GO Plc

Interim / Quarterly Report • Aug 4, 2017

COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by GO p.l.c. ("the Company") pursuant to Malta Financial Services Authority Listing Rules.

Quote

In a meeting held earlier today 4 August 2017, the Board of Directors of the Company approved the attached Group Interim Unaudited Financial Statements for the six-month period ended 30 June 2017.

The Interim Financial Statements are available for viewing on the Company's website www.go.com.mt

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Dr. Francis Galea Salomone LL.D. Company Secretary

4 August 2017

Condensed Consolidated Interim Financial Statements

For the Period 1 January 2017 to 30 June 2017

Company Registration Number: C 22334

Condensed Consolidated Interim Financial Statements

For the period 1 January 2017 to 30 June 2017

Contents

	Pages
Directors' Report pursuant to Listing Rule 5.75.2	1 - 3
Condensed Consolidated Interim Financial Statements:
Condensed Consolidated Interim Statement of Financial Position	4 - 5
Condensed Consolidated Interim Income Statement	6
Condensed Consolidated Interim Statement of Comprehensive Income	7
Condensed Consolidated Interim Statement of Changes in Equity	8 – 9
Condensed Consolidated Interim Statement of Cash Flows	10 - 11
Notes to the Condensed Consolidated Interim Financial Statements	12 - 23
Statement pursuant to Listing Rule 5.75.3	24
Independent Auditor's Report on Review of Condensed Consolidated

Interim Financial Information

Directors' Report pursuant to Listing Rule 5.75.2

For the period 1 January 2017 to 30 June 2017

This Half-Yearly Report is being published in terms of Chapter 5 of the Listing Rules of the Listing Authority – Malta Financial Services Authority and the Prevention of Financial Markets Abuse Act, 2005. The Half-Yearly Report comprises the reviewed (not audited) condensed consolidated interim financial statements for the six months ended 30 June 2017 prepared in accordance with International Financial Reporting Standards adopted for use in the EU for interim financial statements (International Accounting Standard 34, 'Interim Financial Reporting'). The condensed consolidated interim financial statements have been reviewed in accordance with the requirements of ISRE 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. The comparative statement of financial position has been extracted from the audited financial statements for the year ended 31 December 2016.

Principal activities

The Group is Malta's leading integrated telecommunications services provider and its high speed networks form the backbone of the island's modern communications infrastructure. The services provided by the Group include fixed-line and mobile telephony, data and TV services for both personal customers and business clients. The Group also provides business clients with data centre facilities and ICT solutions.

The Group also operates in Cyprus through its 51% shareholding in Cablenet Communication Systems Limited ("Cablenet") which provides broadband, cable TV and telephony services to personal and business clients.

Review of financial performance

GO Group reports improved results for the six months period ended 30 June 2017 with growth in revenue and profitability as well as continued robust cash generation from operations. During the period under review revenues increased by €4.3 million to €81.0 million (2016: €76.7 million). This led to an improvement of €2.7 million (9.0%) in earnings before interest, tax, depreciation and amortisation (EBITDA), which amounted to €32.6 million (2016: €29.9 million) and an operating profit of €14.6 million (2016: €12.3 million). This resilient performance is the result of the Group's growth strategy and a number of initiatives aimed at improving the customer experience, grow retail revenues and control costs.

Strategic investments driving the Group's revenue growth are underway in both Malta as well as Cyprus and relate to networks as well as support solutions, processes and media content. Thanks to such investments, the customer experience is constantly enhanced.

The ongoing rollout of Fibre-to-the-Home ("FTTH") is leading to growth in GO's Broadband and TV client base, as the reach of FTTH extends to additional towns and villages and now exceeds 50,000 homes passed. GO also continues to enjoy a solid customer base of fixed-voice connections. Moreover GO, which has Malta's only fibre connected 4G network, has over the past two years made significant investments in mobile. This enables GO's mobile customers to enjoy the fastest mobile network, as recently verified by a leading independent German firm. The enhanced customer experience is leading to a larger mobile customer base and growth in usage of mobile data, both of which are driving overall growth in retail revenue. The Group's ongoing investments in networks and technology are matched by ongoing improvement in GO's product portfolio and a passion to strive to serve customers better. Through these initiatives GO continues to strengthen its position in the retail market; the overall client base now represents more than 530,000 connections across the main retail products, a significant portion of which through bundled services.

