GO Plc

Interim / Quarterly Report • Aug 9, 2016

COMPANY ANNOUNCEMENT

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

Quote

In a meeting held earlier today 9 August 2016, the Board of Directors of the Company approved the attached Group Interim Unaudited Financial Statements for the six-month period ended 30 June 2016.

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

Unquote

Dr. Francis Galea Salomone LL.D. Company Secretary

9 August 2016

Condensed Consolidated Interim Financial Statements

For the Period 1 January 2016 to 30 June 2016

Company Registration Number: C 22334

Condensed Consolidated Interim Financial Statements

For the period 1 January 2016 to 30 June 2016

Contents

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

Interim Financial Information

Directors' Report pursuant to Listing Rule 5.75.2

For the period 1 January 2016 to 30 June 2016

This Half-Yearly Report is being published in terms of Chapter 5 of the Listing Rules of the Listing Authority – Malta Financial Services Authority and the Prevention of Financial Markets Abuse Act, 2005. The Half-Yearly Report comprises the reviewed (not audited) condensed consolidated interim financial statements for the six months ended 30 June 2016 prepared in accordance with International Financial Reporting Standards adopted for use in the EU for interim financial statements (International Accounting Standard 34, 'Interim Financial Reporting'). The condensed consolidated interim financial statements have been reviewed in accordance with the requirements of ISRE 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. The comparative statement of financial position has been extracted from the audited financial statements for the year ended 31 December 2015.

Principal activities

The Group is Malta's leading integrated telecommunications services provider and its high speed networks form the backbone of the island's modern communications infrastructure. The services provided by the Group include fixed-line and mobile telephony, data and TV services for consumers and business clients. The Group also provides business clients with data centre facilities and ICT solutions. During the current interim period the Group enhanced its ICT solutions portfolio with the acquisition of 51% of the share capital of Kinetix IT Solutions Limited ("Kinetix").

The Group also operates in Cyprus through Cablenet Communication Systems Limited ("Cablenet") which provides broadband, cable TV and telephony services to consumers and business clients. During the current interim period GO increased its shareholding in Cablenet from 25% to 51%.

The Company also has an interest in a jointly-controlled entity, Forgendo Limited, a company registered in Cyprus. As at the reporting date, Forgendo Limited held an investment in an associate (Forthnet S.A.) registered in Greece, which provides fixed-line telephony, broadband and satellite TV services in Greece. After the reporting date the investment in Forthnet was distributed to Forgendo's shareholders in direct proportion to their shareholding in Forgendo.

Insofar as the electronic communications operations are concerned, the Company and certain of its subsidiary companies are regulated by and are subject to the provisions of the Electronic Communications (Regulation) Act, 2004 and regulations issued thereunder.

Review of financial performance

This interim reporting period is characterised by the consolidation of the results of Cablenet and Kinetix. The consolidation of the results of these two subsidiaries has had a positive effect on Group results. However, Group results were also negatively impacted by lease charges payable to Malta Properties Company p.l.c., the property arm that the Group spun-off in 2015.

GO Group reports improved results for the six months period ended 30th June 2016, with revenues amounting to €76.7 million (2015: €60.7 million), earnings before interest, tax, depreciation and amortisation (EBITDA) of €29.9 million (2015: €25.1 million) and a profit before tax of €17.1 million (2015: €13.0 million). This performance is the result of the Group's inorganic growth strategy and various successful initiatives to grow retail revenues and control costs.

Higher Group's revenue figures reflect the consolidation, for the first time, of revenues of €14.4 million generated by Cablenet. GO also experienced growth in revenue from its telecommunications business driven by growth in both retail as well as wholesale activities.

Directors' Report pursuant to Listing Rule 5.75.2

For the period 1 January 2016 to 30 June 2016

Review of financial performance (continued)

Revenue growth is driven by strategic investments in networks. The ongoing rollout of Fibre-to-the-Home ("FTTH") is leading to growth in GO's Broadband and TV client base, as the reach of FTTH extends to new towns and villages. Fixed-voice connections have also stabilised. Over the past year, GO also made significant investments in mobile. In June, GO completed the rollout of Malta's only fibre connected 4G network. The enhanced customer experience which this offers is leading to a larger mobile customers and growth in usage of mobile data.

