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Hili Properties Plc

Interim / Quarterly Report Aug 30, 2022

2044_rns_2022-08-30_5917a101-53a8-4564-be79-9e1e8bea2753.pdf

Interim / Quarterly Report

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COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by Hili Properties p.l.c. (the "Company") in terms of Listing Rule 5.16.20

QUOTE

The Company hereby announces that the Board of Directors has approved the Company's half yearly financial report and unaudited Interim Financial Statements for the period ending 30th June 2022.

The Financial Statements are attached herewith and are also available for viewing on the Company's website:

https://hiliproperties.com/companys-financial-statements/

UNQUOTE

By order of the Board

Mr. Adrian Mercieca Company Secretary

30 August 2022

Interim Financial Report (Unaudited)

For the period 1 January 2022 to 30 June 2022

Contents

Page

Interim Directors' report
Pursuant to
Capital Market Rules
5.75.2
2
-
6
Condensed Statements of Profit or Loss and other Comprehensive Income 7
Condensed Statement of Financial Position 8-9
Condensed
Statement of Changes in Equity -
Group
10
Condensed Statement of Changes in Equity -
Holding Company
11
Condensed Statement of Cash Flows 12
Notes to the condensed interim Financial Statements 13
-
29
Statement Pursuant to Capital Market Rules
5.75.3 issued by the Listing Authority
30

Interim Directors' Report Pursuant to the Capital Market Rules 5.75.2 For the period ended 30 June 2022

Pursuant to the Capital Market Rules 5.75.2 for period 1 January to 30 June 2022

The directors present their interim report, together with the unaudited interim condensed financial statements of the Company and its subsidiaries (the "group") ("the condensed interim financial statements") for the period from 1 January 2022 to 30 June 2022.

Principal activities

The principal activity of the Hili Properties p.l.c. group is to hold and rent immovable property. Hili Properties p.l.c. also acts as a holding company.

Business model

Hili Properties is a strategic investor in commercial real estate in Europe's most thriving cities and up-and-coming locations. Driven to build value and growth through expert, effective asset management, Hili Properties is focused on realizing potential, nurturing relationships with communities, and enhancing tenant experience.

Performance review

The published figures have been extracted from the unaudited management financial statements for the half-year ended 30 June 2022 and its comparative period in 2021.

The Group

During the period under review, the group has registered an operating profit of €3,028,690 (June 2021: €2,228,168) on revenues of €5,078,144 (June 2021: €3,788,519). After accounting for finance costs and investment losses, the group registered a profit before tax of €672,824 (June 2021: €694,885).

The group's net assets at the end of the period amounted to €111,280,267 compared to €110,880,921 as at 31 December 2021. The outlook of the operating activity of the Group is expected to remain positive.

Earnings before interest, tax and depreciation (EBITDA) for the current period amount to Eur4,174,382 as compared to the comparative period of 30 June 2021 Interim financial report of Eur2,387,559. The higher EBITDA achieved during the current period is attributed to the operations of the newly acquired subsidiaries over the prevailing period.

Interim Directors' Report Pursuant to Capital Market Rules 5.75.2 (continued)

For the period ended 30 June 2022

Performance review (continued)

In the first quarter of the year, the group has successfully concluded the acquisition of a major shopping centre in Latvia, and also finalised the acquisition of the shares in Harbour APM, holding the Benghajsa Land, which accounts to around 92,000 sqm of land. These two acquisitions have taken up the total square meters owned by the group from 94,813 sqm in December 2021 to 194,676 sqm by June 2022. Likewise, investment property has increased from €124,625,723 in December 2021 to €170,163,731 by June 2022.

In accordance with the company's strategic plans, as at the period end, the group has also successfully disposed of 2 of the properties held for sale, with the third property being sold in July 2022.

The company

During the period ended 30 June 2022, the company registered a loss before tax of €1,415,594 (June 2021: €1,478,116). The net assets of the company at the end of the period amounted to €92,822,619 compared to €94,261,840 as at 31 December 2021.

Future outlook

The group continues managing its current portfolio of properties, and to acquire and dispose of properties as necessary with the purpose of meeting the needs of its business operations.

Fundamental aim is to grow the portfolio with attractively located, high quality, income-producing investment properties to deliver income and capital growth through active asset management. The group intention is to source its investment opportunities mainly through the Group's extensive network of relationships, which includes the corporate and private landlords, brokers, domestic banks and others.

Looking at the economic environment, inflation levels have increased worldwide and specifically in the EU where the group operates the Harmonised Index of Consumer Prices (HICP) inflation is now expected to average an all-time high. The value of the Group's property portfolio may fluctuate as a result of the above along with other factors outside the Group's control, such as changes in regulatory requirements and applicable laws, geopolitical effects, the condition of financial markets, potentially adverse tax consequences and interest rates.