Directors' Report pursuant to Listing Rule 5.75.2

For the period 1 January 2017 to 30 June 2017

Review of financial performance (continued)

In Cyprus, Cablenet continues to invest in expanding its network and enhancing its resiliency, investments which are being stepped up in the coming years. It is encouraging to see more customers choosing Cablenet as their preferred service provider. Cablenet's customer base now exceeds 58,000.

Such sustained growth in both markets encourages the Group to persevere with its parallel investment programme in Malta and Cyprus.

Cost of sales and administration costs amounted to €67.0 million, an increase of €2.1 million over the comparative period. This increase in costs is primarily directly related to increased retail activity whilst maintaining a strong focus on cost containment.

As a result of growth in revenue and control over costs, the Group's EBITDA improved from €29.9 million during the first six months of 2016 to €32.6 million during the interim period under review. EBITDA margin also improved from 39.0% to 40.2%.

The Group is reporting a profit before tax of €13.5 million. Although this represents a reduction over the profit of €17.1 million reported for the comparative period, the comparative results had included a one time gain of €6.1 million arising on the re-measurement of the investment of Cablenet following further acquisition of shares in January 2016.

Cash generation from operations remains strong across the entire Group and during the period under review amounted to €28.6 million. The reduction of €5.2 million over the comparative period is entirely due to working capital movements as during the comparative period the Group improved its working capital position, a position which has been maintained. The continued strong cash generation from operations enabled the Group to fund investments of €15.5 million (2016: €29.5 million).

The Group continues to enjoy a healthy financial position. As at 30 June 2017 the Group had a total asset base of €247.6 million which is 43.2% funded through equity. During the first six months of 2017 borrowings net of cash holdings decreased from €64.1 million as at 31 December 2016 to €58.2 million as at 30 June 2017.

Commentary on performance

These results validate GO's focused strategy of growing its telecommunications business in the markets where it operates, as it delivers value to clients, employees and shareholders with growth in revenue, profitability and customer connections both in Malta as well as in Cyprus.

In Malta the Group benefits from having embarked on a clear strategy focused on enhancing customer experience and driving efficiency across its various operations.

Various significant investments have been made to improve access to the internet and data services in general. GO is adopting a two pronged approach, investing in what is undeniably Malta's fastest 4G network and also through ongoing investments in FTTH, through which GO is extending fibre to additional towns and villages. This unwavering commitment, being implemented over a number of years, aims to deliver an unparalleled quality of service, seamlessly over mobile and fixed-line technologies, to GO's clients.

Directors' Report pursuant to Listing Rule 5.75.2

For the period 1 January 2017 to 30 June 2017

Commentary on performance (continued)

In the Business segment, GO remains the undisputed leader in providing total communications solutions. The infrastructure with which GO services the business community is unmatched in terms of the capabilities, resiliency and redundancy provided. Through its investment in Kinetix and the investment in a new state of the art data centre currently underway, GO strives to enhance its capabilities to better serve its extensive base of business clients.

Cablenet is a growing company and a challenger in the Cypriot telecommunications market, offering a robust network infrastructure, attractive commercial propositions and a focus on providing an unparalleled customer experience. Cablenet continues to make significant investments aimed at improving resiliency, increasing international capacity and enhancing the reach of its network to additional towns and suburbs. As a result of these investments, Cablenet is growing its customer base, revenue and profitability and this augurs well for further growth in the future.

As a result of this focused strategy, in spite of significant and intense competition and shrinking profitability in the telecommunications industry, the GO Group continues to outperform the sector, increase its total customer connections and achieve improved levels of profitability. The Group remains grateful for the confidence and trust that its customers continue to place in its product portfolio.

Related party transactions

During the period under review, the Group acquired services amounting to €0.01 million from entities ultimately controlled by Société Nationale des Télécommuncations (Tunise Telecom), the intermediate parent company and €1.4 million from other related entities. Dividends due to the parent company amounted to €7.3 million and were settled after the reporting date, on 31 July 2017.

Dividends

The Board of Directors has resolved to determine the extent of dividend distribution for 2017 on the basis of the full results for the year. Accordingly, no dividends are being declared upon issue of the results for the six-month period ended 30 June 2017.