These investments, together with the ongoing improvement in GO's product portfolio, continue to strengthen GO's position in the retail market. Its overall client base now represents more than 500,000 connections across the main retail products, a significant portion through bundled services. Such sustained growth encourages the Company to persevere with its investment programme, particularly with FTTH, and to further enhance its product offering with the highly successful bundled Limitless mobile plans and Limitless Homepack.

Cost of sales and administration costs amounted to €64.9 million, an increase of €17.2 million over the comparative period as Group results now also include costs related to the newly acquired companies. The Group's cost structure is negatively impacted by property lease charges from Malta Properties Company p.l.c.. This is now a separate entity, which no longer forms part of the Group following the spin-off last year. Costs also include depreciation charges related to the new 4G mobile network and amortisation charges of intangible assets created as a result of acquiring both Cablenet and Kinetix.

Earnings before interest, tax, depreciation and amortisation (EBITDA) improved from €25.1 million during the first six months of 2015 to €29.9 million during the current interim period under review. EBITDA margin decreased marginally from 41.4% to 39.0% mainly as a direct consequence of property lease charges. The impact of property lease charges, depreciation of the 4G network and amortisation of assets arising from the acquisition of Cablenet and Kinetix resulted in a reduction in operating profit from €13.7 million to €12.3 million, however, thanks to the gain arising from the acquisition of a subsidiary, amounting to €6.1 million, profit before tax rose to €17.1 million (2015: €13.0 million).

The acquisitions of Cablenet and Kinetix also bolstered the Group's cash flows and financial position significantly. Cash generation from operations remains strong across the Group, increasing from €22.7 million in the first six months of 2015 to €32.4 million during the period under review. This enabled the Group to fund investments of €29.4 million (2015: €16.7 million) and financing activities, including payment of dividends, of €9.2 million (2015: €11.1 million).

The consolidation of Cablenet in particular increased the asset base of the Group from €207.6 million as at December 2015 to €265.7 million as at June 2016. The main reason for this increase are assets related to the acquisition of Cablenet including network infrastructure, rights over international subsea cable, client base and goodwill. As at 30 June 2016, the Group's borrowings net of cash holdings amounted to €87.0 million, an increase in net debt of €39.9 million over December 2015, mainly as a result of debt related to Cablenet. Group net debt position is expected to improve by €16.0 million as GO expects Malta Properties Company p.l.c. to repay its loan in the coming months.

Commentary on performance

The Group is following a clear strategy focused on growing its telecommunications business in Malta as well as beyond. These results validate GO's strategy as it delivers value to clients, employees and shareholders thanks to growth in revenue, profitability and customer connections both in Malta as well as in Cyprus.

Directors' Report pursuant to Listing Rule 5.75.2

For the period 1 January 2016 to 30 June 2016

Commentary on performance (continued)

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

Various significant investments have been made in the areas of mobile internet which climaxed with the nationwide launch of 4G in June. Furthermore, investments in FTTH are extending fibre to new towns and villages. These significant investments are all part of a major programme being implemented over a number of years having as its primary objective the delivery to GO's clients of an unparalleled quality of service seamlessly over mobile and fixed-line technologies.

In the Business segment, GO remains the undisputed leader in providing Total Communications solutions. The infrastructure with which GO services the Business community is unmatched in terms of the capabilities, resiliency and redundancy provided. Furthermore, the investment in Kinetix enhances GO's capabilities to serve better its extensive base of business clients.

Cablenet is a growing company and a challenger in the Cypriot telecommunications market, offering a robust network infrastructure, attractive commercial propositions and a focus on providing an unparalleled customer experience. Cablenet is growing its customer base, revenue and profitability. This augurs well for further growth as Cablenet extends its network in the future.

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

Related party transactions

During the period under review, the Group acquired services amounting to €1.6 million from entities ultimately controlled by Dubai Holdings LLC, the ultimate parent company. Dividends paid to the parent company amounted to €6.1 million.

