. Write-offs and impairment losses are recognized when incurred and are recorded to the income statement. Cost is determined using the weighted average method.

2.2.3.3 Goodwill, Software and other intangible assets

The Group acquired intangible assets through business combinations which have an indefinite useful life and are related to management and service contracts directly related to the use, operation and exploitation of the villas and apartments of Aphrodite Hills Resort (Note 7 and 8). In addition, the Group through business combinations recognized goodwill through the indirect acquisition of The Cyprus Tourism Development Public Company Limited ('CTDC') (Note 7 and 8).

The following accounting policy replaces Note 2.8 of the annual consolidated Financial Statements of NBG Pangaea REIC for the year ended 31 December 2018.

"Note 2.8 Intangible Assets"

Goodwill

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in the income statement. Subsequent to initial recognition, goodwill is measured at carrying amount.

Intangible assets acquired through business combinations

Intangible assets acquired through business combinations that have an indefinite useful life include management contracts and services directly related to the use, operation and exploitation of the villas and apartments located at Aphrodite Hills Resort (Note 7 and 8).

Software

Software acquisition cost includes costs that are directly attributable to specific and identifiable software products owned by the Group and which are expected to generate future benefits for more than one year and which will exceed the related acquisition costs. Costs that improve or extend the operation of software beyond their original specifications are capitalized and added to their initial acquisition value.

Such intangible assets are amortised using the straight-line method over their useful lives, which may not exceed 12 years.

Expenses such as establishment and initial installation costs, personnel training costs, advertising and promotional expenses, and relocation and reorganization costs for a part or for the whole Company are recognized as expenses at the time they are incurred.

Impairment

At each reporting date, the Management of the Company examines the value of intangible assets(intangible assets acquired through business combinations and software) in order to determine whether there is any impairment. If such is the case, the Management of the Company carries out an impairment test to determine whether the book value of those assets can be fully recovered. When the carrying amount of an intangible asset exceeds its recoverable amount, a provision for impairment is performed.

For the purpose of testing of impairment of goodwill, goodwill is allocated to Cash Generating Units ("CGUs"). The allocation is performed to those CGUs, which expect to benefit from the business combination from which the goodwill arise. The Group assesses the carrying value of goodwill on an annual basis or more frequently to determine whether there is a possible impairment of its value. In assessing this, it is estimated whether the carrying value of goodwill remains fully recoverable. The assessment is made by comparing the carrying value of the CGU where the goodwill has been allocated to with its recoverable amount, which is the greater of its fair value less costs to sell and its value in use. Fair value is valued at market value, if available, either determined by an independent valuer or derived from a valuation model. If the recoverable amount is below the carrying amount, an impairment loss is recognized and the goodwill is impaired by the surplus of the carrying value of the CGU over the recoverable amount.

2.3 Critical Accounting Estimates and Judgments

In preparing these Interim Financial Statements, the significant estimates, judgments and assumptions made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were similar to those applied to the consolidated and separate Financial Statements for the year ended December 31, 2018, with the exception of the incremental borrowing rate for the discounting of the lease liabilities upon application of IFRS 16.

NOTE 3: Financial Risk Management

3.1 Financial Risk Management

The Group is exposed to a variety of financial risks such as market risk, credit risk and liquidity risk. The financial risks relate to the following financial instruments: trade and other assets, cash and cash equivalents, trade and other payables and borrowings. The risk management policy, followed by the Group, focuses on minimizing the impact of unexpected market changes.

In the context of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short and long term) by utilizing a mix of funding sources in accordance with its business planning and strategic objectives. The Company assesses its financing needs and available funding sources in the international and domestic financial markets and explores any opportunities to raise additional capital through financing in those markets.

The Interim Financial Statements do not include all information regarding the financial risk management and the relevant disclosures required in the annual Financial Statements and should be read in conjunction with the published consolidated and separate Financial Statements for the year ended December 31, 2018.

3.2 Fair Value Estimation of Financial Assets and Liabilities

The Group measures the fair value of financial instruments based on a framework for measuring fair value that categorises financial instruments based on three-level hierarchy in accordance with the hierarchy of the inputs used to the valuation technique, as described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. More specifically, the fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the asset or liability that are not based on observable market data. More specifically if one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Financial instruments carried at fair value

The table below analyses financial assets and liabilities of the Group carried at fair value, by valuation method, as at September 30, 2019 and December 31, 2018, respectively.

September 30, 2019 Valuation hierarchy
Liabilities Level 1 Level 2 Level 3 Total
Derivative financial instruments - 9 - 9
December 31, 2018 Valuation hierarchy
Liabilities Level 1 Level 2 Level 3 Total
Derivative financial instruments - 148 - 148

The derivative financial instruments presented above relate to interest rate swaps. The fair value of interest rate swaps is calculated, using Bloomberg, as the present value of the estimated future cash flows based on observable yield curves. As a result, the derivative financial instruments are included in Level 2.

There were no transfers between Levels 1 and 2, nor any transfers in and out of Level 3 during the period.

The Group's policy is to recognize transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused that transfer.

Financial instruments not carried at fair value

The tables below analyse financial assets and liabilities of the Group not carried at fair value as at September 30, 2019 and December 31, 2018, respectively:

September 30, 2019 Valuation hierarchy
Liabilities Level 1 Level 2 Level 3 Total
Borrowings - - 856,938 856,938
December 31, 2018 Valuation hierarchy
Liabilities Level 1 Level 2 Level 3 Total
Borrowings - - 560,139 560,139

The liabilities included in the tables above are carried at amortized cost and their carrying value approximates their fair value.

As at September 30, 2019 and December 31, 2018, the carrying value of cash and cash equivalents, trade and other assets as well as trade and other payables approximates their fair value.

NOTE 4: Segment Reporting

The Group has recognized the following business segments, depending on the origin of the revenues per geography (country) and type of properties:

  • Greece Retail,
  • Greece Offices,
  • Greece Hotels
  • Greece Other (include student housing, storage space, archives, petrol stations and parking spaces),
  • Italy Offices,
  • Italy Retail,
  • Italy Other (relates to a land plot and storage space),
  • Cyprus Retail,
  • Cyprus Hotel,

  • Cyprus Other (relates to land plot and residences and land plots for development)

  • Other Countries1 - Retail,
  • Other Countries Offices,

Due to the acquisition of the companies Aphrodite Hills Resort Limited, Aphrodite Springs Public Limited and CTDC that the Group concluded during 2019, the geographical segment "Cyprus" and the operational segment "Hotels" were recognized as separate business segments.

As of September 30, 2019 additional information is disclosed for the segment Retail (High Street Retail & Supermarket and Bank Branches). The equivalent information is also disclosed for the comparative figures as of September 30, 2018 and December 31, 2018.

1 The category "Other Countries" as of September 30, 2019 includes Romania and Bulgaria while as of September 30, 2018 and December 31, 2018 it includes Romania, Bulgaria and Cyprus.

All amounts expressed in € thousand, unless otherwise stated

From 01.01. to 30.09.2019

Country Greece Italy Cyprus Other
Countries
Segment Retail Offices Hotel Other Retail Offices Other Retail Office Hotel Other Retail Offices Total
Revenue 42,755 36,703 1,314 1,404 644 8,984 - 2,362 636 25,851 5,023 77 5,308 131,061
Total segment revenue 42,755 36,703 1,314 1,404 644 8,984 - 2,362 636 25,851 5,023 77 5,308 131,061
Net gain / (loss) from the fair value adjustment
of investment property
19,981 25,225 978 1,560 (393) 8,478 (2,801) 621 1 748 16,870 246 288 71,802
Consumables
used &
net change
in real estate inventories
- - - - - - - - - (2,860) (4,416) - - (7,276)
Repairs and maintenance (6) (40) - (1) (26) (213) (3) (40) (20) (689) (12) - (8) (1,058)
Other direct
property related expenses (incl. property taxes
levies)
(3,568) (4,189) (872) (434) (67) (1,235) (298) (263) (126) (79) (72) (47) (78) (11,328)
Personnel expenses (incl. remuneration to the members of the
Board of Directors and its committees) –
Investment Property
- - - - - - - - - - - - (52) (52)
Personnel expenses
(incl. remuneration to the members of the
Hospitality and
Board of Directors and its committees) –
- - - - - - - - - (7,776) - - - (7,776)
ancillary
services
Depreciation of property, plant and equipment - - - - - - - - - (625) - - - (625)
Net impairment gain / (loss) on financial assets (1,788) (67) (27) (1) (27) (85) 3 (3) (2) 18 (1) - - (1,980)
Net impairment gain / (loss) on
non-
financial assets
- - - - - - - - - (403) (3,740) - - (4,143)
Total segment operating profit / (loss) 57,374 57,632 1,393 2,528 131 15,929 (3,099) 2,677 489 14,185 13,652 276 5,458 168,625
Unallocated operating income 378
Unallocated operating expenses (17,992)
Operating Profit 151,011
Unallocated interest income 12
Unallocated finance costs (19,412)
Allocated finance costs (385) (263) (737) (155) - - - - - (642) (259) - (1,030) (3,471)
Unallocated income 13,547
Profit before tax 141,687
Deferred Taxes - - - - - - - (1,150) (9) (425) (2,760) (1) (167) (3,451)
Unallocated Taxes (10,700)
Profit for the period 127,536

All amounts expressed in € thousand, unless otherwise stated

Greece Italy Cyprus Other Countries
Retail Offices Hotel Other Retail Offices Other Retail Office Hotel Other Retail Offices Total
Segment assets as at September 30, 2019
Segment assets 744,474 651,487 24,720 31,362 14,132 201,611 53,003 96,255 48,554 159,548 97,348 11,589 90,454 2,224,337
Unallocated assets 100,615
Total assets 2,324,952
Segment liabilities as at September 30, 2019
Segment liabilities 44,728 37,427 50,065 16,344 212 2,515 2,941 2,240 1,311 45,334 28,637 66 41,980 273,800
Unallocated liabilities 681,245
Total liabilities 955,045
Non-current assets additions as at September 30, 2019 429 1,871 195 - - - 131 71,442 46,174 22,114 35,784 - 7 178,147

The segment "Retail" as of September 30, 2019 is further analysed below:

Greece
Italy
Cyprus Other Countries
High Street High Street High Street High Street
Segment Retail & Bank Branches Retail & Bank Branches Retail & Retail & Bank Branches Total
Supermarket Supermarket Supermarket Supermarket
Revenue 11,717 31,038 490 154 2,362 - 77 45,838
Total segment revenue 11,717 31,038 490 154 2,362 - 77 45,838
Net gain / (loss) from the fair value adjustment
of investment property 7,204 12,777 (303) (90) 621 270 (24) 20,455
Repairs and maintenance (2) (4) (17) (9) (40) - - (72)
property
related expenses (incl. property taxes-levies)
Other direct
(1,747) (1,821) (54) (13) (263) (41) (6) (3,945)
Net impairment gain / (loss) on financial assets (1,787) (1) (27) - (3) - - (1,818)
Total segment operating profit / (loss) 15,385 41,989 89 42 2,677 229 47 60,458
Segment Assets as of September
30, 2019
Assets 254,219 490,255 10,489 3,643 96,255 10,384 1,205 866,450
Segment liabilities as of September
30, 2019
Liabilities 41,677 3,051 121 91 2,240 6 60 47,246
Non-current assets additions as at September
30, 2019
427 2 - - 71,442 - - 71,871

All amounts expressed in € thousand, unless otherwise stated

From 01.01. to 30.09.2018
Country Greece Italy Other countries
Segment Retail Offices Hotels Other Retail Offices Other Retail Offices Hotels Total
Revenue 41,817 36,485 361 918 674 9,022 - 1,202 427 - 90,906
Total segment revenue 41,817 36,485 361 918 674 9,022 - 1,202 427 - 90,906
Net gain / (loss) from the fair value adjustment
of investment property 3,446 2,959 79 340 296 6,284 13,822 1,674 398 - 29,298
Other direct property related expenses (incl. property taxes-levies) (3,580) (4,040) (115) (440) (57) (1,309) (255) (83) (25) (4) (9,908)
Net impairment gain / (loss) on financial assets 43 (170) - (4) (20 (27) (3) - - - (163)
Total segment operating profit / (loss) 41,726 35,234 325 814 911 13,970 13,564 2,793 800 (4) 110,133
Unallocated operating income 279
Unallocated operating expenses (5,759)
Operating Profit 104,653
Unallocated interest income 38
Unallocated finance costs (15,810)
Allocated finance costs - (506) - - - - - - - - (506)
Profit before tax 88,375
Taxes (8,836)
Profit for the period 79,539
Segment assets as at December 31, 2018
Segment assets 736,578 619,948 12,356 32,357 14,493 192,040 55,693 35,148 92,154 11,206 1,801,973
Unallocated assets 83,892
Total assets 1,885,865
Segment liabilities as at December 31, 2018
Segment liabilities 2,870 8,391 3,760 2,835 186 2,365 2,523 17 39,032 - 61,979
Unallocated liabilities 537,204
Total liabilities 599,183
Non-current assets additions as at December 31, 2018 21,301 5,592 7,252 13,069 - - 60 9,528 84,600 11,200 152,602