Approved by the Board of Directors on 4th August 2017 and signed on its behalf by

Chairman Director

Nizar Bouguila Paul Testaferrata Moroni Viani

GO p.l.c. Condensed Consolidated Interim Financial Statements

Statement of financial position

As at 30 June 2017

ASSETS	Note	As at 30.06.17 Unaudited €000	As at 31.12.16 Audited €000
Non-current assets
Property, plant and equipment	5	123,975	126,450
Intangible assets		64,052	67,684
Investment in associate		18	18
Deferred tax assets		4,009	4,262
Trade and other receivables		1,543	1,465
Total non-current assets		193,597	199,879
Current assets
Inventories		8,048	8,025
Trade and other receivables		32,524	31,865
Current tax assets		11	255
Cash and cash equivalents		13,444	9,728
Total current assets		54,027	49,873
Total assets		247,624	249,752
EQUITY AND LIABILITIES EQUITY
Share capital		58,998	58,998
Reserves		266	266
Retained earnings		38,820	41,839
Total equity attributable to equity holders of the Company		98,084	101,103
Non-controlling interests		8,851	8,099
Total equity		106,935	109,202

GO p.l.c. Condensed Consolidated Interim Financial Statements

Statement of financial position

As at 30 June 2017

		As at 30.06.17 Unaudited	As at 31.12.16 Audited
	Note	€000	€000
LIABILITIES Non-current liabilities
Borrowings		50,507	53,892
Deferred tax liabilities		2,766	2,943
Provisions for pensions	8	2,969	3,138
Trade and other payables		364	2,496
Total non-current liabilities		56,606	62,469
Current liabilities
Borrowings		21,102	19,940
Provisions for pensions	8	3,340	3,205
Trade and other payables		55,741	54,936
Current tax liabilities		3,900	-
Total current liabilities		84,083	78,081
Total liabilities		140,689	140,550
Total equity and liabilities		247,624	249,752

The notes on pages 12 to 23 are an integral part of these condensed consolidated interim financial statements.

The condensed consolidated interim financial statements set out on pages 4 to 23 were approved by the Board of Directors on 4 August 2017 and were signed on its behalf by:

Chairman Director

Nizar Bouguila Paul Testaferrata Moroni Viani

Condensed Consolidated Interim Financial Statements

Income statement For the period 1 January 2017 to 30 June 2017

	Note	Six months ended 30.06.17 Unaudited €000	Six months ended 30.06.16 Unaudited €000
Revenue Cost of sales		80,986 (48,185)	76,676 (46,417)
Gross profit Administrative and other related expenses Other income		32,801 (18,806) 615	30,259 (18,512) 548
Operating profit		14,610	12,295
Analysed as follows: EBITDA		32,578	29,887
Depreciation and amortisation		(17,968)	(17,592)
Operating profit		14,610	12,295
Finance income Finance costs Gain arising on remeasurement to fair value of the previously held equity interest upon acquisition of		170 (1,257)	416 (1,698)
subsidiary	6	-	6,078
Profit before tax Tax expense		13,523 (4,646)	17,091 (2,920)
Profit for the period		8,877	14,171
Attributable to:
Owners of the Company Non-controlling interests		8,125 752	13,131 1,040
Profit for the period		8,877	14,171
Earnings per share (euro cents)		8c8	14c1

The notes on pages 12 to 23 are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Statement of comprehensive income For the period 1 January 2017 to 30 June 2017

-	Six months ended 30.06.17 Unaudited €000	Six months ended 30.06.16 Unaudited €000
Comprehensive income
Profit for the period	8,877	14,171
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit obligations Income tax relating to components of other comprehensive income:	-	72
- Remeasurements of defined benefit obligations	-	(25)
Total other comprehensive income for the
period, net of tax	-	47
Total comprehensive income for the period	8,877	14,218
Attributable to:
Owners of the Company	8,125	13,178
Non-controlling interests	752	1,040
Total other comprehensive income for the period	8,877	14,218

The notes on pages 12 to 23 are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Statement of changes in equity For the period 1 January 2017 to 30 June 2017

Unaudited	Share capital €000	Reserves €000	Retained earnings €000	Total €000	Non controlling interests €000	Total equity €000
Balance at 1 January 2016	58,998	(543)	33,642	92,097	-	92,097
Comprehensive income Profit for the period	-	-	13,131	13,131	1,040	14,171
Other comprehensive income: Remeasurements of defined benefit obligations, net of deferred tax	-	47	-	47	-	47
Total other comprehensive income	-	47	-	47	-	47
Total comprehensive income	-	47	13,131	13,178	1,040	14,218
Transactions with owners in their capacity as owners Contributions by and distributions to owners: Non-controlling interests on
acquisition of subsidiary Dividends to equity holders	- -	- -	- (10,131)	- (10,131)	6,500 -	6,500 (10,131)
Balance at 30 June 2016	58,998	(496)	36,642	95,144	7,540	102,684