Dividends

The Board of Directors has resolved to determine the extent of dividend distribution for 2016 on the basis of the full results for the year. Accordingly, no dividends are declared upon issue of the results for the six-month period ended 30 June 2016.

Approved by the Board of Directors on 9 August 2016 and signed on its behalf by

Deepak S Padmanabhan Nikhil Patil Chairman Director

Condensed Consolidated Interim Financial Statements

Statement of financial position As at 30 June 2016

	Note	As at 30.06.16 Unaudited €000	As at 31.12.15 Audited €000
ASSETS
Non-current assets
Property, plant and equipment	5	122,897	97,826
Intangible assets		68,454	13,199
Investment in associate		18	1,917
Loans receivable from related party		16,000	16,000
Loans receivable from associate		-	10,494
Deferred tax assets		6,274	5,769
Derivative financial instruments		-	15,955
Trade and other receivables		1,475	1,656
Total non-current assets		215,118	162,816
Current assets
Inventories		9,129	9,718
Trade and other receivables		33,927	31,353
Current tax assets		-	995
Cash and cash equivalents		7,547	2,696
Total current assets		50,603	44,762
Total assets		265,721	207,578
EQUITY AND LIABILITIES EQUITY
Share capital		58,998	58,998
Reserves		(496)	(543)
Retained earnings		36,642	33,642
Total equity attributable to equity holders of the Company		95,144	92,097
Non-controlling interests		7,540	-
Total equity		102,684	92,097

Condensed Consolidated Interim Financial Statements

Statement of financial position As at 30 June 2016

		As at 30.06.16 Unaudited	As at 31.12.15 Audited
	Note	€000	€000
LIABILITIES
Non-current liabilities
Borrowings		66,877	35,150
Deferred tax liabilities		3,177	611
Provisions for pensions	8	3,494	4,219
Derivative financial instruments		-	8,669
Trade and other payables		3,575	1,838
Total non-current liabilities		77,123	50,487
Current liabilities
Borrowings		27,720	14,678
Provisions for pensions	8	3,083	2,465
Trade and other payables		52,432	47,633
Current tax liabilities		2,679	218
Total current liabilities		85,914	64,994
Total liabilities		163,037	115,481
Total equity and liabilities		265,721	207,578

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

The condensed consolidated interim financial statements set out on pages 4 to 23 were approved by the Board of Directors on 9 August 2016 and were signed on its behalf by:

Deepak S Padmanabhan Nikhil Patil Chairman Director

Condensed Consolidated Interim Financial Statements

Income statement For the period 1 January 2016 to 30 June 2016

	Notes	Six months ended 30.06.16 Unaudited €000	Six months ended 30.06.15 Unaudited €000
Revenue Cost of sales		76,676 (46,417)	60,714 (34,483)
Gross profit Administrative and other related expenses Other income		30,259 (18,512) 548	26,231 (13,291) 738
Operating profit	9	12,295	13,678
Analysed as follows: EBITDA		29,887	25,114
Depreciation and amortisation		(17,592)	(11,436)
Operating profit		12,295	13,678
Finance income Finance costs Gain arising on remeasurement to fair value of the		416 (1,698)	358 (1,015)
previously held equity interest upon acquisition of subsidiary	6	6,078	-
Profit before tax Tax expense		17,091 (2,920)	13,021 (4,137)
Profit for the period		14,171	8,884
Attributable to: Owners of the Company Non-controlling interests		13,131 1,040	8,884 -
Profit for the period		14,171	8,884
Earnings per share (euro cents)		14c1	8c8

