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Admie (IPTO) Holding S.A.

Interim / Quarterly Report Dec 2, 2019

2714_10-q_2019-12-02_91d5a5ea-d5fd-47f8-ac2e-fee271e31999.pdf

Interim / Quarterly Report

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ADMIE HOLDING S.A.

Interim Financial Report for the period from 1st January to 30 th September, 2019 according to the International Financial Reporting Standards (IAS 34)

The attached Interim condensed Financial Statements are those approved by the Board of Directors of ADMIE HOLDING S.A. on 29 November 2019.

INTERIM STATEMENT OF FINANCIAL POSITION 3
INTERIM STATEMENT OF COMPREHENSIVE INCOME 4
INTERIM STATEMENT OF CASH FLOWS 5
INTERIM STATEMENT OF CHANGES IN EQUITY 6
1.
GENERAL INFORMATION 7
2.
FRAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS 7
2.1 BASIS OF THE RESTATEMENT 7
2.2 GENERAL 8
2.3 GOING CONCERN BASIS 8
2.4 RISK OF MACROECONOMIC AND BUSINESS ENVIRONMENT IN GREECE 8
2.5 NEW STANDARDS, MODIFICATIONS OF STANDARDS AND INTERPRETATIONS 9
2.6SIGNIFICANT ACCOUTING ESTIMATES AND JUDGEMENTS OF THE MANAGEMENT11
2.7 BASIC ACCOUNTING POLICIES12
3.
INVESTMENST ACCOUNTED FOR USING THE EQUITY METHOD17
4.
PAYROLL FEES18
5.
TANGIBLE AND INTANGIBLE ASSETS18
5.1.
TANGIBLE ASSETS18
5.2.
INTANGIBLE ASSETS18
6.
THIRD PARTY FEES 18
7.
THIRD PARTY SERVICES19
8.
FINANCIAL EXPENSES/INCOME19
9.
OTHER EXPENSES 19
10. OTHER RECEIVABLES19
11. CASH AND CASH EQUIVALENTS19
12. SHARE CAPITAL19
13. OTHER RESERVES 20
14. TRADE AND OTHER PAYABLES20
15. ACCRUED AND OTHER LIABILITIES20
16. TRANSACTIONS WITH RELATED PARTIES20
17. SUBSEQUENT EVENTS20
18. INCOME TAX (CURRENT AND DEFERRED) 20
19. EARNINGS PER SHARE 20
20. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS21

INTERIM STATEMENT OF FINANCIAL POSITION

ASSETS Note 30/09/2019 31/12/2018
(Restated)
Non- current assets:
Tangible assets
Intangible assets
5.1
5.2
4
5
5
7
Investment that is accounted using
the equity method
3 561.372 550.577
Total non-current assets 561.382 550.589
Current Assets:
Other receivables 10 14.120 9.907
Cash and cash equivalents 11 9.414 4.843
Total current assets 23.535 14.750
Total assets 584.917 565.338
LIABILITIES & EQUITY
Equity:
Share capital 12 491.840 491.840
Legal reserve 734 734
Other reserves 13 7.887 8.034
Retained earnings 83.589 64.710
Total equity 584.051 565.318
Current Liabilities:
Trade and other payables 14 865 20
Accrued and other liabilities 15 1 -
Total current liabilities 866 20
Total equity and liabilities 584.917 565.338

The accompanying notes on pages 7 to 21 form an integral part of the present financial statements.

INTERIM STATEMENT OF COMPREHENSIVE INCOME

Note 01/01/2019-
30/09/2019
01/01/2018-
30/09/2018
3 32.770 29.281
(74)
5 (3) (3)
6 (15) (8)
7 (81) (13)
(3)
(60)
32.544 29.120
8 (1) -
8 277 115
32.820 29.235
(147) -
32.673 29.235
€0,141 €0,126
4
9
(66)
(2)
(59)

The accompanying notes on pages 7 to 21 form an integral part of the present financial statements.

INTERIM STATEMENT OF CASH FLOWS

- 01/01/2019-
30/09/2019
01/01/2018-
30/09/2018
Cash flows from operating activities
Profit before tax
Adjustments for: 32.820 29.235
Depreciation 3 3
Share of profit in associate company (IPTO 51%) (32.770) (29.281)
Financial income (277) (115)
Financial expenses 1 -
Operating profit before working capital changes (223) (157)
(Increase)/ Decrease
Receivables
1.504 3
Increase/ (Decrease)
Trade payables
( 844 -
Other payables and accrued expenses 1
2.126
-
(154)
Net cash flows from operating activities
Cash flows from investing activities (1) (2)
Purchases of non-current assets
Net cash flows from investing activities
(1) (2)
Cash flows from financing activities
Dividends received from IPTO S.A.
21.827 10.210
Dividends payments to the shareholders (6.333) -
Interim dividend payment to the shareholders (13.340) (6.300)
Financial expenses paid (1) -
Financial income received from Bank of Greece 293 35
Net cash flows from financing activities 2.446 3.945
Net increase in cash and cash equivalents 4.571 3.789
Cash and cash equivalents, opening balance 4.843 2.181
Cash and cash equivalents, closing balance 9.414 5.971

INTERIM STATEMENT OF CHANGES IN EQUITY

Share Legal Other Retained Total
Capital Reserve Reserves Earnings Equity
Balance as at 31/12/2017 491.840 - 3.778 23.041 518.659
Profit for the year - - 29.235 29.235
Share of actuarial gains from
investment with the equity method
- - -
Balance as at 30/09/2018 491.840 734 3.778 52.275 547.893
Profit for the year - - 13.168 13.168
Legal reserve 734 (734) -
Share of actuarial gains from
investment with the equity method - 4.256 4.256
Balance as at 31/12/2018 491.840 734 8.034 64.710 565.318
Profit for the year - - 32.820 32.820
Dividends paid (13.940) (13.940)
Share of actuarial gains from
investment with the equity method
(147) (147)
Balance as at 30/09/2019 491.840 734 7.887 83.589 584.051

The accompanying notes on pages 7 to 21 form an integral part of the present financial statements.