Interim Directors' Report Pursuant to the Capital Market Rules 5.75.2 (continued)

For the period ended Irrespective of global macro issues that currently exist, the group owns a solid portfolio of real assets which provide strong cash flow. Having already acquired a prestigious industrial asset towards the end of 2021 and other prime commercial assets in the first and third quarter of 2022, the group remains committed to the execution of its plan, to grow its portfolio of assets responsibly and sustainably across Europe and share its value with all our stakeholders. 30 June 2022

Listing and IPO Issue

Hili Properties Plc, as the parent company of the Hili Properties plc group, was successfully listed on the Malta Stock Exchange on the 26th of October 2021, with the first trading day of its ordinary shares being on 22 December 2021 ("IPO").

The IPO has resulted in the listing of the Company's equity and an increase of the issued share capital, with the total number of shares issued of 100,892,700. All shares of the Company are ordinary shares, with a nominal value of Eur0.20 each, and all have the same shareholders' rights.

The authorised share capital of the Company was increased from Eur60,000,000 to Eur120,000,000 and the issued and called up share capital of the Company was increased from Eur40,400,000 to Eur60,000,000.

Interim Directors' Report Pursuant to Capital Market Rules 5.75.2 (continued)

For the period ended 30 June 2022

Post balance sheet events

On the 3rd of August 2022 the group acquired 75% of the issued share capital of Baneasa Real Estate S.R.L., owner of MIRO Office Building in Bucharest. The Company has also agreed to enter into an SPA for the acquisition of the remaining 25% in 2 years' time. The acquisitions being made during the year are in line with the prospectus issued in October 2021, whereby from the original targeted acquisitions amounting to around 30Million in 2022, the group has already increased its investment property by around 80Million, excluding the Benghajsa land.

MIRO Office Building is a newly built A Class mixed-use property developed in the Baneasa area, with approx. 23,000 sqm of leasable area spread out over 5 levels and with a 1,700 sqm outdoor plaza. It features a convenient location, right on DN1 National Road of Bucharest, providing direct access to the city centre, the northern business hubs and the airport. Its extensive list of reputable tenants includes KPMG, Rovere, COS, Eaton, Neoclinique, Speedwell, Stradale/Mitzu, Jura and Hisky.

Miro has been designed to be a unique, inspiring place of work, with a layout and facilities that shape a motivating space. The property was developed with a focus on the well-being of its occupants and on sustainability as evidenced by its BREEAM 'Excellent' and WELL 'Platinum' certifications. Miro is a testimony to the group's vision to leave a positive impact on the communities it invests through sustainable buildings.

Interim Directors' Report Pursuant to the Capital Market Rules 5.75.2 (continued)

For the period ended 30 June 2022

Preparation of the Condensed Consolidated Interim Financial Statements

This report is being published in terms of the Listing Rule 5.75.2 of the Capital Market Rules issued by the Listing Authority and has been prepared in accordance with the applicable Capital Market Rules and International Accounting Standard 34 - Interim Financial Reporting. This half-yearly report comprises the reviewed (but not audited) condensed consolidated interim financial statements. The financial statements published in this half-yearly report have been condensed in accordance with the requirements of IAS 34. These 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 statements have been extracted from the audited financial statements for the year ended 31 December 2021 and the management accounts for the period ending 30 June 2022.

Approved by the board of directors and signed on its behalf on the 30th August 2022 by:

Pier Luca Demajo Georgios Kakouras Chairman Managing Director

_______________________________ _________________________

Condensed Statement of Profit or Loss and Other Comprehensive Income

For the period ended 30 June 2022

Group Holding Company
1 Jan - 30 1 Jan - 30 1 Jan - 30 1 Jan - 30
Jun Jun Jun Jun
2022 2021 2022 2021
Unaudited Unaudited Unaudited Unaudited
Revenue 5,078,144 3,788,519 45,000 45,000
Other operating income 15,464 28,296 - -
Administrative expenses (2,064,918) (1,588,647) (1,010,345) (718,273)
Operating profit/ (loss) 3,028,690 2,228,168 (965,345) (673,273)
Net investment losses (459,393) (800) - -
Finance income 1,577,529 132,124 789,696 482,266
Finance costs (3,474,002) (1,664,607) (1,239,945) (1,287,109)
Profit/(loss) before taxation 672,824 694,885 (1,415,594) (1,478,116)
Income tax (expense)/credit (267,408) (169,914) (23,627) 41,525
Profit/(loss) for the period 405,416 524,971 (1,439,221) (1,436,591)