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

Condensed Consolidated Interim Financial Statements

Statement of comprehensive income For the period 1 January 2016 to 30 June 2016

	Six months	Six months
	ended	ended
	30.06.16	30.06.15
	Unaudited	Unaudited
	€000	€000
Comprehensive income
Profit for the period	14,171	8,884
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit obligations Income tax relating to components of other comprehensive income:	72	(122)
- Remeasurements of defined benefit obligations - Net impact of the application of the changed tax regime attributable to the fair valuation of	(25)	42
property	-	1,285
Items that may be subsequently reclassified to profit or loss
Change in fair value of derivative designated
as hedging instrument in cash flow hedge Income tax relating to components of	-	169
other comprehensive income	-	(110)
Total other comprehensive income for the
period, net of tax	47	1,264
Total comprehensive income for the period	14,218	10,148
Attributable to:
Owners of the Company	13,178	10,148
Non-controlling interests	1,040	-
Total other comprehensive income for the period	14,218	10,148

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

Condensed Consolidated Interim Financial Statements

Statement of changes in equity For the period 1 January 2016 to 30 June 2016

Unaudited	Share capital €000	Reserves €000	Retained earnings €000	Total €000	Non controlling interests €000	Total equity €000
Balance at 1 January 2015	58,998	15,640	28,787	103,425	-	103,425
Comprehensive income Profit for the period	-	-	8,884	8,884	-	8,884
Other comprehensive income: Transfer of deferred tax Net impact of the application of the changed tax regime attributable to	-	1,159	(1,159)	-	-	-
the fair valuation of property	-	1,285	-	1,285	-	1,285
Cash flow hedge, net of deferred tax	-	59	-	59	-	59
Remeasurements of defined benefit obligations, net of deferred tax	-	(80)	-	(80)	-	(80)
Total other comprehensive income	-	2,423	(1,159)	1,264	-	1,264
Total comprehensive income	-	2,423	7,725	10,148	-	10,148
Transactions with owners in their capacity as owners
Distributions to owners:
Dividends to equity holders	-	-	(7,092)	(7,092)	-	(7,092)
Total transactions with owners	-	-	(7,092)	(7,092)	-	(7,092)
Balance at 30 June 2015	58,998	18,063	29,420	106,481	-	106,481

Condensed Consolidated Interim Financial Statements

Statement of changes in equity For the period 1 January 2016 to 30 June 2016

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

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

Condensed Consolidated Interim Financial Statements

Statement of cash flows For the period 1 January 2016 to 30 June 2016

	Six months ended 30.06.16 Unaudited	Six months ended 30.06.15 Unaudited
Cash flows from operating activities	€000	€000
Operating profit Adjustments for:	12,295	13,678
Depreciation and amortisation Net increase in provisions and write	17,592	11,436
downs in relation to receivables and inventories	(140)	(662)
Voluntary retirement costs	805	396
Provisions for pensions	56	5
	30,608	24,853
Changes in working capital:
Inventories	597	(1,075)
Trade and other receivables	4,745	(244)
Trade and other payables	(2,166)	891
Cash generated from operations	33,784	24,425
Interest received	106	1
Interest paid on bank overdrafts	(75)	(72)
Tax paid	(429)	(1,306)
Tax refund received	160	53
Payments under voluntary retirement scheme	(1,050)	(396)
Payments in relation to pension obligations	(56)	(50)
Net cash generated from operating activities	32,440	22,655

Condensed Consolidated Interim Financial Statements

Statement of cash flows For the period 1 January 2016 to 30 June 2016

	Six months ended	Six months ended
	30.06.16	30.06.15
	Unaudited	Unaudited
	€000	€000
Cash flows from investing activities Payments to acquire property, plant and equipment
and intangible assets Payments for acquisition of subsidiaries, net of cash	(25,046)	(12,183)
acquired	(4,375)	-
Payment for acquisition of associate	(18)	-
Amounts advanced to joint venture	(16)	(22)
Loans advanced to associate	-	(4,500)
Net cash used in investing activities	(29,455)	(16,705)
Cash flows from financing activities
Repayment of bank and other loans	(10,430)	(3,293)
Drawdowns in bank and other loans	11,183	-
Dividends paid	(8,483)	(6,961)
Loan interest paid	(1,483)	(886)
Net cash used in financing activities	(9,213)	(11,140)
Net movements in cash and cash equivalents	(6,228)	(5,190)
Cash and cash equivalents at beginning of period	(3,593)	11,604
Exchange differences on cash and cash equivalents	19	(51)
Movement in cash pledged as guarantees	51	(102)
Cash and cash equivalents at end of period	(9,751)	6,261