The segment "Retail" is further analysed as of 30 September 2019 and December 31, 2018 as below:

Greece Italy Other Countries
Segment High Street Retail &
Supermarket
Bank
Branches
High Street Retail &
Supermarket
Bank
Branches
High Street Retail &
Supermarket
Bank
Branches
Total
Revenue 11,047 30,770 521 153 1,097 105 43,693
Total segment revenue 11,047 30,770 521 153 1,097 105 43,693
Net gain / (loss) from the fair value adjustment of
investment property
Other direct property related expenses (incl. property taxes
13,907 (10,461) 226 70 1,558 116 5,416
levies) (1,476) (2,104) (43) (14) (76) (7) (3,720)
Net impairment gain / (loss) on financial assets 43 - (2) - - - 41
Total segment operating profit / (loss) 23,521 18,205 702 209 2,579 214 45,430
Segment Assets as of 31 December 2018
Assets
253,612 482,966 10,761 3,732 33,921 1,227 786,219
Segment Liabilities as of 31 December 2018
Liabilities
1,168 1,702 99 87 7 10 3,073
Non-current assets additions as at 31 December 2018 21,301 - - - 9,528 - 30,829

In relation to the above segment analysis we state that:

  • (a) There are no transactions between business segments.
  • (b) Segment assets include investment properties, inventories, property and equipment, other intangible assets (customer contracts) and trade & other assets.
  • (c) Unallocated assets include property and equipment, goodwill, software, equity method investments, investment in joint ventures, cash and cash equivalents, other long-term and current assets.
  • (d) Unallocated liabilities as of September 30, 2019 and December 31, 2018 mainly include borrowings amounted to €656,603 and €521,504 respectively.

Concentration of customers

NBG, lessee of the Group, represent more than 10% of Group's rental income. Rental income from NBG for the nine-month period ended September 30, 2019 amounted to €50,224, i.e. 49.8% (nine-month period ended September 30, 2018: €50,135 i.e. 55.2%).

NOTE 5: Investment Property

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Balance at the beginning of the period 1,779,481 1,580,698 1,359,579 1,309,775
Additions:
- Direct acquisition of investment property - 42,784 - 28,840
- Acquisitions
through
business
combinations
(Note 8)
166,721 84,600 - -
- Acquisitions of subsidiaries other than through
business combinations (Note 8)
8,108 24,257 - -
- Subsequent capital expenditure on investment
property
3,318 961 2,239 901
- Transfer from property and equipment - 13 - 13
- Transfer to property and equipment - (158) - -
Net gain from the fair value adjustment
of investment property
71,802 46,326 46,219 20,050
Balance at the end of the period 2,029,430 1,779,481 1,408,037 1,359,579

On June 25, 2019 the Company proceeded with the acquisition of 100% of the management shares and 88.2% of the investment shares of CYREIT Variable Investment Company PLC ("CYREIT") based in Cyprus (Note 8). CYREIT, which has been incorporated as an Alternative Investment Fund (AIF), owns, through its subsidiaries, 21 commercial properties (e.g., offices, retail, big boxes, hotel) with a total gross surface area of more than 120 thousand sq.m., in Cyprus (Nicosia, Limassol, Larnaca and Paphos). CYREIT is supervised by the Cyprus Securities and Exchange Commission and its investment shares are listed on the Cyprus Stock Exchange (in the Market of Non-Trading Investment Plans). The acquisition value of the properties amounted to €147,635 and the fair value at the date of the acquisition amounted to €163,021, according to the valuation performed by the independent statutory valuers.

On May 14 and 15, 2019, the Company proceeded with the signing of preliminary agreements for the acquisition of a property located in Athens. Within the context of the pre-agreements the Company paid an amount of €1,170 as a prepayment. On November 14, 2019 the Company concluded on the acquisition of the property (Note 31).

On May 13, 2019, the Company proceeded with the signing of a preliminary agreement for the acquisition of 100% of a company's shares, owner of a land plot, on which a building that is used as warehouses with modern specifications has been developed. On November 15, 2019 the Company proceeded with the acquisition of the company's shares (Note 31).

On March 28, 2019, the Company proceeded with the acquisition of a majority stake (60%) of the company Aphrodite Springs Public Limited in Paphos, Cyprus. Aphrodite Springs spreads over 150 hectares of land, adjacent to Aphrodite Hills Resort, and is licensed to develop a golf course and 125 thousand sq.m. of residential properties and properties of supplementary uses. The acquisition value of the land plot amounted to €8,108 and the fair value at the date of the acquisition amounted to €25,500. At the same date, the Company proceeded with the acquisition of a majority stake (60%) of the company Aphrodite Hills Resort Limited in Paphos, Cyprus (Note 8). The fair value of the investment property at the date of the acquisition, not including the hotel and the other relating to the hotel facilities (Note 6), amounted to €3,700.

On March 28, 2019 the Company agreed with Bank of Cyprus Public Company Limited the acquisition of two adjacent commercial properties in Athens (one of which has a total area of 6.9 thousands sq.m. and is located on Syggrou Avenue and Lagoumtzi Avenue and the other has total area of 2 thousands sq.m. and is located on Evridamantos and Lagoumtzi Street) for a total consideration of €10,000. On September 10, 2019 the properties were acquired by Panterra S.A., in which the Company owns 49% (Note 10).

The Group's borrowings which are secured on investment property are stated in Note 17.

The Group's investment property is measured at fair value. The table below presents the Group's investment property per business segment and geographical area for September 30, 2019. The Group's policy is to recognize transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. During the period, there were no transfers into and out of Level 3.

All amounts expressed in € thousand, unless otherwise stated

Greece Italy Romania Cyprus Bulgaria 30.09.2019
Segment Retail Offices Hotels Other1 Retail Offices Other2,3 Retail Offices Retail Offices Hotels Other4 Retail Offices Total
Level 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3
Fair value at the
beginning of the 725,300 615,941 14,013 26,689 14,321 189,344 55,590 1,226 5,344 23,688 2,115 11,200 - 10,110 84,600 1,779,481
period
Additions:
Acquisitions through
business - - - - - - - - - 71,391 46,174 22,002 27,154 - - 166,721
combinations
Acquisitions
other
than through
business - - - - - - - - - - - - 8,108 - - 8,108
combinations
Subsequent capital
expenditure on 429 1,871 195 - - - 131 - - 51 - 112 522 - 7 3,318
investment property
Transfers among (10,722) 2,247 8,475 - - - - - - - - - - - - -
segments
Net gain / (loss) from
the fair value 19,981 25,225 978 1,560 (393) 8,478 (2,801) (24) 80 621 1 748 16,870 270 208 71,802
adjustment of
investment property
Fair value at the end
of the period
734,988 645,284 23,661 28,249 13,928 197,822 52,920 1,202 5,424 95,751 48,290 34,062 52,654 10,380 84,815 2,029,430

1 The segment "Other" in Greece includes student housing, commercial warehouses, storage spaces, archives, petrol stations and parking spaces.

2 The segment "Other" in Italy relates to land plot and storage space.

3 It is noted that regarding the fair value of land plot in Italy, under the existing agreement, the Company is entitled to receive compensation from the previous owner in case of loss from the sale of land and provided certain conditions are met.

4 The segment "Other" in Cyprus relates to land plot, storage spaces and other properties with special use.

All amounts expressed in € thousand, unless otherwise stated

The segment "Retail" is further analysed as below:

Country Greece Italy Romania
Cyprus
Bulgaria
Segment High Street Retail
& Supermarket
Bank
Branches
High Street Retail
& Supermarket
Bank
Branches
Bank
Branches
High Street Retail
& Supermarket
High Street Retail
& Supermarket
Total
Level 3 3 3 3 3 3 3
Fair value at the beginning of
the period
242,403 482,897 10,651 3,670 1,226 23,688 10,110 774,645
Additions:
Acquisitions through business
combinations
- - - - - 71.391 - 71,391
Subsequent capital expenditure
on investment property
427 2 - - - - - 429
Transfers among segments
Net gain / (loss) from the fair
(5,194) (5,528) - - - - - (10,722)
value adjustment of investment
property
7,204 12,777 (303) (90) (24) 621 270 20,455
Fair value at the end of the
period
244,840 490,148 10,348 3,580 1,202 95,751 10,380 856,249

All amounts expressed in € thousand, unless otherwise stated

Information about fair value measurements of investment property per business segment and geographical area as of September 30, 2019:

Country
Segment
Monthly market Capitalization
Fair Value Valuation Method rent Discount rate (%) rate (%)
Greece Highstreet Retail & Supermarkets 244,840 15%-20% market approach
and
1,429 7.06% -
10.54%
6.00% -
9.50%
80%-85% discounted cash flows
(DCF)
Greece Bank Branches 490,148 15%-20% market approach and 80%-85% DCF 2,232 7.32% -
10.06%
6.00% -
8.75%
Greece Offices 645,284 15%-20% market approach and 80%-85% DCF 3,572 8.14% -
11.10%
6.75% -
9.25%
Greece Hotels 23,661 0%-15%-20% market approach and 80%-85%-100% DCF - 8.70% -
10.30%
7.50% -
8.50%
Greece Other1 28,249 0%-15%-20% market approach and 80%-85%-100% DCF 165 9.70% -
10.37%
8.50% -
9.25%
Italy Highstreet Retail & Supermarkets 10,348 0% market approach and 100% DCF 260 6.00% -
7.10%
4.65% -
5.40%
Italy Bank Branches 3,580 0% market approach and 100% DCF 16 6.57% 4.85%
Italy Offices 197,822 0% market approach and 100% DCF 4,300 5.50% -
7.20%
4.65% -
6.00%
Italy Other2 52,500 0% market approach and 100% residual method - - -
Italy Other3 420 0% market approach and 100% DCF 3 6.75% 5.70%
Romania Bank Branches 1,202 15%
market approach and 85% DCF
11 9.23% -
10.98%
7.75% -
9.50%
Romania Offices 5,424 15% market approach and 85% DCF 31 9.23% 7.75%
Cyprus Highstreet Retail & Supermarkets 95,751 0%-15%-20% market approach and 80%-85%-100% DCF 459 6.95% -
9.40%
5.00% -
8.00%
Cyprus Offices 48,290 15%-20% market approach and 80%-85% DCF 251 6.90% -
7.99%
5.00% -
6.00%
Cyprus Hotels 34,062 0% market approach and 100% DCF - 10.00% -
10.02%
8.50%
Cyprus Other4 52,654 0%-20% market approach and 80%-100% DCF 129 6.90% -
12.70%
5.00% -
9.00%
Bulgaria Highstreet Retail & Supermarkets 10,380 0% market approach and 100% DCF 178 11.04% 8.75%
Bulgaria Offices 84,815 20% market approach and 80% DCF 546 9.39% 7.76%

1 The segment "Other" in Greece includes student housing, storage spaces, archives, petrol stations and parking spaces.

2 The segment "Other" in Italy relates to land plot.

3 The segment "Other" in Italy relates to storage space.

4 The segment "Other" in Cyprus relates to land plot, storage spaces and other properties with special use.

Information about fair value measurement of investment property as of December 31, 2018 per business segment and geographical area:

Country Segment
Fair Value
Valuation Method
Monthly Discount rate (%) Capitalization
market rent rate (%)
Greece Highstreet Retail & Supermarkets 242,403 15%-20% market approach
and
80%-85% discounted cash flows
(DCF)
1,395 7.25% -
10.49%
6.25% -
9.25%
Greece Bank Branches 482,897 15%-20% market approach
and 80%-85% DCF
2,273 7.19% -
10.39%
6.00% -
9.00%
Greece Offices 615,941 15%-20% market approach
and 80%-85%
discounted cash flows
(DCF)
3,302 8.17% -
10.73%
7.00% -
9.50%
Greece Hotels 14,013 0%-20% market approach
and 80%-100%
discounted cash flows
(DCF)
35 9.41% -
11.21%
7.75% -
9.00%
Greece Other1 26,689 0%-15%-20% market approach
and 80%-85%-100% DCF
166 10.64% -12.20% 8.50% -
11.75%
Italy Highstreet Retail & Supermarkets 10,651 0% market approach
and 100% DCF
58 5.43% -
6.90%
5.10% -
6.35%
Italy Bank Branches 3,670 0% market approach
and 100% DCF
19 6.14% 5.00%
Italy Offices 189,344 0% market approach
and 100% DCF
1,027 5.85% -
8.19%
5.10% -
6.90%
Italy Other2 55,100 0% market approach
and 100% residual method
- - -
Italy Other3 490 0% market approach
and 100% direct capitalization
2 - 4.50%
Romania Highstreet Retail & Supermarkets 1,226 20% market approach
and
80% DCF
10 9.55% -
10.80%
7.75% -
9.00%
Romania Offices 5,344 20% market approach
and 80% DCF
35 9.55% 7.75%
Cyprus Highstreet Retail & Supermarkets 23,688 20% market approach
and 80% DCF
88 7.60% 6.25%
Cyprus Offices 2,115 20% market approach
and
80% DCF
8 7.60% 6.25%
Cyprus Hotels 11,200 20% market approach
and
80% DCF
79 9.97% 7.50%
Bulgaria Highstreet Retail & Supermarkets 10,110 0% depreciated replacement cost
method and 100% DCF
131 10.26% 8.10%
Bulgaria Offices 84,600 20% market approach
and 80% DCF
549 9.31% 7.50%

1 The segment "Other" in Greece includes city hotels, storage space, archives, petrol stations and parking spaces.

2 The segment "Other" in Italy relates to land plot.

3 The segment "Other" in Italy relates to storage space.

In accordance with the Greek REIC legislation, as in force, property valuations are supported by appraisals performed by independent professionally qualified valuers who prepare their reports twice a year as at June 30 and December 31. The investment property valuation for the consideration of the fair value is performed taking into consideration the high and best use of each property given the legal status, technical characteristics and the allowed uses for each property. In accordance with existing Greek REIC legislation JMD 26294/B1425/19.7.2000, valuations are based on at least two methods. As at March 31 and September 30 each year, the Management estimates, based on the market conditions and any real events in relation to the properties portfolio, if there is a change in these values. If there is a significant change it is taken into consideration for the determination of the fair value of investment property. Management considers that there were no events or circumstances that could cause a significant diversification in the fair value of investment property portfolio as of September 30, 2019 from the fair value as of June 30, 2019.

The last valuation of the Group's properties was performed at June 30, 2019 by independent valuers, as stipulated by the relevant provisions of L.2778/1999, as in force. For the Group's portfolio the market approach and the discounted cash flow (DCF) method were used, for the majority of the valuations. For the valuation of the Group's properties, except for one property, the discounted cash flow (DCF) method was assessed by the independent valuers to be the most appropriate.

For the valuation of Group's properties in Greece, Cyprus and Romania, the method of discounted cash flow (DCF) was used in all properties and in the most properties the market approach. For the weighing of the two methods (DCF and market approach), the rates 80%, 85% or 100% for the DCF method and 20%, 15% or 0%, respectively, for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, such as the properties of our portfolio, transact in the market.

For the property in Bulgaria, which constitutes Retail, two methods were used, the method of discounted cash flow (DCF) and the market approach. For the weighing of the two methods the rates 100% for the DCF method and 0% for the depreciated replacement cost method have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, as the appraised one, transact in the market, while the property is under development thus the other methods are considered as less appropriate.

For the property in Bulgaria, which constitutes Offices, two methods were used, the discounted cash flow (DCF) method and the market approach. For the weighing of the two methods (DCF and market approach), the rates 100% for the DCF method and 0% for the market approach, respectively have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, as the appraised one, transact in the market.

For properties in Italy, which constitute commercial properties (offices and retail) and storage spaces, the independent valuers used two methods, the discounted cash flow (DCF) method and the market approach, as shown in the table above. For the weighing of the two methods the rates 100% for the DCF method and 0% for the market approach have been applied. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, as the appraised ones, transact in the market and represents the common appraisal practice, while the value derived by using the market approaches is very close to the one derived by using the DCF method.

Specifically for the property in Torvaianica area, in the municipality of Pomezia, Rome, which is a land plot with development potential, two methods were used, the residual method and the market approach according to the the data depicted in the above table. For the weighing of the two methods the rates 100% for the residual method and 0% for the market approach have been applied. The increased weighting for the residual method is due to the fact that the valuers take into consideration the current development plan, which is difficult to be considered by using another method, and and that the value derived by using the market approach is very close to the one derived by using the residual method.

NOTE 6: Property and Equipment

Group Land and buildings
(Administrative Use)
Land and buildings
(Hotel & Other
Facilities)
Motor
vehicles
Fixtures and
equipment
Leasehold
improvements
Assets under
construction
& Advances
Right-of
use Asset
Total
Cost
or Fair value
Balance at January 1, 2018 2,153 - 2 20 - 47 - 2,222
Additions - - - 2 - - - 2
Transfer to investment property - - - - - (13) - (13)
Other transfers 282 - 7 291 - (33) - 547
Balance at December 31, 2018 2,435 - 9 313 - 1 - 2,758
Accumulated depreciation
Balance at January 1, 2018 (149) - (2) (13) - - - (164)
Depreciation charge (21) - - (3) - - - (24)
Other transfers (123) - (7) (291) - - - (421)
Balance at December 31, 2018 (293) - (9) (307) - - - (609)
Net book value at December 31, 2018 2,142 - - 6 - 1 - 2,149
Cost
or Fair value
Balance at January 1, 2019 2,435 - 9 313 - 1 - 2,758
Impact of IFRS 16 - - - - - - 207 207
Balance at January 1, 2019 adjusted for
impact of IFRS 16 2,435 - 9 313 - 1 207 2,965
Additions - 802 - 362 66 - 94 1,324
Additions
through
acquisition
of
subsidiary (Note 8) - 111,719 - 7,093 - - 513 119,325
Other - 98 - - - - (4) 94
Balance at September 30, 2019 2,435 112,619 9 7,768 66 1 810 123,708
Accumulated depreciation
Balance at January 1, 2019 (293) - (9) (307) - - - (609)
Depreciation charge (16) (318) - (322) (1) - (170) (827)
Impairment - (402) - - - - - (402)
Balance at September 30, 2019 (309) (720) (9) (629) (1) - (170) (1,838)
Net book value at September 30, 2019 2,126 111,899 - 7,139 65 1 640 121,870

The category "Land and buildings - Hotel & Other Facilities" of the Group comprises the properties of the company Aphrodite Hills Resort Limited in which the Company acquired a majority stake (60%) on March 28, 2019 (Note 8) and the properties of the company "The Cyprus Tourism Development Public Company Limited" which the Company acquired through its subsidiary, Vibrana Holdings Ltd., on April 18, 2019 (Note 8). Aphrodite Hills Resort has the only certified PGA National Cyprus golf course in Paphos, as well as hotel facilities and other properties related to the use, operation and exploitation of the resort. CTDC is the owner of the 5* hotel "The Landmark Nicosia" in Nicosia, Cyprus.

Information about fair value measurement of the category "Land and buildings - Hotel & Other Facilities" as of September 30, 2019 per business segment and geographical area:

Country Segment Fair Value Valuation
Method
Discount rate
(%)
Capitalization rate
(%)
Cyprus Hotel 111,899 100% DCF 10.25% - 13.70% 7.50% - 9.00%
Company Land and
buildings
(Administrative
use)
Motor
vehicles
Fixtures and
equipment
Assets under
construction &
Advances
Right-of
use Asset
Total
Cost
At January 1, 2018 2,435 9 310 46 - 2,800
Additions - - 1 -
-
1
Transfer to investment property - - - (13) - (13)
Other transfers - - - (33) - (33)
At December 31, 2018 2,435 9 311 -
-
2,755
Accumulated depreciation
At January 1, 2018 (272) (9) (303) -
-
(584)
Depreciation charge (21) - (3) -
-
(24)
At December 31, 2018 (293) (9) (306) -
-
(608)
Net book value December 31, 2018 2,142 - 5 -
-
2,147
Cost
Balance at January 1, 2019 2,435 9 311 -
-
2,755
Impact of IFRS 16 - - - -
95
95
Balance at January 1, 2019 adjusted for
impact of IFRS 16
2,435 9 311 -
95
2.850
Additions - - 37 -
94
131
Balance at September 30, 2019 2,435 9 348 -
189
2,981
Accumulated depreciation
Balance at January 1, 2019 (293) (9) (306) -
-
(608)
Depreciation charge (16) - (18) -
(46)
(80)
Balance at September 30, 2019 (309) (9) (324) -
(46)
(688)
Net book value at September 30, 2019 2,126 - 24 -
143
2,293

The category "Land and buildings – Administrative Use" of the Group and the Company comprise the owner-occupied property of the Company located at 6, Karageorgi Servias Street, Athens, used for administration purposes.

During the nine-month period ended September 30, 2019 an impairment loss of Group's and Company's property and equipment was recognised amounted to €402 and Nil for the Group and the Company respectively. (December 31, 2018: Nil for Group and Company). Impairment loss is included in the item "Net impairment loss on non-financial assets" in the Income Statement for the period ended as of September 30, 2019.

The borrowings of Group and Company are secured on land and buildings of the Company and the Group (Note 16).

NOTE 7: Goodwill, Software and other Intangible Assets

Other
Group Software (Customer
Contracts)
Goodwill Total
Cost
Balance at January 1, 2018 428 - - 428
Balance at December 31, 2018 428 - - 428
Accumulated amortisation
Balance at January 1, 2018 (298) - - (298)
Amortisation charge (29) - - (29)
Balance at December 31, 2018 (327) - - (327)
Net book value at December 31, 2018 101 - - 101
Cost
Balance at January 1, 2019 428 - - 428
Acquisition of subsidiary (Note 8) 33 13,200 1,741 14,974
Additions 116 - - 116
Balance at September 30, 2019 577 13,200 1,741 15,518
Accumulated amortisation
Balance at January 1, 2019 (327) - - (327)
Amortisation charge (36) - - (36)
Balance at September 30, 2019 (363) - - (363)
Net book value at September 30, 2019 214 13,200 1,741 15,155

Other intangible assets of €13,200 as of September 30, 2019 relate to management and service contracts directly related and relevant with the use, operation and exploitation of the holiday villas and apartments which are located in Aphrodite Hills Resort.

On April 18, 2019 the Group, through the indirect acquisition of the company "The Cyprus Tourism Development Public Company Limited" ("CTDC"), recognized a goodwill amounting to €1,741 (Note 8).

NOTE 8: Acquisition of Subsidiaries (business combinations and asset acquisitions)

a) Business combinations

The Company proceeded with the following acquisitions during the nine-month period ended September 30, 2019 as part of its investment policy:

On June 25, 2019 the Company concluded the acquisition of 100% of the management shares and 88.2% of the investment shares of CYREIT Variable Investment Company PLC ("CYREIT") based in Cyprus. CYREIT, which has been incorporated as an Alternative Investment Fund (AIF), owns, through its subsidiaries, 21 commercial properties (e.g., offices, retail, big boxes, hotel) with a total gross surface area of more than 120 thousand sq.m., in Cyprus (Nicosia, Limassol, Larnaca and Paphos). CYREIT is supervised by the Cyprus Securities and Exchange Commission and its investment shares are listed on the Cyprus Stock Exchange (in the Market of Non-Trading Investment Plans).

The acquisition was accounted for as a business combination. Therefore all transferred assets and liabilities of CYREIT were valued at fair value. Until the date of the approval of the Interim Financial Statements the fair values of assets and liabilities as of the date of acquisition are not final.