Other comprehensive income for the period:

translation of foreign
operation
(6,070)
(37,301)
-
Total comprehensive
income/(expense) for the
period 399,346 487,670 (1,439,221) (1,436,591)
Exchange differences on -

Condensed Statement of Financial Position

As at 30 June 2022

Group Holding Company
30 June 31 December 30 June 31 December
2022 2021 2022 2021
Notes Unaudited Audited Unaudited Audited
ASSETS AND LIABILITIES
Non-current assets
Intangible assets 15,712 15,688 15,665 15,665
Property, plant and
equipment 71,410 75,392 1,976 2,415
Investment property 5 170,163,731 124,625,723 2,500,000 2,500,000
Property held for sale - 11,970,000 - 3,700,000
Investment in subsidiaries 6 - - 54,979,939 29,979,939
Deposit on acquisition of
investment 6 - 24,500,000 - 24,500,000
Loans and receivables 1,225,136 1,225,136 47,691,944 34,919,408
Trade and other
receivables 7 129,932 127,254 - -
Deferred tax assets 295,687 295,687 - -
Right-of-use asset 100,721 114,312 - -
Restricted cash 2,239,356 1,803,507 - -
Total non-current assets 174,241,685 164,752,699 105,189,524 95,617,427
Current assets
Loans and receivables 154,894 3,089,432 33,461,380 21,794,056
Trade and other
receivables
7 6,186,638 3,439,797 417,512 2,385,730
Property held for sale 5,400,000 - 3,700,000 -
Current tax assets 221,015 220,655 219,954 219,940
Cash and cash equivalents 31,659,454 37,193,295 1,198,214 26,714,686
Total current assets 43,462,001 43,943,179 38.997,060 51,114,412
Total assets 217,703,686 208,695,878 144,186,584 146,731,839

Condensed Statement of Financial Position (continued) As at 30 June 2022

Group Holding Company
30 June 31 December 30 June 31 December
2022 2021 2022 2021
Notes Unaudited Audited Unaudited Audited
Current liabilities
Trade and other payables 8 3,758,938 3,299,242 2,032,879 1,921,507
Other financial liabilities - 721,802 3,421,228 2,706,106
Lease liability 29,254 32,864 - -
Bank loans 9 5,033,838 4,796,331 - -
Current tax liability 732,168 481,809 23,627 -
Total current liabilities 9,554,398 9,332,048 5,477,734 4,627,613
Non-current liabilities
Other financial liabilities 302,028 62,682 8,575,716 10,570,184
Bank loans 9 53,765,163 47,703,593 - -
Other payables 8 509,929 509,929 - -
Debt securities in issue 10 36,747,768 36,709,455 36,747,768 36,709,455
Lease liability 71,805 84,945 -
Deferred tax liabilities 5,472,328 3,412,305 562,747 562,747
Total non-current
liabilities 96,869,021 88,482,909 45,886,231 47,842,386
Total liabilities 106,423,419 97,814,957 51,363,965 52,469,999
Net assets 111,280,267 110,880,921 92,822,619 94,261,840
EQUITY
Share capital 80,178,540 80,178,540 80,178,540 80,178,540
Legal reserve 151,385 151,385 - -
Other reserve (496,331) (496,331) (496,331) (496,331)
Share premium 6,973,027 6,973,027 6,973,027 6,973,027
Loss offset reserve 748,427 748,427 748,427 748,427
Foreign exchange reserve (292,312) (286,242) - -
Retained earnings 24,017,531 23,612,115 5,418,956 6,858,177
Total equity 111,280,267 110,880,921 92,822,619 94,261,840

_______________________________ _________________________

Pier Luca Demajo Georgios Kakouras Chairman Managing Director

Condensed Statement of Changes in Equity

For the period ended 30 June 2022

Group Share
capital
Loss
offset
reserve
Legal
Reserve
Other
reserve
Share
premium
Currency
translation
reserve
Retained
earnings
Attributable
to
owners
of
the
parent
Non-controlling
interest
Total
Balance at 1 January 2021
Acquisition of minority
41,592,000 748,427 144,938 - - (255,097) 16,082,568 57,120,836 514,354 57,635,190
interest - - - - - - 231,665 231,665 (231,665) -
Profit for the period
Exchange differences on
translation of foreign
- - - - - - 331,610 331,610 24,664 356,274
operation - - - - - (34,203) - (34,203) - (34,203)
Balance at 30
June 2021
41,592,000 748,427 144,938 - - (289,300) 16,645,843 57,649,908 307,353 57,957,261
Balance at 1 January 2022 80,178,540 748,427 151,385 (496,331) 6,973,027 (286,242) 23,612,115 110,880,921 - 110,880,921
Profit for the period
Exchange differences on
translation of foreign
- - - - - - 405,416 405,416 - 405,416
operation - - - - - (6,070) - (6,070) - (6,070)
Balance at 30 June 2022 80,178,540 748,427 151,385 (496,331) 6,973,027 (292,312) 24,017,531 111,280,267 - 111,280,267