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

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

1 General information

GO p.l.c. ("the Company") is a limited liability company domiciled and incorporated in Malta. The condensed consolidated interim financial statements of the Company as at 30 June 2016 and for the six-month period then ended comprise the Company and its subsidiaries (together referred to as the "Group"). The Group operates in Malta and is involved in the provision of telecommunications services including fixed-line and mobile telephony services, data and TV services for consumers and business clients in Malta and in the provision of data centres facilities and ICT solutions to business clients.

During the current interim period, the Company acquired a subsidiary operating in the telecommunications sector in Cyprus which provides broadband, cable TV and telephony services to consumers and business clients. The impacts of this acquisition on the financial results and financial position of the Group are disclosed extensively in Note 6. The major changes in the financial position of the Group, since 31 December 2015 relating primarily to property, plant and equipment, intangible assets and borrowings acquires/assumed upon the acquisition are reflected in the said Note.

The consolidated financial statements of the Group as at and for the year ended 31 December 2015 are available upon request from the Company's registered office at Fra Diegu Street, Marsa, MRS 1501, Malta. They are also available for viewing on its website at www.go.com.mt.

This condensed consolidated interim financial information was approved for issue by the Board of Directors on 9 August 2016.

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

2 Basis of preparation

The condensed consolidated interim financial information for the six-month period ended 30 June 2016 has been prepared in accordance with International Financial Reporting Standards as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34, 'Interim Financial Reporting'). The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2015, which have been prepared in accordance with IFRSs as adopted by the EU.

3 Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2015, as described in those annual financial statements.

(a) Standards, interpretations and amendments to published standards effective in 2016

In 2016, the Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group's accounting period beginning on 1 January 2016. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group's accounting policies impacting the Group's financial performance and position.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

3 Accounting policies (continued)

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

Certain new standards, amendments and interpretations to existing standards which are mandatory for accounting periods beginning after 1 January 2016 have been published by the date of authorisation for issue of this financial information. The Company's directors are of the opinion that there are no requirements that will have a possible significant impact on the Company's consolidated financial statements in the period of initial application.

4 Operating segments

Prior to the acquisition of a subsidiary, incorporated in Cyprus, operating within the telecommunications sector in Cyprus during the current interim period (refer to Note 6), the Group had two reportable segments, which were effectively the Group's strategic business units and cash-generating units. The strategic business units offer different services, and are managed separately because they require different technology and marketing strategies. The following summary describes the operations in each of these two reportable segments:

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

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

The operations of the acquired Cypriot subsidiary constitute a third reportable segment (Telecommunications CGU - Cyprus) in view of the specific nature and characteristics of the Cypriot telecommunications sector, giving rise to a varied degree of business risks and returns. The company provides broadband, cable television and telephony services.

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

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

4 Operating segments (continued)

(b) Information about reportable segments
-------------------------------------------

	Telecommunications			Data Centre		Total
		Malta		Cyprus
	30.06.16	30.06.15	30.06.16	30.06.15	30.06.16	30.06.15	30.06.16	30.06.15
	€000	€000	€000	€000	€000	€000	€000	€000
Revenue from external customers	54,093	53,419	14,352	-	8,231	7,295	76,676	60,714
Inter-segment revenue	1,057	544	-	-	152	186	1,209	730
Reportable segment profit before tax	7,422	9,790	1,720	-	2,853	3,231	11,995	13,021
	30.06.16	31.12.15	30.06.16	31.12.15	30.06.16	31.12.15	30.06.16	31.12.15
	€000	€000	€000	€000	€000	€000	€000	€000
Reportable segment assets	208,581	211,944	43,785	-	11,982	11,564	264,348	223,508
Reportable segment liabilities	109,121	110,884	46,120	-	16,937	10,452	172,178	121,336