The following table summarizes the provisional fair values of assets and liabilities of CYREIT as of the date of acquisition, which is June 25, 2019:

25.06.2019
ASSETS
Investment property 163,021
Cash and cash equivalents 10,582
Other assets 2,273
Total assets 175,876
LIABILITIES
Deferred tax (Note 19) (3,077)
Other liabilities (1,269)
Total liabilities (4,346)
Fair value of acquired interest in net assets 171,530
Fair value of acquired interest in net assets attributable to non-controlling
interests (20,240)
Negative Goodwill (10,853)
Total purchase consideration 140,437

Source: Unaudited financial information

The consideration for the acquisition of CYREIT amounted to €140,437, out of which amount of €2,836 will be paid out gradually subject to conditions that have been agreed to between the parties. The consideration was lower than the fair value of the net assets acquired and the gain (negative goodwill) amounted to €10,853 was recognized directly in the Income Statement for six-month period ended 30 September 2019 in "Negative goodwill from acquisition of subsidiaries". The expenses for the acquisition of CYREIT up to September 30, 2019 amounted to €383, out of which an amount of €57 was recognized in "Directly property related expenses" in the Income Statement for the nine-month period ended September 30, 2019 and an amount of €326 had been recognized in "Directly property related expenses" in the Income Statement for the year ended December 31, 2018.

On April 18, 2019 the company Vibrana Holdings Ltd., in which the Company owns 90% of its share capital (Note 9), concluded on the acquisition of 97.93% of the shares of the Cypriot company "The Cyprus Tourism Development Public Company Limited" ("CTDC"). The consideration for the acquisition of 97.93% of CTDC shares from Vibrana amounted to €55,524, through the public offer submitted on February 26, 2019 for the acquisition of at least 90% and up to 100% of the shares of CTDC. The consideration that corresponds to the indirect percentage of the Company (90% of the 97.93%) amounted to €49,972. CTDC is the owner of the 5* hotel "The Landmark Nicosia" in Nicosia, Cyprus. On August 13, 2019 Vibrana Holdings Ltd. exercised its rights to acquire the 100% of the shares of CTDC for an additional consideration of €1.176), therefore as of September 30, 2019 Vibrana Holdings Ltd. owns 100% of the shares of CTDC.

The acquisition was accounted for as a business combination. Therefore all transferred assets and liabilities of CTDC were valued at fair value. Until the date of the approval of the Interim Financial Statements the fair values of assets and liabilities as of the date of acquisition are not final.

The following table summarizes the provisional fair values of assets and liabilities of CTDC as of the date of acquisition, which is April 18, 2019:

18.04.2019
ASSETS
Property and Equipment (Note 6) 63,600
Intangible Assets (Note 7) 33
Inventories 176
Cash and cash equivalents 1,780
Other assets 475
Total assets 66,064
LIABILITIES
Borrowings (1,476)
Deferred tax (Note 18) (7,841)
Other liabilities (2,022)
Total liabilities (11,339)
Fair value of acquired interest in net assets 54,725
Fair value of acquired interest in net assets attributable to non-controlling
interests (6,494)
Goodwill (Note 7) 1,741
Total purchase consideration 49,972

Source: Unaudited financial information

The consideration for the acquisition of CTDC was set at €49,972. The consideration was higher than the fair value of the net assets acquired by €1,741 (goodwill). The expenses for the acquisition of CTDC up to September 30, 2019 amounted to €381, out of which an amount of €331 was recognized in "Directly property related expenses" in the Income Statement for the nine-month period ended September 30, 2019 and an amount of €50 had been recognized in "Directly property related expenses" in the Income Statement for the year ended December 31, 2018.

On March 28, 2019, the Company proceeded with the acquisition of a majority stake (60% of the share capital) of the company Aphrodite Hills Resort Limited in Paphos, Cyprus (Note 5 and 6). The aforementioned acquisition was accounted for as a business combination. Therefore all transferred assets and liabilities of Aphrodite Hills Resort Limited were valued at fair value. Until the date of the approval of the Interim Financial Statements the fair values of assets and liabilities as of the date of acquisition are not final.

The following table summarizes the provisional fair values of assets and liabilities of Aphrodite Hills Resort Limited as of the date of acquisition, which is March 28, 2019:

28.03.2019
ASSETS
Investment property (Note 5) 3,700
Property and equipment (Note 6) 55,725
Intangible assets (Note 7) 13,200
Equity method investments 340
Inventories 37,066
Cash and cash equivalents 3,408
Other assets 8,391
Total assets 121,830
LIABILITIES
Borrowings (70,311)
Deferred tax (Note 19) (7,035)
Other liabilities (19,504)
Total liabilities (96,850)
Fair value of acquired interest in net assets 24,980
Fair value of acquired interest in net assets attributable to non-controlling
interests (9,992)
Negative Goodwill (2,697)
Total purchase consideration 12,291

Source: Unaudited financial information

Inventories include residences and land plot for the development of residences for their subsequent sale. The Company and its partners aim to continue to expand the resort as there is a significant residual building factor for the development of additional housing.

The consideration for the acquisition of Aphrodite Hills Resort Limited amounted to €12,291 (out of which an amount of €1,800 is payable by December 31, 2019), while the Company also paid to Aphrodite Hills Resort Limited an amount of €17,080 for repayment (in proportion to its participation) of the company's existing financing obligations. The amount of €17,080 is included in the Statement of Financial Position of the Company as of September 30, 2019 in the item "Other long-term assets". The consideration was lower than the fair value of the net assets acquired and the gain (negative goodwill) amounted to €2,697 was recognized directly in the Income Statement for the period ended September 30, 2019 in "Negative goodwill from acquisition of subsidiaries". The expenses for the acquisition of Aphrodite Hills Resort Limited up to September 30, 2019 amounted to €348, out of which an amount of €345 was recognized in "Directly property related expenses" in the Income Statement for the nine-month period ended September 30, 2019 and an amount of €3 had been recognized in "Directly property related expenses" in the Income Statement for the year ended December 31, 2018.

The acquired subsidiaries contributed, from the day of their acquisition up to September 30, 2019, revenue of €32,692 and profit for the period of €42. If the above acquisition had occurred on January 1, 2019, with all other variables held constant, Group's revenue for the nine-month period ended September 30, 2019 would have been €145,702 and Group's profit for the nine-month period ended September 30, 2019 would have been €131,026.

b) Asset Acquisitions

On March 28, 2019, the Company proceeded with the acquisition of 60% of the share capital of the company Aphrodite Springs Public Limited in Paphos, Cyprus (Note 5). The consideration for the acquisition of Aphrodite Springs Public Limited amounted to €2,400. The acquisition was accounted for as an assets acquisition.

The assets and liabilities recognized in the Statement of Financial Position on the date of the acquisition were:

28.03.2019
ASSETS
Investment property (Note 5) 8,108
Cash and cash equivalents 83
Other assets 182
Total assets 8,373

LIABILITIES Other liabilities (4,373) Total liabilities (4,373) Fair value of acquired interest in net assets 4,000 Fair value of acquired interest in net assets attributable to non-controlling interests (1,600) Total purchase consideration 2,400

Source: Unaudited financial information

NOTE 9: Investment in Subsidiaries

Group Company
Subsidiaries Country of
incorporation
Unaudited
tax years
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Nash S.r.L. Italy 2013 – 2018 100.00% 100.00% 100.00% 100.00%
Picasso Fund Italy 2013 – 2018 100.00% 100.00% 100.00% 100.00%
Egnatia Properties S.A. Romania 2013 – 2018 99.96% 99.96% 99.96% 99.96%
Quadratix Ltd. Cyprus 2016 – 2018 100.00% 100.00% 100.00% 100.00%
Karolou Touristiki S.A. Greece 2013 – 2018 100.00% 100.00% 100.00% 100.00%
PNG Properties EAD Bulgaria 2017 - 2018 100.00% 100.00% 100.00% 100.00%
Pangaea UK Finco Plc United
Kingdom
- 100.00% 100.00% - 100.00%
Lasmane Properties Ltd. Cyprus 2016 - 2018 100.00% 100.00% 100.00% 100.00%
Anaptixi Fragokklisia Real Estate S.A. Greece 2018 100.00% 100.00% 100.00% 100.00%
Irina Ktimatiki S.A. Greece 2017-2018 100.00% 100.00% 100.00% 100.00%
I&B Real Estate EAD Bulgaria 2016 - 2018 100.00% 100.00% 100.00% 100.00%
Aphrodite Hills Resort Limited Cyprus 2016-2018 60.00% - 60.00% -
Aphrodite Hotels Limited Κύπρος 2016-2018 60.00% - - -
Aphrodite Hills Property Management
Limited
Κύπρος 2016-2018 60.00% - - -
The Aphrodite Tennis and Spa
Limited
Κύπρος 2016-2018 60.00% - - -
Aphrodite Hills Services Limited Κύπρος 2016-2018 60.00% - - -
Aphrodite Springs Public Limited Cyprus 2016-2018 60.00% - 60.00% -
Vibrana Holdings Ltd. Cyprus 2018 90.00% - 90.00% -
The Cyprus Tourism Development
Public Company Limited
Cyprus 2013 - 2018 90.00% - - -
CYREIT Variable Investment Company
Plc
Cyprus 2018 88.20% - 88.20% -
Letimo Properties Ltd. Cyprus 2017-2018 88.20% - - -
Elizano Properties Ltd. Cyprus 2016-2018 88.20% - - -
Artozaco Properties Ltd. Cyprus 2016-2018 88.20% - - -
Consoly Properties Ltd. Cyprus 2016-2018 88.20% - - -
Smooland Properties Ltd. Cyprus 2013-2018 88.20% - - -
Threefield Properties Ltd. Cyprus 2013-2018 88.20% - - -
Bascot Properties Ltd. Cyprus 2016-2018 88.20% - - -
Nuca Properties Ltd. Cyprus 2017-2018 88.20% - - -
Vanemar Properties Ltd. Cyprus 2016-2018 88.20% - - -
Alomnia Properties Ltd. Cyprus 2016-2018 88.20% - - -
Kuvena Properties Ltd. Cyprus 2017-2018 88.20% - - -
Azemo Properties Ltd. Cyprus 2017-2018 88.20% - - -
Ravenica Properties Ltd. Cyprus 2017-2018 88.20% - - -
Wiceco Properties Ltd. Cyprus 2017-2018 88.20% - - -
Lancast Properties Ltd. Cyprus 2016-2018 88.20% - - -
Rouena Properties Ltd. Cyprus 2017-2018 88.20% - - -
Allodica Properties Ltd. Cyprus 2016-2018 88.20% - - -
Vameron Properties Ltd. Cyprus 2014-2018 88.20% - - -
Orleania Properties Ltd. Cyprus 2017-2018 88.20% - - -
Primaco Properties Ltd. Cyprus 2016-2018 88.20% - - -
Arleta Properties Ltd. Cyprus 2017-2018 88.20% - - -

The subsidiaries are consolidated with the full consolidation method.

The financial years 2013 – 2014 of Karolou Touristiki S.A. have not been audited for tax purposes from the Greek tax authorities and consequently the tax obligations for these years are not considered as final. The years 2015 up to 2018 have been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificates were issued with no qualification. According to POL. 1006/05.01.2016, the companies for which a tax audit certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore the tax authorities may come back and conduct their own tax audit. However, the Management estimates that the results of future tax audits may conducted by the tax authorities, will not have a material effect on the financial position of the Company.

The financial year 2018 for the companies Irina Ktimatiki S.A. and Anaptixi Fragokklisia Real Estate S.A. has been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificates were issued with no qualification. According to POL. 1006/05.01.2016, the companies for which a tax audit certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore the tax authorities may come back and conduct their own tax audit. However, the Management estimates that the results of future tax audits may conducted by the tax authorities, will not have a material effect on the financial position of the Company.

