Quarterly Report • Nov 16, 2022
Quarterly Report
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FOR THE NINE-MONTH PERIOD ENDED
30 SEPTEMBER 2022
Place and date of publication: Warsaw, 16 November 2022
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE NINE AND THREE-MONTH PERIOD ENDED 30 SEPTEMBER 2022
| 1. Introduction 5 |
|---|
| 2. Selected financial data 9 |
| 3. Presentation of the Group11 |
| 3.1 General information about the Group11 |
| 3.2 Structure of the Group12 |
| 3.3 Changes to the principal rules of the management of the Company and the Group 13 |
| 4. Main events of the nine moths of 2022 14 |
| 5. Operating and financial review 18 |
| 5.1 General factors affecting operating and financial results 18 |
| 5.2 Specific factors affecting financial and operating results 23 |
| 5.3 Presentation of differences between achieved financial results and published |
| forecasts 25 |
| 5.4 Consolidated statement of financial position 25 |
| 5.4.1 Key items of the consolidated statement of financial position 25 |
| 5.4.2 Financial position as of 30 September 2022 compared to 31 December 202126 |
| 5.5 Consolidated income statement 29 |
| 5.5.1 Key items of the consolidated income statement 29 |
| 5.5.2 Comparison of financial results for the nine-month period ended 30 September 2022 |
| with the result for the corresponding period of 2021 31 |
| 5.5.3 Comparison of financial results for the three-month period ended 30 September |
| 2022 with the result for the corresponding period of 202133 |
| 5.6 Consolidated cash flow statement35 |
| 5.6.1 Key items from consolidated cash flow statement35 |
| 5.6.2 Cash flow analysis36 |
| 5.7 Future liquidity and capital resources 37 |
| 6. Information on loans granted with a particular emphasis on related entities 38 |
| 7. Information on granted and received guarantees with a particular emphasis on guarantees |
| granted to related entities 39 |
| 8. Shareholders who, directly or indirectly, have substantial shareholding39 |
| 9. Shares in GTC held by members of the management board and the supervisory board 41 |
| 10. Transactions with related parties concluded on terms other than market terms 42 |
| 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its |
| subsidiaries the total value of the liabilities or claims is material 42 |
The GTC Group is an experienced, established, and fully integrated, real estate company operating in the SEE region with a primary focus on Poland and Budapest and capital cities in the CEE and SEE region including Bucharest, Belgrade, Zagreb and Sofia, where it directly manages, acquires and develops primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange. The Group operates a fullyintegrated asset management platform and is represented by local teams in each of its core markets.

As of 30 September 2022, the book value of the Group's total property portfolio was €2,382,809. The breakdown of the Group's property portfolio was as follows:
| 44 | 758 000 |
4 | landbank for |
|---|---|---|---|
| completed buildings |
sq m of GLA |
buildings under construction |
future development |
Additionally, GTC holds a minority stake of 25% through notes (debt instruments and booked as a non current financial assets) issued by a Luxembourg securitisation vehicle in Kildare Innovation Campus, located outside of Dublin of the value of €115,000. The Kildare Innovation Campus extends over 72 ha (of which 34 ha is undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an energy centre.
Also, GTC holds 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") of the value of €12,600 (booked as a non current financial assets). The Fund is focus on commercial real estate investments in Slovenia and Croatia with a total gross asset value of €68,750. The fund expected maturity is in Q4 2028.