Condensed Consolidated Interim Financial Statements

Statement of changes in equity For the period 1 January 2017 to 30 June 2017

Unaudited Balance at 1 January 2017	Share capital €000 58,998	Reserves €000 266	Retained earnings €000 41,839	Total €000 101,103	Non controlling interests €000 8,099	Total equity €000 109,202
Comprehensive income Profit for the period	-	-	8,125	8,125	752	8,877
Transactions with owners in their capacity as owners Distributions to owners: Dividends to equity holders	-	-	(11,144)	(11,144)	-	(11,144)
Balance at 30 June 2017	58,998	266	38,820	98,084	8,851	106,935

The notes on pages 12 to 23 are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Statement of cash flows For the period 1 January 2017 to 30 June 2017

	Six months ended 30.06.17 Unaudited €000	Six months ended 30.06.16 Unaudited €000
Cash flows from operating activities
Operating profit	14,610	12,295
Adjustments for: Depreciation and amortisation Net increase in provisions and write-	17,968	17,592
downs in relation to receivables and inventories	575	(140)
Voluntary retirement costs	-	805
Provisions for pensions	6	56
	33,159	30,608
Changes in working capital:
Inventories	(182)	597
Trade and other receivables	(967)	4,745
Trade and other payables	(3,416)	(2,166)
Cash generated from operations	28,594	33,784
Interest received	-	106
Interest paid on bank overdrafts	(23)	(75)
Tax paid	(452)	(429)
Tax refund received	-	160
Payments under voluntary retirement scheme	(601)	(1,050)
Payments in relation to pension obligations	(50)	(56)
Net cash generated from operating activities	27,468	32,440

Condensed Consolidated Interim Financial Statements

Statement of cash flows For the period 1 January 2017 to 30 June 2017

	Six months ended 30.06.17 Unaudited €000	Six months ended 30.06.16 Unaudited €000
Cash flows from investing activities Payments to acquire property, plant and equipment and intangible assets Payments for acquisition of subsidiaries, net of cash	(15,530)	(25,046)
acquired	-	(4,375)
Payment for acquisition of associate	-	(18)
Amounts advanced to joint venture	-	(16)
Net cash used in investing activities	(15,530)	(29,455)
Cash flows from financing activities
Repayment of bank and other loans	(11,096)	(10,430)
Proceeds from bank and other loans	10,000	11,183
Dividends paid	(3,733)	(8,483)
Loan interest paid	(1,067)	(1,483)
Net cash used in financing activities	(5,896)	(9,213)
Net movements in cash and cash equivalents	6,042	(6,228)
Cash and cash equivalents at beginning of period	3,462	(3,593)
Exchange differences on cash and cash equivalents	(10)	19
Movement in cash pledged as guarantees	36	51
Cash and cash equivalents at end of period	9,530	(9,751)

The notes on pages 12 to 23 are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

1 General information

GO p.l.c. ("the Company") is a limited liability company domiciled and incorporated in Malta. The condensed consolidated interim financial statements of the Company as at 30 June 2017 and for the six-month period then ended comprise the Company and its subsidiaries (together referred to as the "Group"). The Group is Malta's leading integrated telecommunications services provider and its high speed networks form the backbone of the island's modern communications infrastructure. The services provided by the Group include fixed-line and mobile telephony, data and TV services for consumers and business clients. The Group also provides business clients with data centre facilities and ICT solutions.

The Group also operates in Cyprus through Cablenet Communication Systems Limited ("Cablenet") which provides broadband, cable TV and telephony services to consumers and business clients.

The Company also has an interest in an associate, Forthnet S.A. registered in Greece, which provides fixed-line telephony, broadband and satellite TV services in Greece.

The consolidated financial statements of the Group as at and for the year ended 31 December 2016 are available upon request from the Company's registered office at Fra Diegu Street, Marsa, MRS 1501, Malta. They are also available for viewing on its website at www.go.com.mt.

This condensed consolidated interim financial information was approved for issue by the Board of Directors on 4 August 2017.

The condensed consolidated interim financial information has been reviewed, not audited, in accordance with the requirements of ISRE 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'.