Cost of Investment 30.09.2019 31.12.2018
Nash S.r.L. 69,428 69,428
Picasso Fund 80,752 80,752
Egnatia Properties S.A. 20 20
Quadratix Ltd. 10,802 10,802
Karolou Touristiki S.A. 4,007 4,007
PNG Properties EAD 26 26
Pangaea UK Finco Plc - 57
Lasmane Properties Ltd. 11,410 11,410
Anaptixi Fragokklisia Real Estate S.A. 6,000 6,000
Irina Ktimatiki S.A. 11,174 3,574
I & B Real Estate EAD 40,152 40,152
Aphrodite Hills Resort Limited 12,291 -
Aphrodite Springs Public Limited 2,400 -
Vibrana Holdings Ltd. 51,615 -
CYREIT Variable Investment Company Plc 140,437 -
Total 440,514 226,228

On June 25, 2019 the Company concluded with the acquisition of 100% of the management shares and 88.2% of the investment shares of CYREIT Variable Investment Company PLC ("CYREIT") based in Cyprus (Note 8).

On March 28, 2019 the Company proceeded with the acquisition of 60% of the share capital of the companies Aphrodite Hills Resort Limited και Aphrodite Springs Public Limited in Cyprus (Note 8).

On March 26, 2019 the Extraordinary General Meeting of of the shareholders of Irina Ktimatiki S.A. resolved on its share capital increase by the amount of €7,600 with the issuance of 760,000 new ordinary common shares with a par value of €10 each.

On February 22, 2019 the Company proceeded with the acquisition of 90% of share capital of the company Vibrana Holdings Ltd. in Cyprus. On April 18, 2019 the Board of Directors of Vibrana Holdings Ltd. resolved on its share capital increase by the amount of €57,350 with the issuance of 100 new ordinary common shares with a par value of €1 each, out of which an amount of €57,349.9 represents the share premium. In the context of the abovementioned share capital increase, the Company paid on the same day an amount of €51,615 (in proportion to its participation in Vibrana), which was financed by loans.

On January 8, 2019 the liquidation of the company Pangaea UK Finco Plc. was completed.

It is noted that the financial statements of the consolidated non-listed subsidiaries of the Group are available on the Company's website address (http://www.prodea.gr).

NOTE 10: Equity method investments and Investments in joint ventures

Group Company
Country of
Incorporation
Unaudited tax years 30.09.2019 30.09.2019
ΑEP Chanion S.A. Greece 2013-2018 40% 40%
Panterra S.A. Greece - 49% 49%
Aphrodite Hills Pantopoleion Ltd. Cyprus 2016-2018 27% -

On May 31, 2019 the Company acquired 40.0% of the shares of the company "AEP Chanion S.A." for a consideration of €3,472. The company owns two land plots in Chania of a total area of 11.4 thousand sq.m. The aim of the Company and its partners is the development and exploitation of these land plots taking into account the prime area in which they are located.

On April 25, 2019, the company Panterra SA was established in Maroussi Attica. The share capital of the company amounts to €11,500 and divided to 1,150,000 common ordinary shares with a par value of €10 each. The Company owns 49% of the share capital of Panterra S.A. On September 10, 2019, Panterra SA concluded on the acquisition of two adjacent commercial properties in Athens (one of which is located on Syggrou Avenue and Lagoumtzi Avenue with a total surface of c. 6.9 thousand sq.m. and the second is located on Evridamantos and Lagoumtzi Street with a total surface of c. 2 thousand sq.m), for a total consideration of €10,000. The plan provides for the demolition of the buildings and the construction of one or more modern buildings in accordance with the principles of sustainable development, with an estimated total area of over 24 thousand sq.m. (above - ground area of over 14 thousand sq.m. and underground auxiliary areas and parking spaces of 10 thousand sq.m.).

Aphrodite Hills Resort Limited, in which the Company owns 60% of its shares, owns the 45% of the company Aphrodite Hills Pantopoleion Ltd.. As of September 30, 2019 the Group's investment in Aphrodite Hills Pantopoleion Ltd. amounted to €439.

As of September 30, 2019, the Group's share of profit of associates and joint ventures amounted to €35:

  • Loss of €44 from Panterra S.A. (joint venture).
  • Loss of €99 from AEP Chanion S.A. (joint venture).
  • Profit of €140 from Aphrodite Hills Pantopoleion Ltd. (equity method investment).

As of September 30, 2019 the Group's and Company's investment in Panterra S.A. (49%) amounted to €5,591 and €5,635 respectively, while the investment in AEP Chanion S.A. (40%) amounted to €3,373 and €3,472 respectively.

NOTE 11: Other long term Assets

The increase of the Company's "Other long Term-assets" on 30 September 2019 compared to 31 December 2018 is mainly due to an amount of €17,080 paid by the Company to Aphrodite Hills Resort Limited at the date of its acquisition for the repayment of its borrowings (Note 8), to accrued interest income of €1,112 (31 December 2018: €395) as well as advances and expenses related to future acquisition of property of €1,495 (31 December 2018: €324).

In addition, as at 30 September 2019, the Group's and the Company's other long-term assets include deposits of €1,906 and €562, respectively, which are pledged based loan agreements until their maturity (31 December 2018: €1,088 for the Group and Nil for Company). It is noted that an amount of €1,088 for the Group was transferred from cash and cash equivalents to other long-term assets in the statement of financial position as of 31 December 2018, in order to be comparable to the statement of financial position at 30 September 2019 (Note 14).

All amounts expressed in € thousand, unless otherwise stated

Finally, other long-term assets include amounts of €10,476 and €9,147 for the Group and the Company, respectively (31 December 2018: €9,374 and €8,652, for the Group and the Company, respectively) relating to lease incentives under certain lease agreements. The accounting treatment of these incentives, in accordance with the relevant accounting standards, provides for their partial amortization over the life of each lease.

NOTE 12: Trade and Other Assets

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Trade receivables 15,619 6,839 4,902 3,775
Trade receivables from related parties (Note 30) 1 2 1 2
Receivables from Greek State 8,141 9,522 7,932 8,248
Prepaid expenses 1,886 763 692 709
Preliminary dividend paid (Note 21) - 22,995 - 22,995
Other receivables 2,997 6,401 1,533 6,278
Other receivables from related parties (Note 30) 1,030 1,003 2,024 3,598
Total 29,674 47,525 17,084 45,605

The classification of the item "Trade and Other Assets" of the Group and the Company to financial and non-financial assets and the ECL allowance for financial assets as of September 30, 2019 and December 31, 2018 is presented below:

Group
Financial assets Stage 1 Stage 2 Stage 3 Total
Gross carrying amount 30.09.2019 11,513 2,525 4,786 18,823
ECL allowance (6) (2) (3,089) (3,097)
Net carrying amount 30.09.2019 11,507 2,523 1,697 15,727
Non-financial assets 30.09.2019 13,947
Total Trade and other assets 30.09.2019 29,674
Company
Financial assets Stage 1 Stage 2 Stage 3 Total
Gross carrying amount 30.09.2019 3,333 1,203 2.722 7,258
ECL allowance (2) (2) (2,272) (2,276)
Net carrying amount 30.09.2019 3,331 1,201 450 4,982
Non-financial assets 30.09.2019 12,102
Total Trade and other assets 30.09.2019 17,084
Group
Financial assets Stage 1 Stage 2 Stage 3 Total
Gross carrying amount 31.12.2018 11,033 477 697 12,207
ECL allowance (20) (1) (406) (427)
Net carrying amount 31.12.2018 11,013 476 291 11,780
Non-financial assets 31.12.2018 35,745
Total Trade and other assets 31.12.2018 47,525
Company
Financial assets Stage 1 Stage 2 Stage 3 Total
Gross carrying amount 31.12.2018 10,840 185 669 11,694
ECL allowance (26) (1) (373) (400)
Net carrying amount 31.12.2018 10,814 184 296 11,294
Non-financial assets 31.12.2018 34,311
Total Trade and other assets 31.12.2018 45,605

The Group's and the Company's trade receivables as at September 30, 2019 include an amount of €314 and €152 respectively (December 31, 2018: €103 for the Group and the Company) relating to lease incentives under certain lease agreements. The accounting treatment of these incentives, according to the relevant accounting standards, provides for their partial amortization over the life of each lease.

Company's receivables from Greek State of an amount of €7,932 (December 31, 2018: €8,248) mainly relate to capital accumulation tax paid by NBG Pangaea at April 14, 2010, September 16, 2014 and September 17, 2014. Upon payment of this tax, the Company expressed its reservation on the obligation to pay the tax and at the same time it requested the refund of this amount as a result of paragraph 1, article 31 of L.2778/1999, which states that "the shares issued by a REIC and the transfer of properties to a REIC are exempt of any tax, fee, stamp duty, levies, duties or any other charge in favour of the State, public entities and third parties in general". Regarding the payment of the aforementioned tax, because of the lack of response of the relevant authority after a three months period, the Company filed an appeal. The Company's Management, based on the advice of its legal advisors, believes that the reimbursement of the amounts is in essence certain. It is noted that according to the decision of the Council of State No. 90/2019, which was published on January 16, 2019, the application for appeal was accepted for the amount of €5,900.

The analysis of other receivables is as follows:

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Pledged deposits 198 3,009 70 3,009
Other 2,799 3,392 1,463 3,269
Total 2,997 6,401 1,533 6,278

The decrease of other receivables of the Group and the Company as of September 30, 2019, in comparison to December 31, 2018 is due to the impairment of the Company's receivable from Stirling Bulgaria EOOD of €1,824. Specifically, on September 30, 2015, the Company entered into a preliminary agreement with Stirling Properties Bulgaria EOOD and other entities related to it, for the purchase of the companies "Plaza West AD" and "Plaza West 2 AD", which owned an area of approximately 23 thousand sq.m of the shopping mall West Plaza in Sofia, Bulgaria, for a consideration of €33,000, out of which the Company has paid in advance an amount of €6,600. The signing of the final agreement was conditional, among others, on the successful and time demanding completion of construction and commencement of the shopping mall's operation. However, the Company proceeded with the unwinding of the transaction, as certain terms of the agreement were not met by the seller, Stirling Properties Bulgaria EOOD. On March 22, 2018 the Company received part of the abovementioned receivable of €4,776. It is noted that the Company has received a corporate guarantee (joint liability) from Marinopoulos Holding Sarl, located in Luxembourg. It is finally noted that the Company continues its actions for the recovery of the remaining amount of €1,824. The impairment of the receivable is included in the item "Net impairment loss on non-financial assets" in the Income Statement for the period ended September 30, 2019.

As of December 31, 2018 pledged deposits mainly relate to deposits pledged in accordance with the terms of the bond loan agreement dated August 11, 2014 as amended on August 20, 2014, which was repaid on July 10, 2019 (Note 17).

NOTE 13: Inventories

Group
30.09.2019 31.12.2018
9,962 -
24,689 -
(3,741) -
829 -
31,739 -

The impairment of inventories amounting to €3,741 is included in the item "Net impairment loss on non-financial assets" in the Income Statement for the period ended as of September 30, 2019.

The Group's borrowings are secured on inventories (Note 17).

NOTE 14: Cash and Cash Equivalents

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Cash in hand 53 2 2 1
Sight and time deposits 74,139 45,786 38,028 33,215
Total 74,192 45,788 38,030 33,216

The fair value of the Group's cash and cash equivalents is estimated to approximate their carrying value.

As of September 30, 2019 sight and time deposits of the Group and the Company include pledged deposits amounted to €2,448 and €79, respectively (December 31, 2018: €2,344 and €537 respectively), in accordance with the provisions of the loan agreements. It is noted that an amount of €1,088 for the Group was transferred from cash and cash equivalents to other long-term assets in the statement of financial position as of 31 December 2018, in order to be comparable to the statement of financial position as of 30 September 2019 (Note 11).

NOTE 15: Share Capital & Share Premium

Group Company
No. of
shares
Share
Capital
Share Premium
Balance at September 30, 2019 and December
31, 2018
255,494,534 766,484 15,890 15,970

The total paid up share capital of the Company as of September 30, 2019 and December 31, 2018, amounted to €766,484 divided into 255,494,534 common shares with voting rights with a par value of €3.0 per share.

The Company does not hold own shares.

On September 11, 2019 the Extraordinary General Meeting of the Company's Shareholders resolved upon the granting of an authorization to the Company's Board of Directors so that the latter proceeds with a share capital increase through the issuance of new dematerialized common registered voting shares to be paid in cash under the terms that the Company's Board of Directors will determine in the future. Such authorization must be exercised by the Board of Directors within 10 months from the date of the General Meeting of the Company's Shareholders granting the authorization for the share capital increase to the Company's Board of Directors.