NOTES TO THE INTERIM FINANCIAL STATEMENTS

1. GENERAL INFORMATION

The Company has the name "ADMIE HOLDING SA" ("the Company") and the distinctive title "ADMIE HOLDING SA".

The Company's registered office is at 89 Dyrachiou Street, Athens. The company is supervised in respect of its compliance with the law by the Hellenic Capital Market Commission and the corporate governance rules. It is furthermore supervised by the Ministry of Development regarding compliance with Law 4548/2018 and by the Athens Stock Exchange as a listed company.

In the framework of the implementation of the full ownership unbundling of IPTO S.A. from PPC pursuant to Law 4389/2016 (Government Gazette A 94 / 27.05.2016), as amended and in force, by decision of the Extraordinary General Meeting of 17.01.2017 of PPC, the following were decided: a) the establishment of the Company, b) the contribution to the Company of the shares of IPTO S.A. held by PPC representing 51% of the share capital of the Company, and c) the reduction of the share capital of PPC by return in kind to PPC shareholders of the total (100%) of the Company's shares. The aforementioned transfer from PPC to the Company of shares of IPTO S.A., which represent 51% of the share capital, took place on 31.03.2017, while the relevant certification of the payment of the initial share capital of the Company was effected with the minutes no. 4 / 31.03.2017 of the Board of Directors of the Company, which were registered at the General Commercial Registry (GEMI) on 18.05.2017. (Note 12).

Therefore, the Company becomes a shareholder of 51% of IPTO S.A. and the participation is recognized with the equity method as a Joint Venture as stipulated in IFRS 11 - "Joint Arrangements" (Note 2.5).

The Company's purpose includes the following:

a. The exercise of the rights resulting from the above participation and the participation in the operation of legal persons.

  • b. The development and pursuit of any other investment activity in Greece or abroad.
  • c. Any other act or action that is relevant or promotes the above purpose.

The Company's shares are traded on the Athens Stock Exchange. The date of the Company's listing on the Athens Stock Exchange is 19/06/2017.

The financial statements for the period ended 30rd September 2019 have been prepared in accordance with the provisions of IAS 34 "Interim Financial Statements". These Interim Financial Statements do not include all the information required in the annual Financial Statements and therefore these should be interpreted in combination with the published audited Financial Statements for the year ended on 31 December, 2018.

At the date of approval of the financial statements for the period ended 30rd September 2019, the persons that hold a significant direct or indirect holding within the meaning of Articles 9 to 11 of Law 3556/2007 are:

•The Public Holding Company SA with 51.12% (118.605.114 shares)

•SILCHESTER INTERNATIONAL INVESTOR LLP with 12.98% (30.104.153 shares), which has the capacity of investment manager for the following clients: Silchester International Investors International Equity Trust, Silchester International Investors International Equity Group Trust, Silchester International Investors International Value Equity Taxable Trust, The Calleva Trust, Silchester International Investors Tobacco Free International Value Equity Trust.

•Other shareholders with 35.9% (83.290.733 shares)

The present interim financial information was approved by the Board of Directors on 29rd November 2019. It is also available at the Company's Internet address: www.admieholding.gr.

2. FRAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

2.1 BASIS OF THE RESTATEMENT

Following the suggestion of Hellenic Capital Market Commission to the management of the company to adjust the financial statements published on September 19, 2019 and to include except from IPTO SA's accounting results using the equity method, its newly established subsidiaries "Ariadni Interconnection S.P.V " and "Grid Telecom S.A." as well. Therefore, the restatement effect on the financial statements is the following:

ADMIE HOLDING S.A. Interim Financial Statements for the period from January 1st to September 30th , 2019

(Amounts presented in thousand euro unless otherwise stated)

Balance as at 31.12.2018
Item Initially published amount Adjustments Restated
amount
Investment accounted for
using the equity method
550.439 138 550.577
Retained earnings 64.572 138 64.710
Share of profit in investments
accounted for using the
equity method
42.353 138 42.491
Net profit for the period 42.265 138 42.403

2.2 GENERAL

The presented annual financial statements cover the period from 1st January to 30rd September 2019. In the preparation of the financial statements for the period ended 30rd September 2019, the same accounting principles and calculation methods are applied compared to the most recent annual financial statements (31 December 2018), except for the adoption of the following new standards and interpretations shall apply for annual periods commencing on 1st January 2019.

The interim financial statements have been prepared in accordance with the historical cost principle.

The investment in the associate company IPTO SA apart from its initial recognition in historical cost, is accounted for using the equity method.

The financial information is presented in thousands of Euros and all items are rounded to the nearest thousand unless otherwise stated. Differences in tables are due to rounding.

2.3 GOING CONCERN BASIS

The financial statements for the period ended 30rd September 2019 for the company have been prepared in accordance with the International Financial Reporting Standards ("IFRS") and it presents fairly the financial position, results and cash flows of the company based on the going concern principle.