Condensed Statement of Changes in Equity (continued)

For the period ended 30 June 2022

Holding Share capital Loss offset
reserve
Other
reserve
Share
premium
Accumulated
losses
Total
Balance at 1 January 2021
`
41,592,000 748,427 - - (1,513,285) 40,827,142
Loss for the period - - - - (1,436,591) (1,436,591)
Balance at 30 June 2021 41,592,000 748,427 - - (2,949,876) 39,390,551
Balance at 1 January 2022 80,178,540 748,427 (496,331) 6,973,027 6,858,177 94,261,840
Loss for the period - (1,439,221) (1,439,221)
Balance at 30 June 2022 80,178,540 748,427 (496,331) 6,973,027 5,418,956 92,822,619

Condensed Statement of Cash Flows

For the period ended 30 June 2022

Group Holding Company
1 Jan - 30 Jun 1 Jan - 30
Jun
1 Jan - 30 Jun 1 Jan - 30 Jun
2022 2021 2022 2021
Unaudited Unaudited Unaudited Unaudited
Cash flows from operating activities
Cash flow generated from/ (used in)
operations
3,278,411 2,502,313 664,435 (1,424,409)
Interest paid (1,022,650) (780,217) (336,652) (377,982)
Interest received 81,201 88,017 795,529 482,266
Income tax paid (108,022) (326,307) (14) (144,041)
Net cash flows from/ (used in)
operating activities 2,228,940 1,483,806 1,123,299 (1,464,166)
Cash flows from investing activities
Additions to investment property (476,695) (694,773) - -
Acquisition of subsidiaries (12,517,564) - (500,000) -
Loans granted to related parties - - (25,235,389) (351,872)
Proceeds from disposal of investment
property 2,372,527 - - -
Net cash flows used in investing
activities
(10,621,732) (694,773) (25,735,389) (351,872)
Cash flows from financing activities
Proceeds from bank loans - 4,938,740 - -
Proceeds from loans from related
parties 5,000,000 - - 1,207,839
Repayment of bank loans
Repayment of loans granted by related
(1,698,059) (1,706,911) - -
parties (1,071) (1,097,419) (904,381) -
Transfers to restricted cash (435,849) (404,698) - -
Net cash flows from financing
activities 2,865,021 1,729,712 (904,381) 1,207,839
Net movement in cash and cash
equivalents (5,527,771) 2,518,745 (25,516,472) (608,199)
Cash and cash equivalents at the
beginning of the year 37,193,295 3,058,382 26,714,686 629,986
Effects of translation from functional
currency to presentation currency (6,070) (37,301) - -
Cash and cash equivalents at the end
of the period 31,659,454 5,539,826 1,198,214 21,787

Notes to the condensed interim financial statements For the period ended 30 June 2022

1. Basis of preparation

The condensed interim financial statements for the six months ending on 30 June 2022 have been extracted from the unaudited management accounts of the Group and the Company and have been prepared in accordance with IAS 34 - Interim Financial Reporting.

Hili Properties p.l.c. is the group's ultimate parent company and is a public limited company incorporated in Malta with registration number C57954. The registered address of the holding company is Nineteen Twenty-Three, Valletta Road, Marsa. As disclosed in note 9, it has bonds issued on the Malta Stock Exchange.

2. Significant accounting policies

The condensed consolidated interim financial statements as at end of 30 June 2022 have 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 accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the group's and holding company's annual financial statements for the year ended 31 December 2021, and corresponding interim period.

(i) Other pronouncements

Other accounting pronouncements which have become effective from 1 January 2021 and have therefore been adopted do not have a significant impact on the group's and holding company's financial results or position.

Standards, amendments, and Interpretations to existing Standards that are not yet effective and have not been adopted early by the Group

Several new, but not yet effective, standards, amendments to existing standards, and interpretations have been published by the IASB. None of these standards, amendments or Interpretations have been adopted early by the Group. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations neither adopted nor listed by the Group have not been disclosed as they are not expected to have a material impact on the Group's financial statements.

3. Judgements and estimates

When preparing the condensed consolidated interim financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

Notes to the condensed interim financial statements For the period ended 30 June 2022

3. Judgements and estimates (continued)

The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed consolidated interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the group's and holding company's annual financial statements for the year ended 31 December 2021.