2 Basis of preparation

The condensed consolidated interim financial information as at and for the six-month period ended 30 June 2017 has been prepared in accordance with International Financial Reporting Standards as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34, 'Interim Financial Reporting'). The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which have been prepared in accordance with IFRSs as adopted by the EU.

Financial position of the Group

As at 30 June 2017, the Group's current liabilities exceeded its current assets by €30.1 million (2016: €28.2 million). The Group envisages that a significant level of earnings will be generated throughout the forthcoming financial year, through its cash generating units, which will enable the Group to manage effectively its forecasted cash flows and liquidity needs. The Group has unutilised banking facilities which are considered in the context of the Group's liquidity management programme. These factors are embedded within the Group's cash flow forecasts.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

3 Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2016, as described in those annual financial statements.

(a) Standards, interpretations and amendments to published standards effective in 2017

In 2017, the Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group's accounting period beginning on 1 January 2017. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group's accounting policies impacting the Group's financial performance and position.

(b) Standards, interpretations and amendments to published standards that are not yet effective

Certain new standards, amendments and interpretations to existing standards which are mandatory for accounting periods beginning after 1 January 2017 have been published by the date of authorisation for issue of this financial information. The Group has not early adopted these revisions to the requirements of IFRSs as adopted by the EU. The Company's directors are of the opinion that there are no requirements that will have a possible significant impact on the Company's consolidated financial statements in the period of initial application, subject to the assessment referred to below.

IFRS 15, 'Revenue from contracts with customers' deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 'Revenue' and IAS 11 'Construction contracts' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2018 and earlier application is permitted. The Group is assessing the impact of IFRS 15.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

4 Operating segments

The Group has three reportable segments, which are effectively the Group's strategic business units and cash-generating units. The strategic business units offer different services or services in a distinct market, and are managed separately because they require different technology or marketing strategies. The following summary describes the operations in each of these three reportable segments:

Telecommunication Services (Telecommunications CGU - Malta) comprise the Group's fixedline telephony services, mobile telephony services, digital television services, sale of broadband, internet services and other business communication solutions provided within Malta.

Telecommunication Services (Telecommunications CGU - Cyprus) comprises the operations of the Cypriot subsidiary, Cablenet, operating within the telecommunications sector in Cyprus. These operations constitute a reportable segment in view of the specific nature and characteristics of the Cypriot telecommunications sector, giving rise to a varied degree of business risks and returns. The Company provides broadband, cable television and television services.

Data Centre Services (Data Centre CGU) comprise the Group's data centre activities including co-location services, in Malta.

The Group's internal reporting to the Board of Directors and Senior Management is analysed according to these three segments. For each of the strategic business units, the Board of Directors reviews internal management reports at least on a monthly basis.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

4 Operating segments (continued)

	Telecommunications			Data Centre		Total
		Malta		Cyprus
	30.06.17	30.06.16	30.06.17	30.06.16	30.06.17	30.06.16	30.06.17	30.06.16
	€000	€000	€000	€000	€000	€000	€000	€000
Revenue from external customers	56,229	54,093	15,386	14,352	9,371	8,231	80,986	76,676
Inter-segment revenue	829	1,057	-	-	431	152	1,260	1,209
Reportable segment profit before tax	9,176	7,422	634	1,720	3,713	2,853	13,523	11,995
	30.06.17	31.12.16	30.06.17	31.12.16	30.06.17	31.12.16	30.06.17	31.12.16
	€000	€000	€000	€000	€000	€000	€000	€000
Reportable segment assets	161,984	167,370	81,113	82,900	16,053	12,204	259,150	262,474
Reportable segment liabilities	95,370	95,822	41,624	43,937	15,221	13,487	152,215	153,246

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

4 Operating segments (continued)

A reconciliation of reportable segment results, assets and liabilities, to the amounts presented in the consolidated financial statements, is as follows:

	30.06.17 €000	30.06.16 €000
Profit Total profit before tax for reportable segments Consolidation adjustments	13,523 -	11,995 5,096
Consolidated profit before tax	13,523	17,091
Assets Total assets for reportable segments Consolidation adjustments Inter-segment eliminations Consolidated total assets	30.06.17 €000 259,150 - (11,526) 247,624	31.12.16 €000 262,474 (1,994) (10,728) 249,752
Liabilities Total liabilities for reportable segments Consolidation adjustments Inter-segment eliminations	152,215 - (11,526)	153,246 (1,968) (10,728)
Consolidated total liabilities	140,689	140,550

5 Property, plant and equipment

(a) Acquisitions and disposals

During the six months ended 30 June 2017, the Group acquired assets, primarily plant and equipment, with a cost of €10.8 million (six months ended 30 June 2016: €12.6 million excluding the impact of the acquisition of subsidiaries).