2.4 RISK OF MACROECONOMIC AND BUSINESS ENVIRONMENT IN GREECE

The upward trend of the Greek economy continued in the first quarter of 2019, with GDP growing by 1,3% compared to the corresponding period of 2018, mainly driven by higher exports of services, private sector investments, as well as increased private consumption. On the other hand, an increase in imports and a decrease in exports of goods, limited a further upward performance.

ELSTAT has confirmed that its primary surplus of 2018 reached 4.3% of GDP under the enhanced supervision definition, exceeding the 3.5% budget target for the fourth consecutive year.

However, the Greek economy still faces a number of significant challenges, such as the relatively low growth rates and the lower than the investment class Greek government's credit rating. At the same time, there are significant risks and uncertainties coming from the external environment, such as slowdown in global economic activity due to growing trade protectionism and geopolitical tensions. Management continually assesses the situation and its possible future impact to ensure that all necessary actions and measures are taken in order to minimize the impact on the Group's Greek operations.

Given the nature of the Company's and the Group's activities, as well as the Company's sound financial position, no significant fiscal discrepancies would be expected to adversely affect its smooth operation. However, Management constantly assesses the situation and its potential impacts to ensure that all necessary and possible measures and actions are taken in a timely manner to minimize any impact on the Company's activities.

2.5 NEW STANDARDS, MODIFICATIONS OF STANDARDS AND INTERPRETATIONS

The accounting policies followed by the Company for the preparation of its interim Financial Statements have been consistently applied, taking into consideration the new standards, subsequent amendments to standards and interpretations that have been issued and are mandatory for periods beginning on or after 1.1.2019. The effect of the application of these new standards, amendments and interpretations is set out below.

Standards and Interpretations mandatory for the current financial year 2019

IFRS 16 "Leases"

On 13 January 2016 the IASB issued IFRS 16 which replaces IAS 17 Leases. The purpose of the standard is to ensure that lessees and lessors provide useful information that reasonably discloses the substance of transactions relating to leases. IFRS 16 introduces a single model for the accounting treatment on the part of the lessee requiring the lessee to recognize assets and liabilities for all lease agreements with a lease term over 12 months unless the underlying asset is of insignificant value. Regarding accounting treatment by the lessor, IFRS 16 substantially integrates the requirements of IAS 17. Therefore, the lessor continues to classify leases as operating or finance and follows a different accounting treatment for each type of contract. The new standard applies to annual accounting periods beginning on or after 1 January 2019 and was adopted by the European Union on 31 October 2017. The adoption of the new standard does not have significant impact to the company's financial statements.

IFRIC 23 "Uncertainty over Income Tax Treatments"

The interpretation provides guidance for addressing the uncertainty involved in tax treatments when accounting for income taxes. The interpretation provides additional clarification regarding the examination of uncertain tax assumptions individually or collectively, the examination of tax assumptions by the tax authorities, the appropriate method to reflect the uncertainty of the acceptance of the assumption by the tax authorities, as well as the examination of the consequences of changes in facts and circumstances. This interpretation does not have a material effect on the financial statements of company.

IFRS 9 (Amendment) "Financial Instruments - Prepayment features with negative consideration"

The amendment clarifies that financial assets allowing or requiring a party to either pay or receive fair compensation for the early termination of the contract (so that, from the perspective of the holder of the asset there may be a negative compensation) may be measured at amortized cost or at fair value through the statement of other comprehensive income. The amendment does not have a material effect on the financial statements of the Company.

IAS 28 (Amendment) "Long-term Interests in Associates and Joint Ventures"

The amendments relate to whether the measurement (and especially the impairment) of long-term investments in associates and joint ventures, which are in essence part of the net investment in the associate or joint venture, is governed by IFRS 9, IAS 28, or a combination of the two standards. The amendments clarify that an entity applies IFRS 9 before applying IAS 28 to those long-term investments for which the equity method does not apply. When applying IFRS 9, an entity does not take into account any adjustments in the carrying amount of long-term investments that arise from the application of IAS 28. These amendments have no material effect on the Company's financial statements.

IAS 19: Changes, Cuts or Settlement of a Defined Benefit Plan (Amendments)

The amendments require entities to use updated actuarial assumptions to determine current service cost and net interest for the remainder of the annual reporting period after a change, cut or settlement of the defined benefit plan is made. The amendments also clarify how the application of asset ceiling requirements is affected by the accounting treatment of a change, cut or settlement of the defined benefit plan. These amendments do not have a material effect on the financial statements of the Company.

The IASB has issued the Annual Improvements to IFRSs 2015 – 2017 Cycle, which is a collection of amendments to IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2019 with earlier application permitted. These annual improvements have not yet been endorsed by the EU.

The following amendments are not expected to have material impact on the Company's (and / or the Group's) financial statements unless otherwise stated.

  • IFRS 3 Business Combinations and IFRS 11 Joint Arrangements: The amendments to IFRS 3 clarify that when an entity obtains control of a business that is a joint operation, it remeasures previously held interests in that business. The amendments to IFRS 11 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business.
  • IAS 12 Income Taxes: The amendments clarify that the income tax consequences of payments on financial instruments classified as equity should be recognized according to where the past transactions or events that generated distributable profits has been recognized.
  • IAS 23 Borrowing Costs: The amendments clarify paragraph 14 of the standard that, when a qualifying asset is ready for its intended use or sale, and some of the specific borrowing related to that qualifying asset remains outstanding at that point, that borrowing is to be included in the funds that an entity borrows generally.