4. Segmental Reporting

The segment reporting of the group is made in terms of the location which it conducts its business in, as the risks and rates of return are affected predominantly by differences in the services provided in the different locations. The group is currently organised into five main business segments: Malta, Latvia, Estonia, Lithuania and Romania. Each of these operating segments is managed separately as each of these lines requires local resources. All inter segment transfers for management services are carried out on a cost basis.

The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.

Each of these operating segments is managed separately as each of these lines requires local resources. All inter segment transfers for management services are carried out on a cost basis.

Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the period. The group's reportable segments under IFRS 8 are direct sales attributable to each line of business.

Measurement of operating segment profit or loss, assets and liabilities

Segment profit represents the profit earned by each segment after allocation of central administration costs based on services provided. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

The accounting policies of the reportable segments are the same as the group's accounting policies. Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported below:

Notes to the condensed interim financial statements For the period ended 30 June 2022

4. Segmental Reporting (continued)

Group
1 January to 1 January to
30 June 2022 30 June 2021
Unaudited Unaudited
Profit before taxation
Total profit for reportable segments 2,738,987 1,752,366
Unallocated amounts:
Finance costs (1,245,778) (870,814)
Other unallocated amounts (820,385) (186,667)
672,824 694,885
Assets 30 June 2022 31 December 2021
Unaudited (Audited)
Total assets for reportable segments 267,768,953 179,866,581
Elimination of inter segment receivables (139,509,836) (91,950,510)
Unallocated amounts
Non-current assets held for sale 3,700,000 27,000,000
Other financial assets 15,712 18,081
Loans and receivables 83,735,482 64,220,477
Current tax asset 375,228 219,937
Cash and Cash equivalents 1,198,214 26,714,685
Other unallocated amounts - 2,682
217,703,686 208,695,878
Liabilities 30 June 2022 31 December 2021
Unaudited (Audited)
Total liabilities for reportable segments 180,303,789 125,239,821
Elimination of inter segment payments (141,467,702) (101,031,838)
Unallocated amounts
Trade and other payables 1,825,754 2,495,351
Other financial assets 23,339,758 33,839,398
Current tax liabilities 111,305 -
Debt securities in issue 36,747,768 36,709,455
Deferred tax liabilities 562,747 562,747
106,423,419 97,814,957

The Group's revenue and results from continuing operations and information about its net assets by reportable segment are detailed below:

Notes to the condensed interim financial statements

For the period ended 30 June 2022

4. Segmental reporting (continued)

Eliminations
1 January to 30 June 2022 Malta Latvia Estonia Lithuania Romania Total Unallocated adjustments Consolidated
Revenue 780,616 2,475,759 54,998 148,787 1,572,984 5,033,144 45,000 - 5,078,144
Profit (loss) before tax 749,627 1,207,102 54,225 36,537 691,496 2,738,987 (1,450,343) (615,820) 672,824
Depreciation and amortisation (86) (26,635) - - (396) (27,117) (440) - (27,557)
Finance costs (165,708) (1,355,340) - (239,664) (467,511) (2,228,223) (1,245,778) - (3,474,001)
Income tax expense (234,098) (49) - (5,394) (4,240) (243,781) (23,627) - (267,408)
Segment assets 98,737,924 139,007,699 2,161,741 15,514,263 41,987,142 297,408,770 166,735,464 (246,440,549) 217,703,686
Investment property 50,873,398 72,137,596 1,600,000 4,720,000 38,332,737 167,663,731 2,500,000 - 170,163,731
Additions to investment property 25,773,398 19,771,379 - - - 45,544,777 - - 45,544,777
Segment liabilities 46,478,107 95,038,753 926,710 13,241,731 24,690,282 180,375,583 67,515,538 (141,467,702) 106,423,419

Notes to the condensed interim financial statements

For the period ended 30 June 2022

4. Segmental reporting (continued)

1 January to 30 June 2021 Malta Latvia Estonia Lithuania Romania Total Unallocated adjustments Consolidated
Revenue 800,832 1,332,197 54,998 144,453 1,456,039 3,788,519 - - 3,788,519
Profit (loss) before tax 378,231 711,346 45,834 97,013 519,942 1,752,366 (870,814) (186,667) 694,885
Depreciation and amortisation (526) (27,146) - - (395) (28,067) - - (28,067)
Finance costs (137,311) (229,603) - (11,655) (415,224) (793,793) (870,814) - (1,664,607)
Income tax expense (152,653) (64) - (13,637) (3,560) (169,914) - - (169,914)
Segment assets 100,378,548 46,945,226 2,176,041 4,914,868 41,611,600 196,026,283 8,271,803 (51,458,834) 152,839,252
Investment property 30,549,999 30,496,116 1,700,000 4,860,000 38,196,827 105,802,942 - - 105,802,942
Additions to investment property - - - - 694,773 694,773 - - 694,773
Segment liabilities 31,197,652 31,220,268 933,923 2,532,879 26,650,865 92,535,587 48,608,647 (51,467,733) 89,676,501