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

4 Operating segments (continued)

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

	30.06.16 €000	30.06.15 €000
Profit Total profit before tax for reportable segments Consolidation adjustments	11,995 5,096	13,021 -
Consolidated profit before tax	17,091	13,021
Assets Total assets for reportable segments Consolidation adjustments Inter-segment eliminations	30.06.16 €000 264,348 13,547 (12,174)	31.12.15 €000 223,508 (16,398) 468
Consolidated total assets	265,721	207,578
Liabilities Total liabilities for reportable segments Consolidation adjustments Inter-segment eliminations	172,178 3,033 (12,174)	121,336 (6,323) 468
Consolidated total liabilities	163,037	115,481

5 Property, plant and equipment

(a) Acquisitions and disposals

During the six months ended 30 June 2016, the Group acquired assets, primarily plant and equipment, with a cost of €12.6 million (six months ended 30 June 2015: €7.4 million), excluding the impact of the acquisition of subsidiaries.

(b) Capital commitments

The following are capital commitments of the Group:

	30.06.16 €000	31.12.15 €000
Contracted for	4,309	2,177
Authorised but not yet contracted for	3,445	2,737
	7,754	4,914

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

6 Acquisition of subsidiaries

Acquisition of Cablenet Communication Systems Limited

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

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

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

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

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

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

Details of the purchase consideration are as follows:

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

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

6 Acquisition of subsidiaries (continued)

Acquisition of Cablenet Communication Systems Limited (continued)

The equity holding in Cablenet prior to acquiring control, equivalent to 25% was fair valued at acquisition date on the basis of the amounts reflected in the table above. A gain arising on this remeasurement is recognised in profit or loss amounted to €6,078,000.

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

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

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

The goodwill which arose due to the above acquisition was based on the fair values of the consolidated assets and liabilities of the acquired companies as at 1 January 2016. In the six month period to 30 June 2016, Cablenet contributed revenue of €14,351,811 and profit of €1,924,244.

Acquisition of Kinetix IT Solutions Limited

In January 2016, GO p.l.c. announced that GO Data Centre Services Limited finalised the acquisition of 51% of the issued share capital of Kinetix IT Solutions Limited for a consideration of €1,200,000. Kinetix IT Solutions Limited is principally engaged in providing managed IT services, a service offering that subsidiaries of GO Data Centre Services Limited have been developing in the past years and that is also ancillary to services currently provided by these subsidiaries.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

6 Acquisition of subsidiaries (continued)

Acquisition of Kinetix IT Solutions Limited (continued)

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

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

Details of the purchase consideration are as follows:	€000
Fair value of initial 51% equity holding in Kinetix as at acquisition date	1,200

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

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

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

The goodwill which arose due to the above acquisition was based on the fair values of the consolidated assets and liabilities of the acquired companies as at 1 January 2016. In the six month period to 30 June 2016, Kinetix contributed revenue of €1,141,000 and profit of €199,000.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

6 Acquisition of subsidiaries (continued)

Payments for acquisition of subsidiaries, net of cash acquired

The amounts presented in the statement of cash flows comprise the payments referred to above of €3,000,000 for Cablent and €1,200,000 for Kinetix, net of cash and cash equivalents attributable to both operation taken over at acquisition date.

7 Investment in joint venture

GO p.l.c. controls 50% of the share capital and voting rights of a joint venture, Forgendo Limited ("Forgendo"), a company registered in Cyprus. Furthermore Forgendo and Massar Investments LLC each control 50% of Giradena Limited ("Giradena"), a company also registered in Cyprus. The sole activity of both Forgendo and Giradena is that of holding investments in an undertaking, Hellenic Company for Telecommunications and Telematic Applications S.A. ("Forthnet S.A." or "Forthnet"), a Greek company listed on the Athens Stock Exchange which is treated as an associated undertaking of Forgendo. At 30 June 2016 and 31 December 2015, GO's equity investment in Forgendo has a carrying amount of nil.