Standards and Amendments to Standards Not Adopted by the EU:

IFRS 17 «Insurance Contracts»

The standard is effective for annual periods beginning on or after 1 January 2021 and may be applied earlier if IFRS 15 Customer Income and IFRS 9 Financial Instruments - Classification and Measurement have been applied. IFRS 17 sets out the principles for the recognition, measurement, presentation and disclosure of insurance policies. It also requires that similar principles apply to reinsurance contracts held and investment contracts issued with optional equity features. The objective is to ensure that entities provide reliable information to represent these contracts reliably. The information provided permits users of financial statements to evaluate the impact of contracts that fall within the scope of IFRS 17, the statement of financial position, the financial performance and the cash flows of an entity. The new standard does not apply to the Company's financial statements.

IFRS 10 (Amendment) "Consolidated Financial Statements" and IAS 28 (Amendment) "Investments in Associates and Joint Ventures" - Sale or Contribution of Assets between an Investor and its association or joint venture

The main consequence of the amendment issued by the Board on 11 September 2014 is that the full profit or loss is recognized when a transaction includes an enterprise (whether it concerns a subsidiary or not). A partial gain or loss is recognized when a transaction includes assets that do not constitute an enterprise, even if those assets relate to a subsidiary. The amendment is effective for annual periods beginning on or after 1 January 2016 and has not been adopted by the European Union.

Amendments to References to the Conceptual Framework in IFRS Standards (issued on 29 March 2018)

On 29 March 2018 the International Accounting Standards Board (IASB) issued the revised conceptual framework which includes:

  • the objective of financial reporting,
  • the qualitative characteristics of useful financial information,
  • the definitions of an entity's assets, liabilities, equity, income and expenses,
  • the criteria for recognition and guidance on derecognition of assets and liabilities in the financial statements
  • the measurement basis and guidance about the way they should be used and,
  • concepts and guidance on presentation and disclosure.

The purpose of the conceptual framework's revision is to help preparers of financial statements to develop consistent accounting policies for transactions or other areas that are not covered by a standard or where there is choice of accounting policy. Also, the revision's purpose is to assist all parties to understand and interpret IFRS.

The International Accounting Standards Board (IASB) has also issued a complementary document, Amendments to References to the Conceptual Framework in IFRS Standards, which contains amendments to the standards that are affected in order to update the references to the revised conceptual framework.

The amendment is applicable by preparers developing accounting policies by reference to the conceptual framework, for annual periods beginning on or after 1 January 2020.

IAS 1 Presentation of Financial Statements and IAS Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Materiality (Amendments)

The amendments are effective for annual accounting periods beginning on or after January 1, 2020, while earlier adoption is permitted. The amendments clarify the definition of materiality and the way it should be applied. The new definition states that «Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity". In addition, the interpretations accompanying the definition of materiality have improved. The amendments ensure that the definition of materiality is consistent across all IFRS standards. The amendments have not yet been adopted by the European Union. The Company assess the amendment and do not expect to have significant impact in the company's financial statements.

IFRS 3: Business Combinations (Amendments)

The IASB issued amendments regarding the definition of a business (amendments to IFRS 3) in order to resolve the difficulties that arise when an entity determines whether it has acquired a business or a group of assets. The amendments apply to business combinations for which the acquisition date is determined in the first annual accounting period commencing on or after January 1, 2020 and for the acquisition of assets that occur at or after the beginning of that period, while earlier application is permitted. The amendments have not yet been adopted by the European Union. The Company assess the amendment and do not expect to have significant impact in the company's financial statements.

2.6 SIGNIFICANT ACCOUTING ESTIMATES AND JUDGEMENTS OF THE MANAGEMENT

The compilation of financial information requires the Management to make estimates, judgments and assumptions that affect the balances of the assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date and the income and expense presented in the fiscal year. Management's estimates and judgments are reviewed annually. Actual results may differ from these estimates and judgments.

The most significant judgments and estimates regarding events, the development of which could substantially alter the financial information items, are as follows:

- Control of IPTO S.A.

IFRS 10 "Consolidated Financial Statements" states that an investor controls a company when he can direct the significant business activities of the company. This is the case when the investor has all of the following:

  • Power over the company
  • Exposure or rights to variable returns from its participation in the company
  • The ability to exercise its power over the company to influence the amount of its returns

Based on IFRS 11 - "Joint Agreements", joint control exists when, on a contractual basis, decisions to direct the significant activities of a company require the unanimous consent of the parties exercising joint control.

The relations, the rights of the shareholders of IPTO SA and the way of exercising these rights are determined by the IPTO Shareholders' Contract in accordance with Law 4389.

The main points determining the exercise of control over the important activities of IPTO SA are summarized below:

Composition and decision-making of the Board of Directors («BoD»):

The Board of Directors of IPTO SA consists of nine (9) members, which are defined as follows::

Three (3) members are indicated by the Company,

Three (3) members are indicated by SGEL,

Two (2) members are indicated by «Public Holding Company S.A.»,

One (1) member is indicated by IPTO employees.

For the ordinary quorum of the Board of Directors, there is mandatory presence of five (5) members with the mandatory participation of at least one (1) Advisor appointed by SGEL and an increased quorum of seven (7) members and a majority of at least one (1) member nominated by the Company and one (1) member nominated by SGEL to take matters of major importance for the operation and promotion of the purpose of IPTO SA, such as the approval of business plans and budgets, the availability of important data, the receipt and allocation of significant loans and guarantees, the remuneration of the members of the Board of Directors, the increase of share capital and the conclusion of convertible bond loans and others.