NOTE 16: Reserves

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Statutory reserve 22,272 17,995 21,846 17,716
Special reserve 323,987 323,987 323,987 323,987
Other reserves 478 194 45 45
Total 346,737 342,176 345,878 341,748

According to article 158 of L. 4548/2018, as in force, the Company is required to withhold from its net profit a percentage of 5% per year as statutory reserve until the total statutory reserve amounts to the 1/3 of the paid share capital. The statutory reserve cannot be distributed throughout the entire life of the Company.

Special reserve amounting to €323,987 relates to the decision of the Extraordinary General Meeting of the Company's Shareholders held on August 3, 2010 to record the difference between the fair value and the tax value of the contributed properties at September 30, 2009 by NBG, established upon the incorporation of the Company.

NOTE 17: Borrowings

All borrowings have variable interest rates. The Group is exposed to fluctuations in interest rates prevailing in the market which affect its financial position, its income statement and its cash flows. Cost of debt may increase or decrease as a result of such fluctuations.

It is noted that in accordance with the terms of loans, the Group has entered into interest rate caps for hedging the Group's exposure to variations in variable rate.

On June 26, 2019 the Company proceeded with the signing of a bond loan agreement for an amount of up to €300,000 with NBG and the European Bank for Reconstruction and Development ("EBRD").The bond loan has a five years maturity bearing interest of 3-month Euribor plus a margin of 3.2%. The purpose of the loan is a) the refinancing of existing borrowings amounting to €237,500 and b) the realization of investments and the overall development of the Company's operations amounting to €62,500. On July 10, 2019 an amount of €237,500 was disbursed and used for the refinancing of existing short term borrowings.

On May 6, 2019 the Company proceeded with the signing of a bond loan agreement for an amount up to €200,000 with Alpha Bank S.A.. The bond loan has a seven years maturity bearing interest of 3-month Euribor plus a margin of 3.25%. Up to September 30, 2019, an amount of €90,000 was disbursed, out of which an amount of €50,000 was used for the refinancing of existing short term borrowings and the remaining amount of €40,000 was used for investments and the overall development of the Company's operations.

On April 18, 2019 the Company proceeded with the signing of a bond loan agreement for an amount up to €32,000 with Bank of Cyprus Ltd.. The bond loan has a three years maturity bearing interest of 3-month Euribor plus a margin of 3.5%. The total amount of the loan was disbursed on the same day and was exclusively used for the share capital increase of the subsidiary Vibrana Holdings Ltd. (Note 9).

On April 12, 2019 the Company proceeded with the signing of a bond loan agreement for an amount up to €90,000 with Bank of Cyprus Ltd.. The bond loan has a ten years maturity bearing interest of 3-month Euribor plus a margin of 3.35%. The loan was used for the financing of part of the consideration for the acquisition of 100% of the management shares and 88.2% of the investment shares of CYREIT (Note 8).

On February 27, 2019 the Company proceeded with the signing of a loan agreement with Piraeus Bank S.A. for an amount of €20,000 bearing interest of 3-month Euribor plus a margin of 3.25%. The loan has five years maturity and its purpose is the financing of investments.

On December 13, 2018, the Company signed a bond loan agreement for an amount of up to €120,000 with Piraeus Bank S.A. with a five years duration. The bonds bear interest of 3-month Euribor plus a margin of 3.20%. On March 29, 2019 the total amount of the loan was disbursed, out of which an amount of €55,000 was used for the refinancing of existing short term liabilities and more specifically for the refinancing of the bridge loan with Piraeus Bank S.A. signed by the Company on November 2, 2018. From the total amount of €55,000 an amount of €10,000 was disbursed on March 2019, while the remaining amount of €45,000 had been disbursed during the year 2018.

It is noted that under the terms of the majority of the borrowing facilities, the Group is required to comply with certain financial covenants. It is noted that throughout the nine-month period ended September 30, 2019 and the year 2018 the Group has complied with this obligation.

All amounts expressed in € thousand, unless otherwise stated

In the context of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short and long term) by utilizing a variety of funding sources in accordance with its business planning and strategic objectives. The Company assesses its financing needs and available funding sources in the international and domestic financial markets and explores any opportunities to raise additional capital through financing in these markets.

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Long term
Bond loans 599,517 55,862 599,517 55,862
Other borrowed funds 225,048 55,997 18,820 -
Long term borrowings 824,565 111,859 618,337 55,862
Short term
Bond loans 16,829 242,248 16,829 242,248
Other borrowed funds 15,544 206,032 535 95,649
Short term borrowings 32,373 448,280 17,364 337,897
Total 856,938 560,139 635,701 393,759

As of September 30, 2019, short-term borrowings of the Group and the Company include an amount of €821 which relates to accrued interest expense on the bond loans (December 31, 2018: €2,196 for the Group and the Company) and an amount of €1,702 for the Group and €17 for the Company, which relatesto accrued interest expense on other borrowed funds (December 31, 2018: €943 and €649, respectively).

The maturity of the Group's borrowings is as follows:

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Up to 1 year 32,373 448,280 17,364 337,897
From 1 to 5 years 584,061 70,606 463,138 55,862
More than 5 years 240,504 41,253 155,199 -
Total 856,938 560,139 635,701 393,759

The contractual re-pricing dates are limited to a maximum period up to 6 months.

The Group is not exposed to foreign exchange risk in relation to the borrowings, as all borrowings are denominated in the functional currency, except for the loan of I&B Real Estate EAD located in Bulgaria, which is in foreign currency (BGN), the rate of which is fixed according to European Central Bank.

The securities over the Group's loans, including the collaterals on properties, are listed below:

  • On 77 properties of the Company (included the owner-occupied property located at 6, Karageorgi Servias str., Athens) a prenotation of mortgage was established in favour of National Bank of Greece S.A. (as bondholder agent) for an amount of €360,000. The outstanding balance of the bond loan as of September 30, 2019 amounted to €235,422. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • On one property of the Company a prenotation of mortgage was established in favour of Piraeus Bank S.A. (the representative of the bondholders) for an amount of €78,000. The outstanding balance of the bond loan as of September 30, 2019 amounted to €56,400. In addition, all rights of the Company, arising from the lease with Cosmote, have been assigned in favour of the bondholders.

  • On 35 properties of the Company a prenotation of mortgage was established in favour of Piraeus Bank S.A. for an amount of €144,000. The outstanding balance of the bond loan as of September 30, 2019 amounted to €118,200. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.

  • On 3 properties of the Company a prenotation of mortgage was established in favour of Piraeus Bank S.A. for an amount of €24,000. The outstanding balance of the loan as of September 30, 2019 amounted to €19,700. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • On 33 properties of the Company a prenotation of of mortgage was established in favour of Alpha Bank S.A. for an amount of €240,000. The outstanding balance of the loan as of September 30, 2019 amounted to €90,000. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • The entire share capital of Vibrana Holdings Ltd. is collateral in favour of Bank of Cyprus Ltd, for all amounts due under the bond loan agreement of up to €32,000 signed on April 18, 2019. The outstanding balance of the loan as of September 30, 2019 amounted to €31,600. Moreover, the entire share capital of CTDC owned by the company Vibrana Holdings Ltd. is collateral in favour of Bank of Cyprus Ltd.
  • The entire share capital of CYREIT is collateral in favour of Bank of Cyprus Ltd, for all amounts due under the bond loan agreement of up to €90,000 signed on April 12, 2019. The outstanding balance of the loan as of September 30, 2019 amounted to €90,000.
  • Four properties owned by the subsidiary Picasso Fund are burdened with first class mortgage in favour of Banca IMI S.p.A. for an amount of €204,000. The outstanding balance of the loan as of September 30, 2019 amounted to €93,840. Finally, all rights of Picasso Fund arising from the lease agreements have been assigned in favour of the lender.
  • Nine properties owned by the subsidiary Picasso Fund are burdened with first class mortgage in favour of Intesa SanPaolo S.p.A. for an amount of €19,700. The outstanding balance of the loan as of September 30, 2019 amounted to €9,350. Finally, all rights of Picasso Fund arising from the lease agreements have been assigned in favour of the lender.
  • One property owned by the subsidiary Quadratix Ltd. is burdened with mortgage in favour of Bank of Cyprus Ltd. for an amount of €16,500. The outstanding balance of the loan as of September 30, 2019 amounted to €13,750. In addition, the entire share capital of Quadratix Ltd. is collateral in favour of Bank of Cyprus Ltd, for all amounts due under the loan agreement, all rights of Quadratix Ltd. arising from the lease agreement with Sklavenitis Cyprus Limited have been assigned in favour of the lender and the assets of the subsidiary are burdened with floating charge in favour of Bank of Cyprus Ltd. It is noted that the Company has given corporate guarantee up to the amount of €5,000 for liabilities of Quadratix Ltd. under the abovementioned loan agreement.
  • Two properties owned by the subsidiary Egnatia Properties S.A. are burdened with mortgage in favour of Bank of Cyprus Ltd. for an amount of €6,405. The outstanding balance of the loan as of September 30, 2019 amounted to €6,301. Finally, all rights of Egnatia Properties arising from the lease agreements for the abovementioned properties have been assigned in favour of the lender.
  • On one property owned by the subsidiary Irina Ktimatiki S.A. a prenotation of mortgage was established in favour of Alpha Bank S.A. for an amount of €4,800. Moreover, the entire share capital of Irinna Ktimatiki S.A. is collateral in favour of Alpha Bank S.A, for all amounts due under the loan agreement. The outstanding balance of the loan as of September 30, 2019 amounted to €3,295.

  • One property owned by the subsidiary I&B Real Estate EAD is burdened with mortgage in favour of Eurobank Bulgaria AD for an amount of €37,361. Moreover, the entire share capital of I&B Real Estate EAD is collateral in favour of Eurobank Bulgaria AD for all amounts due under the loan agreement. The outstanding balance of the loan as of September 30, 2019 amounted to €37,361. Finally, all rights of I&B Real Estate arising from the lease agreements have been assigned in favour of the lender.

  • The property and equipment, the investment property and the inventories of the subsidiary Aphrodite Hills Resort Limited and the land plot of the company Aphrodite Springs Public Limited are burdened with mortgage in favour of Bank of Cyprus Ltd. for an amount of €143,591. The outstanding balance of the loans as of September 30, 2019 amounted to €40,383. Moreover, the entire share capital of Aphrodite Hills Resort Limited, the share capital of its subsidiaries and the share capital of Aphrodite Springs Public Limited are collateral in favour of Bank of Cyprus Ltd. Finally, the assets of the subsidiary Aphrodite Hills Resort Limited are burdened with floating charge in favour of Bank of Cyprus Ltd.
  • The properties of the subsidiary "The Cyprus Tourism Development Company Limited" are burdened with mortgage in favour of Bank of Cyprus Ltd. and Astrobank Ltd. for a total amount of €6,209. In addition, the assets of the subsidiary are burdened with floating charge in favour of Bank of Cyprus Ltd. and Astrobank Ltd. for a total amount of €11,334. The outstanding balance of the loan as of September 30, 2019 amounted to €1,241.

NOTE 18: Trade and Other Payables

Trade and other payables is analysed as below:

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Trade payables 10,736 9,910 4,831 4,758
Amounts due to related parties (Note 29) - 155 3 142
Taxes – Levies 13,278 7,128 9,228 4,620
Deferred revenues 11,760 5,243 3,026 2,976
Lease liabilities 69 - 62 -
Other payables and accrued expenses 17,335 1,020 8,408 395
Other payables and accrued expenses due to related
parties (Note 29)
972 662 960 2,248
Total 54,150 24,118 26,518 15,139

Trade and other payables are short term and do not bare interest.

The Group's deferred revenues as of September 30, 2019 relate to deferred income of €5,395 for the period following September 30, 2019 according to the relevant lease agreements, received amounts of €3,035 relating to the sale of properties of Aphrodite Hills Resort Limited which have not been delivered to the buyers up to September 30, 2019, as well as to deferred income of €3,330 relating to the operation of the companies of Aphrodite Hills Resort Limited and CTDC.

The increase of "Other payables and accrued expenses" of the Company as of September 30, 2019, in comparison to December 31, 2018, is mainly due to the Company's liability of €1,800 for the acquisition of the company Aphrodite Hills Resort Limited (Note 8) and the Company's liability of €5,792 for the acquisition of the company CYREIT (Note 8). In addition, the increase of "Other payables and accrued expenses" of the Group as of September 30, 2019, in comparison to December 31, 2018, mainly derives from the companies which were acquired by the Group during 2019 (Note 8) and relates to liabilities in the context of their operations.