(b) Capital commitments

The following are capital commitments of the Group:

	30.06.17 €000	31.12.16 €000
Contracted for	2,941	1,892
Authorised but not yet contracted for	5,553	2,526
	8,494	4,418

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

6 Acquisition of subsidiaries

Acquisition of Cablenet Communication Systems Limited

On 28 March 2014, GO entered into a share purchase agreement with (i) Cablenet Communication Systems Limited ("Cablenet"), a limited liability company incorporated under the Laws of Cyprus, and (ii) Mr Nicolas Shiacolas (being the legal, registered and beneficial owner of the entire issued share capital in Cablenet), for the purchase by GO from Mr. Shiacolas of an initial stake of 25% of the issued share capital (with an equivalent amount of voting rights) of Cablenet in exchange for a convertible loan of €12 million granted in instalments on preestablished dates to Cablenet. The loan was not subject to interest until 31 December 2017.

The Company had the option to convert the loan into equity by 31 December 2017, such that upon conversion the total number of shares held by the Company will be equal to 45% of the issued share capital of Cablenet.

The agreement also granted the Company an option to acquire a controlling stake in Cablenet until 30 June 2018, by acquiring an additional number of shares at a pre-established price such that upon acquisition the total number of shares held by the Company will be equal to 51% of the issued share capital of Cablenet.

In January 2016 GO p.l.c. announced that at a Board meeting, it was agreed to proceed with the option of converting into equity the loan provided to Cablenet. Through the conversion of the €12 million loan, GO's shareholding in Cablenet increased from 25% to 45% of the issued share capital of Cablenet.

GO also announced that it would exercise the option included in the Share Purchase Agreement to acquire a further 6% of the issued share capital of Cablenet at the pre-established consideration of €3 million, thus increasing GO's shareholding to 51% in order to acquire control over Cablenet. The acquisition provided GO with access and exposure to the telecommunications sector in Cyprus.

Considering the terms within the Share Purchase Agreement, the Group assessed whether any rights it has are protective (rather than substantive), whether rights held by the other investor are protective and whether the other shareholder has substantive rights that can prevent the Group from directing Cablenet's activities. GO's Board of Directors have concluded that the other shareholder's rights are protective rights which are designed to protect the interests of the party without giving that party power over the entity. Accordingly, the Group has the power to exercise control over Cablenet according to this analysis.

Details of the purchase consideration are as follows:

	€000
Fair value of initial 25% equity holding in Cablenet as at acquisition date Fair value of €12 million receivable as at acquisition date Intrinsic value of embedded derivatives as at acquisition date Purchase price of further 6% equity holding	11,335 11,001 3,397 3,000
Total fair value of purchase consideration	28,733

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

6 Acquisition of subsidiaries (continued)

Acquisition of Cablenet Communication Systems Limited (continued)

The equity holding in Cablenet prior to acquiring control, equivalent to 25% was fair valued at acquisition date on the basis of the amounts reflected in the table above. A gain arising on this remeasurement is recognised in profit or loss amounted to €6.1 million.

The fair values of identifiable assets and liabilities of Cablenet as at date of acquisition were as follows:

	€000
Property, plant and equipment	25,196
Intangible assets:
International capacity	10,794
Brand	4,295
Customer relationships	12,480
Others	618
Current assets (principally trade and other receivables)	4,407
Non-current borrowings	(24,904)
Trade and other payables	(11,089)
Current borrowings	(8,696)
Deferred tax liabilities	(2,263)
Net identifiable assets acquired	10,838
Net identifiable assets attributable to non-controlling interests	(5,668)
	5,170
Goodwill	23,563
	28,733

Goodwill is mainly attributable to synergies and economies of scale expected from combining the operations of GO and Cablenet. Non-controlling interests have been measured at the related proportion of the net identifiable assets at acquisition.

The goodwill which arose due to the above acquisition was based on the fair values of the consolidated assets and liabilities of the acquired companies as at 1 January 2016. In the six month period to 30 June 2017, Cablenet contributed revenue of €15.4 million (2016: €14.4 million) and profit of €1.4 million (2016: €1.9 million).