Appointment of key management personnel:

Chief Executive Officer: The Company appoints and terminates the Managing Director of IPTO with the prior written consent of SGEL. In the event of a dispute between SGEL, the Company shall nominate three (3) additional candidates to SGEL in order to select one within seven (7) days, otherwise IPTO S.A. will award a maximum of seven (7) days for the appointment of a Special Recruitment Advisor for that reason. The Special Recruitment Advisor submits to the Company and SGEL a list of five (5) additional

candidates and each rejects from two (2) candidates in successive rounds, until one is left, and is appointed as the Managing Director of IPTO. The remuneration of the Managing Director is determined on the basis of the relevant market practice

Deputy Chief Executive Officer, Chief Financial Officer (CFO) and Deputy Chief Financial Officer: In the event that the appointment of the Managing Director does not arise through the assistance of the above-mentioned Special Recruitment Advisor, the Deputy Chief Executive Officer and the Chief Financial Officer are nominated by SGEL. In this case, the Company appoints the Deputy Chief Financial Officer. Otherwise (ie appointing a CEO after assignment to a Special Recruitment Consultant, as mentioned above), the Deputy Chief Executive Officer and Chief Financial Officer are nominated by the Company while SGEL appoints the Deputy Chief Financial Officer.

Special Issues of the General Assembly («GA.»): An increased quorum of at least 80% of the paid-up share capital is required and a majority of 80% of the shareholders represented for the decision of the General Meeting of Shareholders. on a number of issues of major importance such as, for example, the increase or decrease of the share capital and the issue of a convertible bond loan, the amendment of the Articles of Association or the special issues of the Board of Directors. and GA, for which increased quorum and majority quorums are required to resolve, liquidate, appoint a trustee or liquidator, merge, split or other corporate transformation, modify shareholder rights and other.

Consent and resolution of cases of inability to make decisions: Procedures and commitments are provided to ensure orderly decision making with the consent of both the Company and SGEL.

For the purposes of the presentation and measurement of the investment in IPTO S.A., based on the above, the Company's management has concluded that IPTO S.A. is jointly controlled by SGEL, as defined by IAS 11 - "Joint Agreements.

- Impairment of participation in IPTO SA

The management of the Company estimates at each reporting date the existence or absence of impairment indications of participation in IPTO SA and if such evidence is found, the holding is tested for impairment as described in Note 3. The management does not consider that there are any indications of impairment for the reporting date 30/09/2019.

2.7 BASIC ACCOUNTING POLICIES

Conversion of Foreign Currency

The currency of operation and presentation is the Euro. Transactions in other currencies are translated into Euro using the exchange rates applicable at the date of the transactions. Claims and liabilities in a foreign currency at the reporting date are adjusted to reflect the current exchange rates at that date. The gains or losses arising from these adjustments are included in other income or expenses in the Income Statement.

Tangible Assets

Tangible assets include furniture and other equipment and are initially recognized at their acquisition cost less accumulated depreciation and amortization. In case of withdrawal or sale, the costs of acquisition and depreciation are written off. Any gain or loss resulting from the write-off is included in the Income Statement. Their amortization is accounted for on a straight-line basis over a five-year period.

Repairs and maintenance are recorded in the expenses of the year in which they are incurred.

Intangible Assets

Intangible assets include software. Software programs are valued at their acquisition cost less accumulated depreciation and impairment. In case of withdrawal or sale, the costs of acquisition and depreciation are written off. Any gain or loss resulting from the write-off is included in the Income Statement. Software depreciation is accounted for using the straight-line depreciation method over a five-year period.

Impairment of Non-Financial Assets

At each financial statement date, the Company assesses whether or not there is evidence of impairment of its assets. These indications relate mainly to loss of the asset's value in excess of the expected, changes in the market, technology, legal status, physical condition of the asset and change in use. In the event that there is evidence, the Company calculates the recoverable amount of the asset. The recoverable amount of an asset is determined as the greater of the fair value of the asset's or the cash-generating unit's selling price (after deduction of disposal costs) and the value over the period.

The recoverable amount is determined at the level of a personalized asset unless that asset generates cash inflows that are independent of those of other assets or group of assets. When the carrying amount of an asset exceeds its recoverable amount, it is assumed that its value is impaired and adjusted to its recoverable amount. Period Value is calculated as the present value of estimated future cash flows using a pre-tax discount rate that reflects current estimates of the time value of the money and the risks associated with that asset. The fair value of the sale (net of disposal costs) is determined based on the

price of the asset on an active market and, if it does not exist, by applying a valuation model. Impairment losses are recognized in profit or loss for the period. At each reporting date, the extent to which impairment losses recognized in the past have been or have been reduced. If there are such indications, the recoverable amount of the asset is redefined. Impairment losses that have been recognized in the past are reversed only if there are changes in the estimates used to determine the recoverable amount from the recognition of the last impairment loss.

The increased balance of the asset resulting from the reversal of the impairment loss cannot exceed the amount that would have been determined (less depreciation) if the impairment loss had not been recognized in the past. Reversal of impairment is recognized in profit or loss for the period.

Receivables and Loans

It concerns financial products with identified flows that are not listed on an active market. These items are measured at amortized cost using the effective interest rate method. Gains or losses are recognized in profit or loss when the relevant items are written off or decreased, as well as through the amortization process.

Impairment of Financial Assets

The Company assesses at each reporting date the data regarding whether the value of a financial asset or a group of financial assets has been impaired.