As at 30 June 2016, the market price of Forthnet's equity quoted on the Athens Stock Exchange, within the Companies under Surveillance segment was €0.39 per ordinary share. Accordingly, the value of GO's interest in Forgendo's investment in this associate, based on the quoted market price of the associate's equity, at the end of the reporting period was €8.86 million.

Classification of this investment at 30 June 2016 and 31 December 2015

The economic and political situation prevailing in Greece during the financial year ended 31 December 2015 has resulted in further delays in Forthnet's process intended to lead to formal binding offers. Accordingly, GO's Board of Directors resolved that the IFRS 5 classification criteria for classification of the investment in the joint venture as an asset held for sale were no longer met as at 31 December 2015. The fact that the investment in Forgendo previously classified as held for sale no longer met the criteria to be so classified, triggered the reinstatement of equity accounting in the consolidated financial statements of GO in relation to accounting for the joint venture.

The Company has resumed the application of the equity method retrospectively as from the date of classification as held for sale. The carrying amount of GO's equity investment in the joint venture as at 31 December 2014 in the consolidated financial statements for the year ended 31 December 2015 was restated to nil as a result of the partial recognition of GO's share of the financial results of Forgendo in accordance with the requirements of equity accounting. In determining the impact of equity accounting for the investment in the joint venture, reference was made to the financial statements of this entity, which reflected the impact of accounting for the investment in Forthnet S.A. using the equity method. The carrying amount of GO's investment in Forgendo was accordingly retained at nil as at 31 December 2015 and 30 June 2016.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

7 Investment in joint venture (continued)

Events subsequent to the end of the reporting period

On 29 July 2016, GO announced that, within the framework of GO's sales process for the shares in GO (refer to Note 14), Forgendo has transferred its entire shareholding of 45,440,473 shares in Forthnet S.A. to its shareholders for nil consideration. As a result of this, GO is the direct owner of 22,720,237 shares in Forthnet. These share transfers have been carried out as part of a restructuring process, which will include the voluntary liquidation of Forgendo, to ensure that GO will be able to manage and take all decisions with regard to its investment in Forthnet entirely independently.

8 Provisions for pensions

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

As at 30 June 2016, the Company estimated that its obligations towards the remaining potential beneficiaries amounted to €6.5 million (31 December 2015: €6.7 million).

9 Operating profit

During the interim period the following items of unusual nature, size or incidence have been charged to operating profit:

	Six months ended 30.06.16 €000	Six months ended 30.06.15 €000
Administrative and other related expenses: Voluntary retirement	805	396

The Company continued with its restructuring programme by offering voluntary retirement schemes to its employees.

10 Dividends paid

A dividend in respect of the year ended 31 December 2015 of €0.10 per share, amounting to €10,131,049, was proposed by the Board of Directors and paid during the interim period ended 30 June 2016.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

11 Contingencies

There were no major changes in the contingencies of the Company and its subsidiaries from those disclosed in the consolidated financial statements of the Group for the year ended 31 December 2015. The acquired subsidiaries do not have material contingent liabilities as at 30 June 2016.

12 Related parties

(a) Parent and ultimate controlling party

The Company's ultimate parent is Dubai Holding LLC, the registered office of which is situated at Emirates Towers, Level 49, Office Block, Sheikh Zayed Road, Dubai, UAE. The immediate parent of the Company, with a 60% holding, is Emirates International Telecommunications (Malta) Limited, a company which is ultimately controlled by Dubai Holding LLC as it forms part of the same group of companies of which Dubai Holding LLC is the ultimate parent. Dubai Holding LLC is owned by H.H. Sheikh Mohammed Bin Rashid Al Makhtoum, Vice President and Prime Minister of the UAE and Ruler of Dubai.

(b) Related party transactions

Consistent with the disclosures in the audited financial statements for the year ended 31 December 2015, the Group has a related party relationship with its ultimate parent and entities ultimately controlled by it (see above); key management personnel (group companies' directors) together with close members of their family and entities controlled by them; and the Group's joint venture.