Acquisition of Kinetix IT Solutions Limited

In January 2016, GO p.l.c. announced that GO Data Centre Services Limited finalised the acquisition of 51% of the issued share capital of Kinetix IT Solutions Limited for a consideration of €1.2 million. Kinetix IT Solutions Limited is principally engaged in providing managed IT services, a service offering that subsidiaries of GO Data Centre Services Limited have been developing in the past years and that is also ancillary to services currently provided by these subsidiaries.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

6 Acquisition of subsidiaries (continued)

Acquisition of Kinetix IT Solutions Limited (continued)

This acquisition is expected to give rise to synergies within the Group, especially with operations of the subsidiaries of GO Data Centre Services Limited.

GO Data Centre Services Limited has been granted the option to purchase the remaining 49% of the share capital at a pre-established price until 30 June 2018. Subject to a number of conditions stipulated in the share purchase agreement, including achievement of EBITDA targets, the vendors have been granted the option to sell the remaining 49% of the share capital at a pre-established price during the period from 1 January 2018 to 30 June 2018.

Details of the purchase consideration are as follows:
Fair value of initial 51% equity holding in Kinetix as at acquisition date	1,200

The fair values of identifiable assets and liabilities of Kinetix as at date of acquisition were as follows:

	€000
Property, plant and equipment	20
Intangible assets:
Brand	507
Customer relationships	1,122
Current assets (principally trade and other receivables)	1,536
Trade and other payables	(918)
Deferred tax liabilities	(570)
Net identifiable assets acquired	1,697
Net identifiable assets attributable to non-controlling interests	(832)
	865
Goodwill	335
	1,200

Non-controlling interests have been measured at the related proportion of the net identifiable assets at acquisition.

The goodwill which arose due to the above acquisition was based on the fair values of the consolidated assets and liabilities of the acquired companies as at 1 January 2016. In the six month period to 30 June 2017, Kinetix contributed revenue of €1.9 million (2016: €1.1 million) and profit of €0.3 million (2016: €0.2 million).

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

6 Acquisition of subsidiaries (continued)

Payments for acquisition of subsidiaries, net of cash acquired

The amounts presented in the statement of cash flows for 2016 comprise the payments referred to above of €3 million for Cablenet and €1.2 million for Kinetix, net of cash and cash equivalents attributable to both operations taken over at acquisition date.

7 Investment in Forthnet SA

During the year ended 31 December 2016, subsequent to a restructuring process, the Company became the direct owner of a total of 24,887,737 shares in Hellenic Company for Telecommunications and Telematic Applications S.A. (Forthnet) a Greek company listed on the Athens Stock Exchange. Forthnet provides fixed line telephony services, broadband services and satellite TV services in Greece. Forthnet is categorised as an associate of GO in view of the significant influence emanating from the level of shareholding and voting power held, equivalent to a total direct shareholding of 22.605% and equivalent voting power. The carrying amount of this investment was nil as at 30 June 2017 and 31 December 2016.

As at 30 June 2017, the listed price of Forthnet's equity quoted on the Athens Stock Exchange, within the Companies under Surveillance segment, was €0.39 per ordinary share taking cognisance of the thin trading activity levels on the Stock Exchange. Accordingly, the value of GO's interest in Forthnet, based on the quoted price of the equity as at 30 June 2017 was €9.7 million.

8 Provisions for pensions

As disclosed in the annual financial statements, GO p.l.c. was required to set up a pension scheme in favour of ex-Cable and Wireless employees following a judgement by the Court of Appeal on 7 July 2008. Subsequently the Company also received other claims for pension rights from a number of employees and former employees. The Company established the scheme on 1 July 2009 with effect from 1 January 1975. Subsequent to the setting up of the scheme, the Company offered a number of beneficiaries a one-time lump sum settlement in lieu of joining the scheme.

As at 30 June 2017, the Company estimated that its obligations towards the remaining potential beneficiaries amounted to €6.3 million (31 December 2016: €6.3 million).

9 Dividends paid

A dividend in respect of the year ended 31 December 2016 of €0.11 (2015: €0.10) per share, amounting to €11,144,154 (2015: €10,131,049), was proposed by the Board of Directors. The dividend was approved for payment by the Board of Directors during the Annual General Meeting held on 3 May 2017. Until 30 June 2017, dividends paid amounted to €3,732,529. The remaining balance was paid during in July 2017 following instructions by the controlling shareholder.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

10 Contingencies

There were no major changes in the contingencies of the Company and its subsidiaries from those disclosed in the consolidated financial statements of the Group for the year ended 31 December 2016.