Notes to the condensed interim financial statements

For the period ended 30 June 2022

5. Investment property

Group Retail/
commercial
Office Other Group
properties properties properties total
1 January
2021
(audited) 70,901,315 31,347,841 2,950,000 105,199,156
Acquired on business
combination 20,730,000 - - 20,730,000
Additions 678,422 - - 678,422
Increase in fair value 1,644,837 - 750,000 2,394,837
Decrease in fair value (555,860) - - (555,860)
Exchange differences (109,871) - - (109,871)
Transferred to
property held for sale - - (3,700,000) (3,700,000)
Reclassifications 9,157,357 (9,168,318) - (10,961)
At 1 January 2022
(audited)
102,446,200 22,179,523 - 124,625,723
Additions 45,528,863 15,915 - 45,544,777
Disposals (7,624) - - (7,624)
Exchange differences 855 - - 855
At 30 June 2022
(unaudited)
147,968,294 22,195,438 - 170,163,731
Holding company Office
properties
Other
properties
Group
total
At 1 January 2021
(audited) 2,500,000 2,950,000 5,450,000
Increase in fair
value - 750,000 750,000
Transfer to
property held for
sale - (3,700,000) (3,700,000)
At
1 January
2022 (audited)
2,500,000 - 2,500,000
Additions - - -
At 30 June 2022
(unaudited)
2,500,000 - 2,500,000

Notes to the condensed interim financial statements

For the period ended 30 June 2022

5. Investment property (continued)

The fair value of investment properties amounts to €170,163,731 (2021: €124,625,723). The directors are of the opinion that the fair value of the investment properties did not alter significantly from the values reported in December 2021.

6. Investment in subsidiaries

Holding Company 30 June 31 December
2022 2021
Unaudited Audited
Balance at the beginning of
the period
29,979,939 29,977,245
Acquisition of subsidiary 25,000,000 2,694
Balance at the end of the
period 54,979,939 29,979,939

During the course of the period ending 30 June, 2022, the company has successfully concluded the acquisition of shares in Harbour APM (Investments). As a result, the amount of Eur24,500,000 was transferred from deposit on acquisition of investment, to shares in subsidiaries.

Notes to the condensed interim financial statements

For the period ended 30 June 2022

7. Trade and other receivables

Group Holding
company
31 31
30 June December 30 June December
2022 2021 2022 2021
Unaudited Audited Unaudited Audited
Trade receivables 473,169 242,704 417,512 2,071
Other receivables 5,160,035 381,088 - 145,888
Amounts due from
related parties - 141,748 - 240
Amounts due from
parent - 2,229,279 - 2,175,000
Prepayments and
accrued
income
683,366 572,232 - 62,531
Total trade and other
receivables 6,316,570 3,567,051 417,512 2,385,730
Less: amounts expected
to be settled within 12
months (6,186,638) (3,439,797) (417,512) (2,385,730)
Amounts expected to
be settled after 12
months (shown under
non-current assets) 129,932 127,254 - -

No interest is charged on trade and other receivables.

Notes to the condensed interim financial statements

For the period ended 30 June 2022

8. Trade and other payables

Group Holding company
30 June
2022
Unaudited
31
December
2021
Audited
30 June
2022
Unaudited
31
December
2021
Audited
Trade payables 2,860,243 510,495 2,030,013 98,789
Amounts due to other
related parties
Amounts due to group
- 554,732 - 552,336
companies - - - -
Amounts due to ultimate
parent
company
409,513 217,843 2,866 210,659
Other payables
Accruals and deferred
437,700 838,911 - 50,566
income 561,411 1,687,190 - 1,009,157
Total trade and other
payables
Less: amounts
expected
4,268,867 3,809,171 2,032,879 1,921,507
to be settled within
12
months
(3,758,938) (3,299,242) (2,032,879) (1,921,507)
Amounts expected to
be settled after 12
months (shown under
non-current liabilities) 509,929 509,929 - -

No interest is charged on trade and other payables.