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

	Six months ended 30.06.16 €000	Six months ended 30.06.15 €000
Ultimate parent and related entities
Services provided to	37	114
Services provided by	1,629	319
Expenses paid on behalf of	215	22
Expenses paid on behalf of the Company by	-	3
Dividends paid to	6,079	4,255
Finance income from	299	929

(c) Related party balances

The principal balances with related parties are analysed as follows:

	30.06.16 €000	31.12.15 €000
Ultimate parent and related entities Loans receivable Amounts payable to	16,000 -	7,560 2

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

13 Fair values of financial instruments

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

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

At 30 June 2016 and 31 December 2015, the carrying amounts of financial instruments not carried at fair value comprising cash at bank, receivables, payables, accrued expenses and short-term borrowings reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation. The fair value of advances to related parties and other balances with related parties, which are short-term or repayable on demand, is equivalent to their carrying amount.

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

14 Developments in connection with the Company's shareholding

On 23 July 2015, GO p.l.c. announced that its majority shareholder, Emirates International Telecommunications Malta Limited ('EITML'), expressed to GO, its intention to seek to dispose of its shareholding in GO in the short term. By virtue of an Extraordinary General Meeting held on 29 October 2015, resolutions were approved to authorise the Board of Directors of GO to seek bids for the Company's entire issued share capital and to take all steps as may be necessary, to seek such bids, and to make such disclosures, including disclosure of unpublished price sensitive information, as the Directors may consider appropriate to enable prospective offerors and their advisor to make, confirm, withdraw or modify any offer for the shareholding in GO.

On 12 February 2016 the Company announced that it received a number of non-binding offers from interested offerors and on 23 May 2016 it announced that, after detailed consideration of the bids received, it selected La Société Nationale des Télécommunications ("Tunisie Telecom") as the final preferred bidder. In this respect, Tunisie Telecom was to submit a voluntary bid in terms of the Listing Rules for the entire issued share capital of the Company at a price of €2.87 per share.

Condensed Consolidated Interim Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements For the period 1 January 2016 to 30 June 2016

14 Developments in connection with the Company's shareholding (continued)

Emirates International Telecommunications (Malta) Limited, which is the registered holder of 60,786,292 shares in the Company (representing 60% of the issued share capital of the Company) had, subject to certain conditions, irrevocably undertaken to accept the Voluntary Bid with respect to its shareholding in the Company. The Voluntary Bid was to be subject to completion conditions, including all necessary regulatory consents and subject to a minimum acceptance threshold of 60% of the shares in the Company.

On 14 June 2016, GO announced that Tunisie Telecom has, through a wholly owned subsidiary in Malta (TT ML Limited), published an offer document setting out the terms and conditions of its voluntary offer in line with its obligations under the Listing Rules.

On 28 July 2016, GO p.l.c. announced that it has been informed by TT ML Limited that Rizzo, Farrugia and Co. (Stockbrokers) Ltd, in their capacity as the Manager, Registrar and Collecting and Paying agent of the Bid, have received acceptances in respect of 66,281,050 shares in the Company amounting to approximately 65.4% of the entire issued share capital of the Company. The Bid is still subject to the satisfaction of a number of conditions as set out in the offer document. The Company shall issue further announcements on the status of the said completion conditions as and when appropriate.

Statement pursuant to Listing Rule 5.75.3

I hereby confirm that to the best of my knowledge:

• the condensed consolidated interim financial statements give a true and fair view of the financial position of the Group as at 30 June 2016, and of its financial performance and cash flows for the six-month period then ended in accordance with International Financial Reporting Standards as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34, 'Interim Financial Reporting');
• the Interim Directors' report includes a fair review of the information required in terms of Listing Rules 5.81 to 5.84.

Deepak S Padmanabhan Chairman

9 August 2016

Independent auditor's report

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

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of GO p.l.c. as at 30 June 2016, the related condensed consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the six-month period then ended and the explanatory notes ('the interim financial information'). The directors are responsible for the preparation and fair presentation of this interim financial information in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34 'Interim Financial Reporting'). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

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

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

Conclusion

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

PricewaterhouseCoopers

78 Mill Street Qormi Malta

Simon Flynn Partner

9 August 2016

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