The analysis of Taxes – Levies is as follows:

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Stamp duty on leases 3,426 2,520 3,426 2,520
Unified Property Tax (ENFIA) 4,253 1,021 4,171 1,015
Foreign real estate tax 3,074 2,523 - -
Other 2,525 1,064 1,631 1,085
Total 13,278 7,128 9,228 4,620

NOTE 19: Deferred tax assets and liabilities

Group
Deferred tax liabilities 30.09.2019 31.12.2018
Investment property 11,896 4,586
Property and equipment 9,698 -
Inventories 2,720 -
Intangible Assets 1,650 -
Total 25,964 4,586
Group
Deferred tax income / (expense) 30.09.2019 30.09.2018
Tax Losses (31) (35)
Investment property 3,974 100
Property & equipment 227 -
Inventories (730) -
Total 3,440 65
Movement of deferred tax assets:
Group
Tax Losses
Balance January 1, 2018 4
Credited to the Income Statement 46
Offset with deferred tax liabilities (50)
Balance December 31, 2018 -
Credited to the Income Statement 31
Offset with deferred tax liabilities (31)
Balance September 30, 2019 -

Movement of deferred tax liabilities:

Group
Investment Property Other Total
Balance January 1, 2018 223 - 223
Deferred tax liabilities recognised following
business combinations 3,974 - 3,974
Charged to the Income Statement 439 - 439
Offset with deferred tax assets (50) - (50)
Balance December 31, 2018 4,586 - 4,586
Deferred tax liabilities recognised following
business combinations (Note 8) 3,368 14,585 17,953
Charge to the Income Statement 3,974 (503) 3,471
Charge to Other Comprehensive income - (15) (15)
Offset with deferred tax assets (31) - (31)
Balance September 30, 2019 11,897 14,067 25,964

The tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments and cash and cash equivalents rather than on its profits, therefore no temporary differences arise and accordingly no deferred tax liabilities and / or assets are recognised. The same applies to the Company's subsidiary, Picasso Fund, in Italy, which is not subject to income tax.

The Company's foreign subsidiaries, Nash S.r.L., Egnatia Properties S.A., Quadratix Ltd., Lasmane Properties, PNG Properties EAD, I&B Real Estate EAD, Aphrodite Hills Resort Limited, Aphrodite Springs Public Limited, Vibrana Holdings, CTDC and CYREIT are taxed based on their income (Note 26), therefore temporary differences may arise and accordingly deferred tax liabilities and / or assets may be recognised.

The Group have offset the deferred tax assets and deferred tax liabilities on an entity by entity basis based on the legally enforceable right to set off the recognized amounts i.e. offset current income tax assets against current tax liabilities and when the deferred income taxes relate to the same tax authority.

NOTE 20: Other long-term liabilities

The fluctuation of "Other long-term liabilities" of the Group as of September 30, 2019, in comparison to December 31, 2018, is mainly attributable to the recognition of a liability of €8,869 arising from a put option non-controlling interests to sell to the Company 36.22% of the shares of the companies Aphrodite Hills Resort Limited and Aphrodite Springs Public Limited. The Company also has the right to acquire the shares above (call option). The liability was recognized directly in equity of the Group in "Other Equity".

NOTE 21: Dividends per Share

On June 18, 2019 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €73,071 (i.e. 0.286 per share – amount in €) as dividend to its shareholders for the year 2018. Due to the distribution of interim dividend of a total amount of €22,995 (i.e. €0.09 per share – amount in €), following the relevant decision of the Board of Directors dated December 18, 2018, the remaining dividend that was distributed amounted to €50,076 (i.e. €0.196 per share – amount in €). The amount of the interim dividend is included in the line trade and other assets as of 31 December 2018.

On April 23, 2018 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €56,209 (i.e. 0.22 per share – amount in €) as dividend to its shareholders for the year 2017. Due to the distribution of interim dividend of a total amount of €22,995 (i.e. €0.09 per share – amount in €), following the relevant decision of the Board of Directors dated December 12, 2017, the remaining dividend that was distributed amounted to €33,214 (i.e. €0.13 per share – amount in €).

NOTE 22: Property taxes-levies

As of September 30, 2019, property taxes-levies amounted to €7,159 and €5,746 for the Group and the Company respectively (September 30, 2018: €6,892 and €5,683, respectively) and includes ENFIA of €5,764 and €5,687 for the Group and the Company, respectively (September 30, 2018: €5,600 and €5,577, respectively). The increase of ENFIA is due to the properties acquired by the Company during 2018, given that ENFIA is calculated for the properties owned by a legal entity as of January 1st of each year.

NOTE 23: Personnel expenses (incl. remuneration to the members of the Board of Directors and its committees)

Personnel expenses (incl. remuneration to the members of the Board of Directors and its committees) – Investments Properties:

Group Company
From 01.01. to From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Salaries, wages and allowances 2,261 1,931 2,197 1,929
Social security costs 440 328 438 328
Profit distributed to personnel - BoD 1,774 - 1,774 -
Other expenses 113 127 113 127
Total 4,588 2,386 4,522 2,384

Personnel expenses (incl. remuneration to the members of the Board of Directors and its committees) – Hospitality and ancillary services:

Group
From 01.01. to
30.09.2019 30.09.2018
Salaries, wages and allowances 6,304 -
Social security costs 912 -
Other expenses 560 -
Total 7,776 -

As of September 30, 2019, the number of employees of the Group and of the Company was 674 and 34, respectively (September 30, 2018: 29 employees for the Group and the Company). The Group's personnel, as of September 30, 2019, includes 639 employees from the companies Aphrodite Hills Resort and CTDC, acquired by the Group during 2019.

On June 18, 2019, the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €1,774 to the personnel and members of the BoD of the Company out of the profits of the year 2018.

NOTE 24: Other Expenses

Other Expenses – Investment Property:

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Third party fees 1,618 2,036 873 1,549
Promoting and marketing expenses, etc. 477 255 476 255
Taxes-levies 522 656 471 644
Other 438 281 437 274
Total 3,055 3,228 2,257 2,722

Other Expenses – Hospitality and ancillary services:

Group
From 01.01. to
30.09.2019 30.09.2018
Third party fees 2,070 -
Promoting and marketing expenses, etc. 1,056 -
Taxes-levies 168 -
Other 6,744 -
Total 10,038 -

"Other Expenses – Hospitality and ancillary services" of the Group as of September 30, 2019 relate to expenses in the context of the operations of the companies Aphrodite Hills Resort and CTDC, which were acquired by the Group during 2019.

NOTE 25: Finance costs

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Interest Expense 20,312 14,306 15,335 11,473
Finance and Bank Charges (incl. amortization of
discount)
2,454 2,001 1,925 1,510
Foreign Exchange Differences 117 9 - 3
Total 22,883 16,316 17,260 12,986

NOTE 26: Taxes

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
REICs' tax 10,396 8,742 10,251 8,717
Other taxes 315 29 - -
Deferred tax (Note 18) 3,440 65 - -
Total 14,151 8,836 10,251 8,717

As a REIC, in accordance with article 31, par. 3 of L.2778/1999, as in force, the Company is subject to an annual tax based on its investments and cash and cash equivalents. More specifically, the tax is determined by reference to the average fair value of its investments and cash and cash equivalents (as depicted on the Company's biannual investment schedule) at current prices at the tax rate of 10.0% of the European Central Bank reference rate plus 1.0% (the taxation formula is as follows: 10.0% * (ECB reference rate + 1.0%)). The above tax relieves the Company and its shareholders of any further tax liabilities. It is noted that in accordance with par. 2 of article 45 of L.4389/2016, a minimum tax threshold of 0.375% on its average investments plus cash was imposed for each semester (i.e. 0.75% annually). Karolou Touristiki S.A., Irinna Ktimatiki S.A. and Anaptixi Fragokklisia S.A. as the Company's subsidiaries in Greece, have the same tax treatment. It is noted that within November 2019, the public consultation for the draft law "Tax reform with development dimension for Greece tomorrow" was concluded, which includes an amendment on article 31 of l.2778/1999 regarding the tax treatment of real estate investment companies. More specifically, article 35 of the draft law abolishes the threshold of 0.375% on average investments plus cash and cash equivalents, at current prices. The draft law is expected to be voted within 2019. (Note 31)

The Company's foreign subsidiaries, Nash S.r.L. in Italy, Egnatia Properties S.A. in Romania, Quadratix Ltd., Lasmane Properties, Aphrodite Hills Resort Limited, Aphrodite Springs Public Limited, CTDC, Vibrana Holdings and CYREIT in Cyprus, PNG Properties EAD and I&B Real Estate EAD in Bulgaria, are taxed based on their income, assuming a tax rate of 27.9% in Italy, 16.0% in Romania, 12.5% in Cyprus and 10.0% in Bulgaria, respectively. The Company's subsidiary, Picasso Fund, in Italy, is not subject to income tax. No significant foreign income tax expense was incurred for the period ended September 30, 2019 and 2018, respectively.

The unaudited tax years for the subsidiaries of the Group and the Joint Ventures are shown in the notes 9 & 10 respectively.

NOTE 27: Revenue

Group Company
From 01.01. until From 01.01. until
30.09.2019
30.09.2018
30.09.2018
Rental Income 100,705 90,906 81,016 79,326
Revenue from hospitality and ancillary services 25,603 - - -
Revenue from sale of residences 4,673 - - -
Other 80 - - -
Total 131,061 90,906 81,016 79,326

Rental income is not subject to seasonality. Revenues from hospitality and ancillary services are subject to seasonality depending on the type of the hotel (city hotel or resort).

NOTE 28: Earnings per Share

Basic Earnings per share ratio is calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

Group Company
Period ended September 30, 2019 2018 2019 2018
Profit attributable to equity shareholders 122,939 79,539 90,533 56,788
Weighted average number of ordinary shares in
issue (thousands) 255,495 255,495 255,495 255,495
Earnings per share (expressed in 0.31 0.35 0.22
€ per share) - basic and diluted 0.48

Τhe dilutive Earnings per share are the same as the basic Earnings per share for the nine-month period ended September 30, 2019 and 2018, as there were no dilutive potential ordinary shares.

NOTE 29: Contingent Liabilities and Commitments

Group companies have not been audited yet for tax purposes for certain financial years and consequently their tax obligations for those years may not be considered final. Additional taxes and penalties may be imposed as a result of such tax audits, however the amount cannot be determined. As at September 30, 2019 and December 31, 2018 the Group has not accounted for provisions for unaudited tax years. It is estimated that additional taxes and penalties that may be imposed will not have a material effect on the statement of financial position of the Group and the Company.

The tax authorities have not audited the books and records of the of the absorbed by the Company with same legal name NBG Pangaea REIC for the year ended December 31, 2010 and consequently the tax obligations for that year are not considered as final. In a future tax audit, additional taxes and penalties may be imposed, the amount of which cannot be determined accurately at present. However, Management estimates that they will not have a material effect on the financial position of the Company. The financial years 2011 - 2014 have been audited by the elected, under L. 4548/2018, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications. Especially for the year 2012, it is noted that within 2018 the tax audit was completed by the competent tax authorities with no findings and therefore no additional taxes were imposed.

The years 2013 – 2018 of the Company have been audited by the elected, under L. 4548/2018, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications.

The tax authorities have not audited the books and records of KARELA S.A., which was absorbed by the Company, for the financial year 2013 and consequently the tax obligations for this year is not considered as final. In a future tax audit, additional taxes and penalties may be imposed, the amount of which cannot be determined accurately at present. However, the Management estimates that they will not have a material effect on the financial position of the company. The financial years 2014 and 2015 have been audited by the elected, under L. 4548/2018, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications.

Up until September 30, 2019, the tax authorities have not notified for any audit order for the Company and for KARELA S.A., which was absorbed by the Company, for the fiscal year 2010, 2011 and 2012. Therefore, the right of the State to disclose audit trails and transactions for the determination of tax, fees, levies and fines for the purpose of charging a tax has been time-barred for the aforementioned, per company, reported uses pursuant to a) par. 1 of article 84 of l. 2238/1995 (unaudited income tax cases); b) par. 1 of article 57 of l. 2859/2000 (non-audited cases of VAT) and c) of par. 5 of article 9 of l. 2523/1997 (imposition of fines for income tax cases). Management considers that the circumstances limiting the aforementioned laws, which could extend the five-year limitation period to ten years, are not met.