11 Related parties

(a) Parent and ultimate controlling party

The Company and its subsidiaries have a related party relationship with Société Nationale des Télécommuncations (Tunisie Telecom), the Company's ultimate parent, related entities ultimately controlled by Tunisie Telecom, together with the Company's Directors (key management personnel). The Company announced on 23 August 2016 that 65.4% of the issued share capital of the Company had been transferred to TTML Limited, a wholly owned subsidiary of Tunisie Telecom, which is registered in Malta, with effect from that date. Subsequent to the change in the Company's shareholders, Dubai Holding LLC (GO's former ultimate parent) and all entities ultimately controlled by it are still considered to be related parties, in view of Dubai Holding LLC's interest in and significant influence on GO's current ultimate parent. The Tunisian Government holds a 65% shareholding in Tunisie Telecom, and Emirates International Telecommunications (EIT), a subsidiary of Dubai Holding LLC, owns the other 35%.

(b) Related party transactions

Consistent with the disclosures in the audited financial statements for the year ended 31 December 2016, the Group has a related party relationship with its ultimate parent and entities ultimately controlled by it (see above); key management personnel together with close members of their family and entities controlled by them.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

11 Related parties - continued

(b) Related party transactions - continued

The principal related party transactions during the six month period under review comprise:

Six months		Six months
	ended	ended
	30.06.17	30.06.16
	€000	€000
Current ultimate parent and related entities
Services provided to	12	37
Services provided by	1,486	1,629
Dividends	7,288	-
Expenses paid on behalf of	21	-
Finance income from	-	299
Former ultimate parent
Dividends	-	6,079
Expenses paid on behalf of	-	215

(c) Related party balances

The principal balances with related parties are analysed as follows:

	30.06.17 €000	31.12.16 €000
Current ultimate parent and related entities
Amounts payable to	7,295	-
Amounts receivable from	30	-

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2017 to 30 June 2017

12 Fair values of financial instruments

The Group is required to disclose fair value measurements by level of a fair value measurement hierarchy for financial instruments (Level 1, 2 or 3). The different levels of the fair value hierarchy are defined as fair value measurements using:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly i.e. as prices, or indirectly i.e. derived from prices (Level 2).
• Inputs for the asset or liability that are not based on observable market data i.e. unobservable inputs (Level 3).

At 30 June 2017 and 31 December 2016, the carrying amounts of financial instruments not carried at fair value comprising cash at bank, receivables, payables, accrued expenses and short-term borrowings reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation. The fair value of advances to related parties and other balances with related parties, which are short-term or repayable on demand, is equivalent to their carrying amount.

The fair value of non-current financial instruments for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The fair value of the Group's non-current floating interest rate bank borrowings at the end of the reporting period is not significantly different from the carrying amounts. The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments' contractual interest rates, are deemed observable and accordingly these fair value estimates have been categorised as Level 2.

Statement pursuant to Listing Rule 5.75.3

I hereby confirm that to the best of my knowledge:

• the condensed consolidated interim financial statements give a true and fair view of the financial position of the Group as at 30 June 2017, and of its financial performance and cash flows for the six-month period then ended in accordance with International Financial Reporting Standards as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34, 'Interim Financial Reporting');
• the Interim Directors' report includes a fair review of the information required in terms of Listing Rules 5.81 to 5.84.

Nizar Bouguila Chairman

4 August 2017

Independent auditor's report

To the Board of Directors of GO p.l.c. Report on Review of Condensed Consolidated Interim Financial Information

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of GO p.l.c. as at 30 June 2017, the related condensed consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the six-month period then ended and the explanatory notes ('the interim financial information'). The directors are responsible for the preparation and fair presentation of this interim financial information in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34 'Interim Financial Reporting'). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

This report, including its conclusion, has been prepared for the Company for the purpose of the Listing Rules of the Malta Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34 'Interim Financial Reporting'.

PricewaterhouseCoopers

78 Mill Street Qormi Malta

Fabio Axisa Partner

4 August 2017

a) The maintenance and integrity of the GO p.l.c. website is the responsibility of the Directors of the Company; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the condensed consolidated interim financial information since this was initially presented on the website. b) Legislation in Malta governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.