Financial assets measured at amortized cost

If there is objective evidence of impairment of receivables and loans that are measured at amortized cost (eg financial condition of the debtor, court decisions, etc.), the amount of the impairment loss is calculated as the difference between the asset's residual and the present value of the estimated future cash flows (excluding any credit losses that have not been incurred). Cash flows are discounted using the original effective interest rate of the financial asset (the effective interest rate calculated on the initial recognition of the asset). The remainder of this asset may be impaired either by deletion or by a forecasted recognition. The current value of the financial asset is reduced by using a provision and the impairment loss is recognized in the income statement.

The Company initially examines whether there are objective evidence of impairment at the level of personalized data that is considered significant, whereas the items that are not considered to be significantly aggregated and considered as a whole. If it is concluded that there is no objective evidence of impairment for a particular asset, irrespective of its materiality, this is included in the impairment test for groups of assets with similar credit risk. Personalized financial assets that are tested for impairment and for which impairment losses continue to be recognized are not included in a consolidated data review. If, in a subsequent period, the amount of the impairment is reduced and that decrease can be correlated with an event that occurred subsequent to the recognition of the impairment loss, the amount of the loss previously recognized is reversed. Subsequent reversals of impairment losses are recognized in the income statement at the extent that the balance of the asset does not exceed its undepreciated cost at the date of reversal.

Financial Assets and Liabilities

The adoption of IFRS 9 abolished the previous classifications of financial assets in IAS 39, but did not alter the requirements for classifying and measuring financial liabilities.

According to IFRS 9, at initial recognition, a financial asset is classified as a measured asset:

  • i. At the amortized cost
  • ii. At fair value through the statement of other comprehensive income
  • iii. At fair value through profit or loss

The above classification is based on the overall model that the enterprise manages these financial assets and their contractual cash-generating features.

Impairment of Financial Assets

For the impairment of financial assets, IFRS 9 introduces the "expected credit loss" model and replaces the "realized loss" model of IAS 39. The method for determining the impairment loss in IFRS 9 applies to financial assets which are classified as amortized cost, contractual assets and debt investments at fair value through other comprehensive income, but not investments in equity instruments.

Financial assets at amortized cost consist of trade receivables, cash and cash equivalents, and corporate debt securities. According to IFRS 9, losses are measured on one of the following bases:

  • 12 months of expected credit losses (these expected losses may arise due to contractual default events within 12 months of the reporting date) (Stage 1)

  • expected lifetime credit losses (these expected losses may arise from events that occur over the life of the financial asset) (Stage 2)

(if there are objective evidence of impairment, the expected credit losses are measured over the life of the financial asset (Stage 3)

In determining whether the credit risk of a financial asset has been materially different from the initial recognition, the Company considers qualitative and quantitative information and analyzes on the basis of the same historical knowledge, including future projection in the future .

Financial assets measured at amortized cost

They are measured at amortized cost using the effective interest method. Gains and losses, including impairments and write-offs, are recognized in the income statement

Impairment for expected credit losses is a probability-weighted estimate of credit losses. Credit losses are measured at the present value (using the effective interest method) of monetary deficits, ie the present value of the difference in cash flows that the Company would receive on a contractual basis and the cash flows it expects to receive.

Losses on financial assets measured at amortized cost are deducted from the carrying amount of the assets.

Cash and cash equivalents

Cash and cash equivalents include cash, sight deposits and short-term up to 3 months of high liquidation and low risk investments.

Settlement of Financial Requirements and Liabilities

Financial assets and liabilities are offset and the net amount is reflected in the statement of financial position only when the Company has the legal right to do so and intends to settle them on a net basis with each other or to claim the asset and settle the obligation at the same time.

Interesting Loans and Credits

Loans and credits are initially recognized at cost, which reflects the fair value of the amount received less the cost of borrowing. Subsequently, they are measured at amortized cost using the effective interest rate method. For the calculation of the amortized cost, all types of borrowing and credit costs are taken into account.

Risk and Expense Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when the Company has present legal, contractual or constructive obligations as a result of past events, it is probable that they will be cleared through outflows of resources and the estimate of the exact amount of the liability can be reliably made. Provisions are reviewed at the reporting date and adjusted to reflect the present value of the expense expected to be required to settle the liability. Contingent liabilities are not recognized in the Financial Statements but are disclosed unless the probability of an outflow of resources embodying economic benefits is minimal. Contingent receivables are not recognized in the Financial Statements but are disclosed when the inflow of economic benefits is probable.

Income Tax (Current and Deferred)

Current Income Tax

Current tax expense includes income tax resulting from the Company's profits as restated in tax returns and provisions for additional taxes and surcharges for unaudited tax years and is calculated in 25 accordance with the statutory or substantively enacted tax rates at the the date of preparation of the Financial Position.

Deferred Income Tax

Deferred income tax is calculated using the liability method in all temporary differences at the date of preparation of the Financial Statements between the tax base and the carrying amount of assets and liabilities.

Deferred tax liabilities are recognized for all taxable temporary differences unless the deferred income tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction that is not a combination of companies and at the time of transaction does not affect either the accounting profit or the taxable profit or loss. Deferred tax assets are recognized for all deductible temporary differences and transferred tax assets and tax losses to the extent that it is probable that a taxable profit will be available that will be used against the deductible temporary differences and the transferred unused tax assets and unused tax losses. No deferred tax asset is recognized if it results from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction does not affect either the accounting profit or the taxable profit or loss. Deferred tax assets are reassessed at each financial position date and are reduced to the extent that it is not probable that there will be sufficient taxable profits against which part or all of the deferred income tax assets may be used. Deferred tax assets and liabilities are calculated based on the tax rates that are expected to be in force for the period when the asset is recovered or the liability is settled and is based on the tax rates (and tax laws) that are in force or have been enacted at the date of preparation of the Financial Position. Income tax relating to items that are recognized directly in other comprehensive income is recognized directly in other comprehensive income rather than in the Income Statement.