Notes to the condensed interim financial statements

For the period ended 30 June 2022

9. Bank loans

Group Holding company
30 June 31 December 30 June 31 December
2022 2021 2022 2021
Unaudited Audited Unaudited Audited
Bank loans 58,799,001 52,499,924 - -
Less: amount due for
settlement within 12 months
(shown under current
liabilities
(5,033,838) (4,796,331) - -
Amount due for settlement
after 12 months
53,765,163 47,703,593 - -

Bank loans are payable as follows:

Group Holding company
30 June 31 December 30 June 31 December
2022 2021 2022 2021
Unaudited Audited Unaudited Audited
On demand within one year 5,033,838 4,796,331 - -
Between one and five years 21,808,142 22,775,436 - -
After five years 31,957,021 24,928,157 - -
58,799,001 52,499,924 - -

The group's bank loans facilities bear effective interest of around 4% p.a.

The facilities are secured by special hypothecs over the investment property of the group, a general hypothec over the assets of the group, guarantees provided by other related party and a pledge over rent receivable from the company's tenants.

Notes to the condensed interim financial statements For the period ended 30 June 2022

10. Debt securities in issue

Group and holding company
30 June 31 December
2022 2021
Unaudited Audited
4.5% unsecured bonds redeemable 2025 36,747,768
================
36,709,455
================

In October 2015, the Company issued 370,000 4.5% unsecured bonds of a nominal value of €100 per bond. The bonds are redeemable at their nominal value in 2025. Interest on the bonds is due and payable annually on 16 October of each year.

The bonds are listed on the Official List of the Malta Stock Exchange. The carrying amount of the bond is net of direct issue costs of €766,271 which are being amortised over the life of the bond. The market value of debt securities on the last trading day before the statement of financial position date was €37,555,000 (2021: €37,925,000). The bonds are guaranteed by Harbour (APM) Investments Limited and Hili Estates Limited. The full terms of the guarantee are disclosed in the bond prospectus.

Notes to the condensed interim financial statements For the period ended 30 June 2022

11. Related party transactions

During the period, the Company and the group entered into transactions with related parties set out below.

Group 1 Jan - 30 Jun 2022 1 Jan - 30 Jun 2021
Unaudited
Related Related Unaudited
party Total party Total
activity activity activity activity
% %
Revenue:
Related party
transactions with:
Parent company 213,347 - 210,408 -
Other related
parties 1,090,098 - 1,008,899 -
1,303,444 5,078,144 26% 1,219,307 3,788,519 32%
Administrative
expenses
Related party
transactions with:
Parent company 350,000 - 350,000 -
350,000 2,064,918 17% 350,000 1,588,647 22%
Finance income
Related party
transactions with:
Parent company 61,438 - 128,931 -
Other related
parties 1,510,881 - - -
1,572,319 1,577,529 99% 128,931 132,124 98%
Finance cost
Related party
transactions with:
Other related
parties 1,511,057 - 42,691 -
1,511,057 3,474,002 43% 42,691 1,664,607 3%

Notes to the condensed interim financial statements For the period ended 30 June 2022

11. Related party transactions (continued)

Holding
company 1 Jan - 30 Jun 2022
Unaudited
1 Jan - 30 Jun 2021
Unaudited
Related Related
party
activity
Total
activity
% party
activity
Total
activity
%
Administrative
expenses
Related party
transactions
with:
Parent company 350,000 - 350,000 -
350,000 1,010,345 35% 350,000 718,273 49%
Finance income
Related party
transactions
with:
Subsidiaries
Other related
795,529 - 396,787 -
parties - - 85,479 -
795,529 789,696 100% 482,266 482,266 100%
Finance cost
Related party
transactions
with:
Subsidiaries
Other related
369,131 - 373,604 -
parties 5,834 - 42,691 -
374,965 1,239,945 30% 416,295 1,287,109 32%

No expense has been recognised in the period for bad or doubtful debts in respect of amounts due by related parties and there are no provisions for doubtful debts in respect of outstanding amounts due by related parties.

12. Fair values of financial assets and financial liabilities

At 30 June 2022 and 31 December 2021, the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short-term maturities of these assets and liabilities.

Notes to the condensed interim financial statements For the period ended 30 June 2022

12. Fair values of financial assets and financial liabilities (continued)

The fair values of the debt securities in issue are disclosed in Note 9. The fair values of the other non-current financial liabilities and the non-current financial assets are not materially different from their carrying amounts due to the fact that the interest rates are considered to represent market rates at the year end. The fair values of the financial assets and financial liabilities included in the level 2 and level 3 categories below have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

  • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

  • Level 3 inputs are unobservable inputs for the asset or liability.

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the company and the group determines when transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period.

The following table provides an analysis of financial instruments that are not measured subsequent to initial recognition at fair value, other than those with carrying amounts that are reasonable approximations of fair value, and other than investments in subsidiaries, associates and jointly controlled entities, grouped into Levels 1 to 3.