It is noted that according to POL. 1006/05.01.2016, the companies for which a tax certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore the tax authorities may come back and conduct their own tax audit. However, Management estimates that the results of future tax audits may conducted by the tax authorities, will not have a material effect on the financial position of the Company.

As of September 30, 2019 Group's capital expenditure relating to improvements on investment property amounted to €21,564 (excluding VAT). Additionally Group's capital expenditure relating to the development of residential projects in Paphos, Cyprus amounted to €7,131 (excluding VAT) as of September 30, 2019. Finally, Group's capital expenditure relating to the development of land plot of Aphrodite Springs Public Limited amounted to €4,330 (excluding VAT) as of September 30, 2019.

There are no pending lawsuits against the Group nor other contingent liabilities resulting from commitments at September 30, 2019, which would affect the Group's financial position.

NOTE 30: Related Party Transactions

National Bank of Greece S.A. (NBG) controlled the Company up to May 23, 2019, based on an shareholders' agreement. More specifically, according to the shareholders' agreement, NBG appointed the majority of the members of the Board of Directors and the Investment Committee and guarantees were provided to NBG for certain other contractual rights.

On May 23, 2019 Invel Real Estate B.V. directly acquired 76,156,116 shares with voting rights in the Company, i.e. it acquired on a solo basis a percentage of 29.81% of the total number of voting rights of the Company. On the same date, May 23, 2019, CL Hermes Opportunities L.P. directly acquired, 7,281,997 shares with voting rights in the Company, i.e. 2.85% of the total number of voting rights in the Company. The above-mentioned percentage of 32.66% of voting shares was transferred to Invel Real Estate B.V. and CL Hermes Opportunities L.P. by National Bank of Greece S.A. Following those two acquisitions, NBG does not own any shares or voting rights in the Company.

Consequently, from the above mentioned date (May 23, 2019) onwards, NBG no longer controls the Company by virtue of the Shareholders Agreement dated 30.12.2013 between NBG and Invel Real Estate (Netherlands) II B.V., and consequently the control rights over the Company that, according to the law and the Company's articles of association, are conferred to Invel Real Estate (Netherlands) II B.V., in its capacity as majority shareholder of the Company with a percentage of 63.39% fully exercised by the latter.

As a result of the above, the Company is controlled, according to the IFRSs, by Invel Real Estate (Netherlands) II B.V..

In accordance with the TR1 notification of Law 3556/2007 dated 23.05.2019 submitted to the Company, the company Castlelake Opportunities Partners LLC is the ultimate shareholder of the Company owning 98.15%. Castlelake Opportunities Partners LLC is not controlled by any natural or legal person.

There is no natural person that holds more than 10% of the Company's share capital.

The Company's shareholding structure as of September 30, 2019 is presented below:

% participation
Invel Real Estate (Netherlands) II B.V.: 63.39%
Invel Real Estate BV 29.81%
CL Hermes Opportunities L.P. 2.85%
Anthos Properties S.A. (a subsidiary of Invel Real Estate
(Netherlands) II B.V.)
2.10%
Other shareholders: 1.85%

It should be noted that the above percentages arise in accordance with the disclosures received by the above persons under existing legislation.

All transactions with related parties have been carried out on the basis of the "arm's length" principle, i.e. under normal market conditions for similar transactions with third parties. The transactions with related parties are presented below:

i. Balances arising from transactions with related parties

Group Company
Trade receivables from related parties 30.09.2019 31.12.2018 30.09.2019 31.12.2018
Anthos Properties S.A. 1 1 1 1
Companies related to other shareholders - 1 - 1
Total 1 2 1 2
Group Company
Other receivables from related parties 30.09.2019 31.12.2018 30.09.2019 31.12.2018
Invel Real Estate (Netherlands) II B.V. 990 1,003 990 990
AEP Chanion, a Joint Venture 40 - 40 -
Irina Ktimatiki SA, Company's Subsidiary - - - 2,605
Pangaea UK Finco Plc, Company's
subsidiary
- - - 2
I&B Real Estate EAD, Company's
subsidiary
- - 994 -
PNG Properties EAD, Company's
subsidiary
- - - 1
Total 1,030 1,003 2,024 3,598
Group Company
Preliminary dividends 30.09.2019 31.12.2018 30.09.2019 31.12.2018
Preliminary dividends 30.09.2019 31.12.2018 30.09.2019 31.12.2018
National Bank of Greece - 7,509 - 7,509
Invel Real Estate (Netherlands) II B.V. - 14,577 - 14,577
Anthos Properties S.A. - 483 - 483
Total - 22,569 - 22,569
Group Company
Prepaid expenses 30.09.2019 31.12.2018 30.09.2019 31.12.2018
Hellenic National Insurance Company,
company of NBG Group
- 428 - 403
Total - 428 - 403
Group Company
Cash and cash equivalents 30.09.2019 31.12.2018 30.09.2019 31.12.2018
National Bank of Greece - 5,603 - 5,531
NBG Cyprus, company of NBG Group - 1,056 - -
Total - 6,659 - 5,531
Group Company
Other long-term assets 30.09.2019 31.12.2018 30.09.2019 31.12.2018
PNG Properties EAD, Company's
subsidiary
- - 10,471 10,179
Aphrodite Hills Resort Limited,
Company's Subsidiary
- - 17,859 -
Total - - 28,330 10,179
Group Company
Trade payables to related parties 30.09.2019 31.12.2018 30.09.2019 31.12.2018
National Bank of Greece - 80 - 80
Hellenic National Insurance Company,
company of NBG Group
- 69 - 56
Ethniki Leasing, company of NBG Group - 6 - 6
CTDC, Company's subsidiary - - 3 -
Total - 155 3 142
Group Company
Other Liabilities 30.09.2019 31.12.2018 30.09.2019 31.12.2018
National Bank of Greece - 1 - 1
Hellenic National Insurance Company,
company of NBG Group
- 1 - -
Pangaea UK Finco, Company's subsidiary - - - 57
Anaptixi Fragokklisia S.A., Company's
subsidiary
- - - 1,530
Total 631 655 619 2,241
Aphrodite Hills Pantopoleion Ltd. (Equity
method investment)
12 - -
Companies related to other
shareholders
619 653 619 653
Group Company
Borrowings 30.09.2019 31.12.2018 30.09.2019 31.12.2018
Companies related to other shareholders 1,127 - - -
Total 1,127 - - -

ii. Rental income

Group Company
From 01.01. to From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
National Bank of Greece S.A.1 26,352 50,135 26,352 50,135
Anaptixi
Fragokklisia
S.A.,
Company's
subsidiary
- - 1 -
Anthos Properties S.A. 2 2 2 2
Companies related to other shareholders 2 2 2 2
Total 26,356 50,139 26,357 50,139

iii. Depreciation of Right of Use

Group Company
From 01.01. to
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Hellenic
National
Insurance
company of NBG Group1
Company, 20 - 20 -
Total 20 - 20 -

iv. Other direct property related expenses

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Hellenic National Insurance Company,
company of NBG Group1
225 399 202 378
Companies related to other shareholders 1,278 1,229 1,278 1,229
Total 1,503 1,628 1.480 1,607

v. Personnel expenses

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Hellenic National Insurance Company,
company of NBG Group1
15 25 15 25
Total 15 25 15 25

vi. Other income

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
Ι&Β Real Estate EAD, Company's subsidiary - - 994 -
Quadratix Ltd., Company's subsidiary - - 1,000 -
Picasso Fund, Company's subsidiary - - 5,612 5,874
Total - - 7,606 5,874

1 National Bank of Greece and its subsidiaries are considered as related parties until 22.05.2019, as the sale of the Company's shares held by NBG was concluded on 23.05.2019.

vii. Other expenses

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
National Bank of Greece S.A. 1 48 87 48 87
Ethniki Leasing, company of NBG Group1 - 38 - 38
CTDC, Company's subsidiary - - 3 -
Companies related to other shareholders 175 - - -
Total 223 125 51 125

viii. Interest income

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
National Bank of Greece S.A. 1 2 15 1 15
PNG Properties EAD, Company's subsidiary - - 296 296
Aphrodite Hills Resort Limited, Company's
Subsidiary
- - 816 -
Total 2 15 1,113 311

ix. Finance costs

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.09.2018 30.09.2019 30.09.2018
National Bank of Greece S.A. 1 10 9 9 9
Companies related to other shareholders 51 - - -
Total 61 9 9 9

x. Due to key management

Group Company
30.09.2019 31.12.2018 30.09.2019 31.12.2018
Payables to the members of the BoD and
the Investment committee
59 - 59 -
Other liabilities to members of the BoD,
its committees and Senior Management
673 7 667 7
Retirement benefit obligations 17 16 17 16
Total 749 23 743 23

xi. Key management compensation

Group
From 01.01. to
Company
From 01.01. to
30.09.2019 30.06.2018 30.09.2019 30.09.2018
BoD, its committees and Senior
Management compensation
3,514 1,188 2,972 1,186
Total 3,514 1,188 2,972 1,186

1 National Bank of Greece (NBG) and its subsidiaries are considered as related parties until 22.05.2019, as the sale of the Company's shares held by NBG was concluded on 23.05.2019.

xii. Commitment and contingent liabilities

In the context of the new loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January 31, 2018 (Note 17), the Company has given a corporate guarantee up to the amount of €5,000 thousand for liabilities of Quadratix Ltd. under the abovementioned loan agreement. Management does not expect to incur any financial losses by the subsidiary's loan.

xiii. Dividends from Equity method investments

During June 2019, the company Aphrodite Hills Resort Limited received an amount of €40 as dividend from the company Aphrodite Hills Pantopoleion Ltd. in which participates with 45%.

NOTE 31: Events after the Date of the Interim Financial Statements

Within November 2019, the public consultation for the draft law "Tax reform with development dimension for Greece tomorrow" was concluded, which includes an amendment on article 31 of l.2778/1999 regarding the tax treatment of real estate investment companies. More specifically, article 35 of the draft law abolishes the threshold of 0.375% on average investments plus cash and cash equivalents, at current prices. The draft law is expected to be voted within 2019.

On November 15, 2019 the Company concluded on the acquisition of 100% of the shares of the company "ILDIM Monoprosopi Private Capital Company" ("ILDIM M.IKE"). The company owns a building of commercial warehouses with modern specifications, with a total area of approximately 5.1 thousand sq.m., which is already leased to a creditworthy tenant. The consideration for the acquisition of ILDIM amounted to €1,010 (taking into account the liabilities and assets of ILDIM). The consideration for the acquisition of the building amounted to €2,794 and the fair value of the building at the acquisition date, according to the valuation performed by the independent statutory valuers, amounted to €2,899.

On November 14, 2019 the Company concluded on the acquisition of a commercial property which is located at 44 Syggrou str., Athens, of a total area of 5.5 thousands sq.m.. The final consideration for the acquisition amounted to €5,882. From the abovementioned amount, the Company had already paid an amount of €1,170 as prepayment.

On November 7, 2019 the Company together with the company Cante Holdings Ltd, interests of Dimand S.A. and EBRD, were pronounced, according to the decision with No 382/2019 of the Financial Committee of the Municipality of Piraeus, as the successful bidders and thus as temporary contractors for the long-term lease, i.e. 99 years, of the Naval and Commercial Centre of Piraeus ("Piraeus Tower") with a total area of approximately 32 thousand sq.m. The development of the property includes mixed uses which will comprise of, among others, underground parking spaces, ground floor retail spaces and offices on the upper floors, taking into account the prime area in which the property is located.

On October 31, 2019 the Company proceeded with the signing of preliminary agreements for the acquisition of a commercial property in Athens for a total consideration of €2,300. From the abovementioned amount, the Company has paid an amount of €164 as prepayment. The total surface of the property is about 496.5 sq.m..

On October 25, 2019 the Company announced the commencement of the sale of 4 commercial properties, located in Athens. The sale of the properties is estimated to be concluded within 2019.

There are no other significant events subsequent to the date of the Financial Statements relating to the Group or the Company for which disclosure is required by the IFRSs as endorsed by the EU.

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