Income Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the relevant amounts can be measured reliably. Revenues from the Company's participation in the Independent Power Transmission Operator (IPTO S.A.) are accounted for in the year they concern after being approved by the competent body of the General Assembly.

Leases

The Company as a lessee records assets and liabilities for all leases agreements with a maturity of more than 12 months, unless the underlying asset is of non-significant value. The Company as a lessor categorizes leases into operating and finance leases, and follows a different accounting approach for each type of contract.

Participation in Affiliated Companies

Participation in IPTO SA was initially recognized at its fair value at the acquisition date of the shares, ie 31/03/2017, amounting to € 491.770.000 on the basis of a valuation by the audit company Deloitte accepted by the Management and published on Article 9 par. 4 and 6, in conjunction with article 7b of the Codified Law 2190/1920. 2190/1920, as it was in force, which was subjected to a contribution in kind by PPC SA to the Company, with an equal share capital identification. Subsequently, equity is recognized as a Joint Venture within the meaning of IAS 11 - "Joint Agreements", with the Company recognizing in its results and other comprehensive income its 51% proportion on the net profits and other total income respectively. The difference between the fair value and the carrying amount of the equity of the holding during initial recognition is not allocated to participating interests and therefore is not amortized but is tested for impairment.

Briefly, the initial recognition of participation was calculated as follows:

Fair value of participation in IPTO S.A. 491.770
Accounting value of IPTO's equity as of 31/03/2017 912.701
Company percentage (51%) 465.478
Excess value not allocated to assets 26.292

3. INVESTMENST ACCOUNTED FOR USING THE EQUITY METHOD

The Company's investments relate to the 51% stake in IPTO SA as described in Note 1 and was initially recognized at the fair value of € 491,770,000 on the basis of a valuation by the Deloitte Audit Company accepted by the Management and published in accordance with the " Article 9 par. 4 and 6, in conjunction with article 7b of the Codified Law 2190/1920. 2190/1920, as applicable, which was subjected to a contribution in kind by PPC SA to the Company. The fair value on initial recognition is deemed to be the deemed cost of the participation, which is subsequently accounted for using the equity method as described in the above note.

The movement of the investment for the period presented is as follows:

(amounts in thousands of Euros)

30/09/2019 31/12/2018
Opening balance 550.577 519.572
IFRS 9 effect in IPTO's financial statements (as at
01.01.2018)
(1.302)
Share on the profit of the year 32.770 43.793
Share on other comprehensive income (147) 4.256
Dividends paid (21.827) (15.743)
Closing Balance 561.373 550.577

Below, the condensed financial information are presented for the period in respect of the Group IPTO SA , according to IFRS 12, part b par b12:

Condensed Financial Information IPTO S.A.

30/09/2019 31/12/2018
Non-current assets 1.734.060 1.676.285
Current Assets 890.032 1.436.311
Total assets 2.624.092 3.112.596
Equity 1.049.159 1.028.007
Non-current liabilities 1.072.928 1.130.058
Current liabilities 502.005 954.531
Total equity and liabilities 2.624.092 3.112.596
(Amounts in Euro) 01/01/2019 01/01/2018
-30/09/2019 -30/09/2018
Sales 192.321.526 179.207.520
Profit after tax 64.255.450 59.964.822
Other comprehensive income (288.208) -
Total comprehensive income 63.967.242 59.964.822

The percentage of the results concerns the share (51%) of the Company to the results of the Group IPTO S.A. for the period.

4. PAYROLL FEES

Expenses recognized for employee benefits are analyzed in the table below:

Payroll fees 30/09/2019 30/09/2018
Personnel fees 36 54
Fees- Board of Directors 15 5
Employer's contributions 15 15
Total 66 74

5. TANGIBLE AND INTANGIBLE ASSETS

5.1. TANGIBLE ASSETS

(Amounts in €) Furniture
and fixtures
Total
Cost 7.303 7.303
Accumulated depreciation (2.601) (2.601)
Net book value as at 31.12.2018 4.702 4.702
(Amounts in €) Furniture
and fixtures
Total
Cost 8.433 8.433
Accumulated depreciation (3.946) (3.946)
Net book value as at 30.09.2019 4.487 4.487

5.2. INTANGIBLE ASSETS

(Amounts in €) Software Total
Cost 10.730 10.730
Accumulated depreciation (3.876) (3.876)
Net book value as at 31.12.2018 6.854 6.854

(Amounts in €)

Software Total
Cost 10.730 10.730
Accumulated depreciation (5.808) (5.808)
Net book value as at 30.09.2019 4.922 4.922

6. THIRD PARTY FEES

01/01- 01/01-
30/09/2018
5.985
2.445
-
14.725 8.430
30/09/2019
900
1.613
12.212

7. THIRD PARTY SERVICES

The amount of 81thousand include third party fees, accounting services expenses, technical and other third party services.

8. FINANCIAL EXPENSES/INCOME

The Income Statement of the period includes the amount of revenue of € 277 thousand relating to accrued financial income for the three month period from June till September 2019 from the Company's deposit in the Bank of Greece pursuant to the provisions of article 15 paragraph 1 of Law 2469/97 as in force Capital.