Notes to the condensed interim financial statements

For the period ended 30 June 2022

12. Fair values of financial assets and financial liabilities (continued)

Group Level 1 Level 2 Level 3 Total Carrying
amount
Unaudited Unaudited Unaudited Unaudited Unaudited
2022
Financial assets
Loans and
receivables
- receivables from
related parties
- trade and other
- - 1,380,030 1,380,030 1,380,030
receivables - - 5,633,204 5,633,204 5,633,204
As at 30 June
2022
- - 7,013,234 7,013,234 7,013,234
Financial
liabilities
Financial liabilities
at amortised cost
- other financial
liabilities
- trade and other
- - 302,028 302,028 302,028
payables - - 4,268,867 4,268,867 4,268,867
- bank borrowings - 58,799,001 - 58,799,001 58,799,001
- debt securities 36,747,768 - - 36,747,768 36,747,768
As at 30 June
2022
36,747,768 58,799,001 4,570,895 100,117,664 100,117,664
Carrying
Level1 Level2 Level3 Total amount
Audited Audited Audited Audited Audited
2021
Financial assets
Deposit on the
acquisition of
investment
Loans and
- 24,500,000 - 24,500,000 24,500,000
receivables
- receivables from
related parties
- trade and other
- - 4,314,568 4,314,568 4,314,568
receivables - - 2,994,819 2,994,819 2,994,819
As at 31 December
2021
- 24,500,000 7,309,387 31,809,387 31,809,387

Notes to the condensed interim financial statements

For the period ended 30 June 2022

12. Fair values of financial assets and financial liabilities (continued)

Carrying
Level 1 Level 2 Level 3 Total amount
Unaudited Unaudited Unaudited Unaudited Unaudited
Financial liabilities
Financial liabilities at
amortised cost
- other financial
liabilities
- trade and other
- - 784,484 784,484 784,484
payables - - 3,809,171 3,809,171 3,809,171
- bank borrowings - 52,499,924 - 52,499,924 52,499,924
- debt securities 36,709,455 - - 36,709,455 36,709,455
As at 31 December
2021
36,709,455 52,499,924 4,593,655 93,803,034 93,803,034
Holding company Carrying
Level 1 Level 2 Level 3 Total amount
Unaudited Unaudited Unaudited Unaudited Unaudited
2022
Financial assets
Loans and
receivables
- receivables from
related parties
- trade and other
receivables
-
-
-
-
81,153,324
417,512
81,153,324
417,512
81,153,324
417,512
As at 30 June 2022 - - 81,570,836 81,570,836 81,570,836
Financial
liabilities
Financial liabilities
at amortised cost
- other financial
liabilities
- trade and other
payables
-
-
-
-
11,996,944
2,032,879
11,996,944
2,032,879
11,996,944
2,032,879
- debt securities 36,747,768 - - 36,747,768 36,747,768
14,029,823 50,777,591 50,777,591
As at 30 June 2022 36,747,768 -

Notes to the condensed interim financial statements

For the period ended 30 June 2022

12. Fair values of financial assets and financial liabilities (continued)

Carrying
Level 1 Level 2 Level 3 Total amount
Audited Audited Audited Audited Audited
2021
Financial assets
Deposit on the
acquisition of investment
- 24,500,000 - 24,500,000 24,500,000
Loans and receivables
- receivables from related
parties - - 56,713,464 56,713,464 56,713,464
- trade and other
receivables
- - 2,323,199 2,323,199 2,323,199
As at 31 December 2021 - 24,500,000 59,036,663 83,536,663 83,536,663
Financial liabilities
Financial liabilities at
amortised cost
- other financial
liabilities - 2,706,106 10,570,184 13,276,290 13,276,290
- trade and other
payables
- - 1,921,507 1,921,507 1,921,507
- debt securities 36,709,455 - - 36,709,455 36,709,455
As at 31 December 2021 36,709,455 2,706,106 12,491,691 51,907,252 51,907,252

Statement Pursuant to Listing Rule 5.75.3 issued by the Listing Authority

For the period ended 30 June 2022

We confirm that to the best of our knowledge:

  • a) The condensed interim financial statements give a true and fair view of the financial position of Hili Properties p.l.c. (the "company") and its subsidiaries (the "group") As at 30 June 2022, and the financial performance and cash flows of the company and the group for the six month period then ended, which have 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); and
  • b) The interim Directors' report includes a fair review of the information required in terms of the Capital Market Rules 5.81 to 5.84.

Approved by the Board of Directors on the 30th August, 2022 and signed on its behalf by:

_______________________________ _________________________

Pier Luca Demajo Georgios Kakouras Chairman Managing Director

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