9. OTHER EXPENSES

The statement of income statement other expenses includes expenses in respect of trading rights and other expenses for the listing of the company on the Athens Stock Exchange.

10. OTHER RECEIVABLES

Current receivables includes the amount of 14.120thousand related to interim dividend distributed to the shareholders of the company at 09/08/2019, receivables from the Greek State from withholding taxes and VAT and accrued financial income for the 3 rd quarter of 2019.

11. CASH AND CASH EQUIVALENTS

30/09/2019 31/12/2018
Cash in bank 9.414 4.843
Total 9.414 4.843

All the company's cash is in euros in a National Bank account and in Bank of Greece, there are no commitments on them. There is an increase in the cash of the company due to the dividend collection by the company ADMIE SA. ADMIE SA In accordance with the Minutes of 46/19.04.2019 of the Ordinary General Meeting of the shareholders, it decided to distribute a dividend of Euro 42.798.959,00 from the taxable profits for the year 2018. The Company received the amount of Euro 21.827.469,09 received within April 2019.

In 09/08/2019 the company IPTO Holding distributed dividend for 2018 and interim dividend for 2019 amounted to 19.673.902,97.

Since November 2017, the Company has opened a cash account with the Bank of Greece pursuant to the provisions of Article 15 (1) of Law 2469/97 as it applies to Common Fund. The cash balances of General Government entities deposited with the Bank of Greece are used by the Public Debt Management Agency for the conclusion of short-term cash management operations and specific agreements for the purchase and resale of Greek Government Treasury bills. In this way, the funds transferred are fully secured and are available directly or within a few days to the operators, and through the above short-term operations, attractive returns, which for the year 2019, are guaranteed at around 2,76%.

12. SHARE CAPITAL

The Company's Share Capital was set at four hundred and ninety one million eight hundred forty thousand (491.840.000) euro and was paid as below:

Α. By cash amounting to seventy thousand euros (70,000.00) to the account No. 10400351143 of the Company kept at the National Bank of Greece on 30 March on behalf of the Public Power Corporation SA.

Β. According to the delivery receipt protocol dated 31 March 2017 drawn up and signed between the President of PPC SA and Chairman and Managing Director of the Company, the Company was handed over the no. 1 permanent share title issued by IPTO SA, in which the shares with serial number from number 1 to number 19.606.539, ie the amount of four hundred ninety one million seven hundred seventy thousand euros (491.770.000), which corresponds to the valuation of 51% of the share capital of IPTO SA valued by the audit firm "Deloitte" and has been published in accordance with article 9 par. 4 and 6 in combination with article 7b of the codified law. 2190/1920 as in force and which is the subject of a contribution in kind by PPC SA to the Company.

According to no. 4 / 31.03.2017 minutes of the Company's Board of Directors certifying the full coverage and payment of the share capital to the Company was registered under No. 4 / 998571 registration at GEMI on 18 May 2017.

13. OTHER RESERVES

The other reserves include an amount of 7.887 thousand, which is related to 51% of other income - actuarial gains under IAS 19 of the associate IPTO SA for the previous year.

14. TRADE AND OTHER PAYABLES

The balance shown in the Balance Sheet on 30.09.2019 in the Company's trade and other payables relates mainly to non-current liabilities to third parties (Accountants, Expenditures, etc.) due within the next month.

15.ACCRUED AND OTHER LIABILITIES

For the nine-month period of 2019 the amount of accrued liabilities amounted to 900 euros related to accrued rent expenses from the associated company IPTO S.A.

16.TRANSACTIONS WITH RELATED PARTIES

There are no transactions with related parties except from the rent expense (see also note 15).

17. SUBSEQUENT EVENTS

There are no subsequent events for further disclosure.

18. INCOME TAX (CURRENT AND DEFERRED)

For the year 2017,2018 and the current year the company has been subject to the tax audit of the sworn-in as provided by the provisions of article 65a of Law 4174/2013. For the year 2018 the audit is in progress, but the management estimates that no substantial changes in the Company's tax liabilities are expected to occur as reflected in the financial statements of the period.

The company is not subject to income tax because its sole income is the dividend of the relative, which will be finalized in the next financial year after the approval of the Annual General Meeting of the company. and will be included in article 48 of Law 4172/2013 as exempt income. As the income tax will not be due for the collection of this dividend, the difference between the accounting and tax base becomes permanent and therefore deferred income tax is not recognized. For the remainder of the difference of the bases, no deferred income tax is recognized for the sale of the holding because the Company does not intend to sell its participation in the foreseeable future.

19. EARNINGS PER SHARE

Basic and diluted earnings per share are calculated by dividing the profit / (loss) attributable to the Company's shareholders by the weighted average number of ordinary shares outstanding during the period.

1.1.2019-30.09.2019 1.1.2018-30.09.2018
Profit after tax 32.820 29.235
Profit attributable to the shareholders 32.820 29.235
Weighted Average Number of shares
Basic and diluted earnings per share
(€ per share)
232.000.000 232.000.000
0,141 0,126

20.COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

There are no commitments, contingent liabilities and contingent assets for disclosure.

The accompanying interim condensed financial statements are those approved by the Board of Directors of ADMIE Holding SA. on November 29, 2019.

PRESIDENT OF THE BOD VICE PRESIDENT OF THE BOD CHIEF ACCOUNTANT

I. ROUSOPOULOS Ι. KAMPOURIS M. VIZA

ID No. Χ085318 ID No. ΑΙ036584 Licence No.: A0100864

Accounting A.E. Accounting Office Licence No.: 1494

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