The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
Terms and abbreviations capitalized in this management's board Report shall have the following meanings unless the context indicates otherwise:
| the Company or GTC |
are to Globe Trade Centre S.A.; |
|---|---|
| the Group or the GTC Group |
are to Globe Trade Centre S.A. and its consolidated subsidiaries; |
| Shares | is to the shares in Globe Trade Centre S.A., which were introduced to public trading on the Warsaw Stock Exchange in May 2004 and later and are marked under the PLGTC0000037 code and inward listed on Johannesburg Stock Exchange in August 2016; |
| Bonds | is to the bonds issued by Globe Trade Centre S.A. and introduced to alternative trading market and marked with the ISIN codes PLGTC0000292, PLGTC0000318, HU0000360102, HU0000360284 and XS2356039268; |
| the Report | is to the consolidated quarterly report prepared according to art. 66 of the Decree of the Finance Minister of 29 March 2018 on current and periodical information published by issuers of securities and conditions of qualifying as equivalent the information required by the provisions of the law of a country not being a member state; |
| CEE | is to the Group of countries that are within the region of Central and Eastern Europe (Poland, Hungary); |
| SEE | is to the Group of countries that are within the region of South-Eastern Europe (Bulgaria, Croatia, Romania, and Serbia); |
| Net rentable area, NRA, or net |
are to the metric of the area of a given property as indicated by the property appraisal experts to prepare the relevant property valuations. With respect to commercial properties, the net leasable (rentable) area is all the office or |
| leasable area, NLA |
retail leasable area of a property exclusive of non-leasable space, such as hallways, building foyers, and areas devoted to heating and air conditioning installations, elevators, and other utility areas. The specific methods of calculation of NRA may vary among particular properties, which is due to different methodologies and standards applicable in the various geographic markets on which the Group operates; |
|---|---|
| Gross rentable area or gross leasable area, GLA |
are to the amount of the office or retail space available to be rented in completed assets multiplied by add-on-factor. The gross leasable area is the area for which tenants pay rent, and thus the area that produces income for the Group; |
| Total property portfolio |
is to book value of the Group's property portfolio, including: investment properties (completed, under construction and landbank), residential landbank, assets held for sale, and the rights of use of lands under perpetual usufruct; |
| Commercial properties |
is to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties; |
| Occupancy rate |
is to average occupancy of the completed assets based on square meters ("sq m") of the gross leasable area; |
| Funds From Operations, FFO, FFO I |
are to profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate remeasurement, depreciation and amortization share base payment provision and unpaid financial expenses), the share of profit/(loss) of associates and joint ventures, and one-off items (such as FX differences and residential activity and other non-recurring items); |
| EPRA NTA | is a net asset value measure under the assumption that the entities buy and sell assets, thereby crystallizing certain levels of deferred tax liability. It is computed as the total equity less non-controlling interest, excluding the derivatives at fair value as well as deferred taxation on property (unless such item is related to assets held for sale); |
| In-place rent | is to rental income that was in place as of the reporting date. It includes headline rent from premises, income from parking, and other rental income; |
| Net loan to value (LTV); net loan-to value ratio |
are to net debt divided by Gross Asset Value. Net debt is calculated as total financial debt net of cash and cash equivalents and deposits and excluding loans from non-controlling interest and deferred debt issuance costs. Gross Asset Value is investment properties (excluding the right of use under land leases), residential landbank, assets held for sale, building for own use, and share on equity investments. Net loan to value provides a general assessment of financial risk undertaken; |
|---|---|
| The average cost of debt; average interest rate |
is calculated as a weighted average interest rate of total debt, as adjusted to reflect the impact of contracted interest rate swaps and cross-currency swaps by the Group; |
| EUR, € or euro |
are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; |
| PLN or zloty | are to the lawful currency of Poland; |
| HUF | is to the lawful currency of Hungary; |
| JSE | is to the Johannesburg Stock Exchange. |
Unless indicated otherwise, the financial information presented in this Report was prepared according to International Financial Reporting Standards ("IFRS") as approved for use in the European Union.
All the financial data in this Report is presented in euro or PLN and expressed in thousands unless indicated otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures shown as totals in this Report may not be exact arithmetic aggregations of the figures that precede them.
This Report contains forward-looking statements relating to future expectations regarding the Group's business, financial condition, and results of operations. You can find these statements by looking for words such as "may", "will", "expect", "anticipate", "believe", "estimate", and similar words used in this Report. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by forward-looking statements. The Group cautions you not to place undue reliance on such statements, which speak only as of this Report's date.
The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The Group does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Report.
The Group discloses essential risk factors that could cause its actual results to differ materially from its expectations under, Item 5. "Operating and financial review" as well as under elsewhere in this Report, and under Item 12. "Key risk factors" in the management board's report on the activities of GTC Group in the six-month periods ended 30 June 2022. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on behalf of the Group. When the Group indicates that an event, condition, or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation, and results of operations.
The following tables present the Group's selected historical financial data for the three and nine-month periods ended 30 September 2022 and 30 September 2021. The historical financial data should be read in conjunction with Item 5. "Operating and Financial Review" and the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2022 (including the notes thereto). The Group has derived the financial data presented in accordance with IFRS from the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2022.
Selected financial data presented in PLN is derived from the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2022 presented in accordance with IFRS and prepared in the Polish language and Polish zloty as a presentation currency.
The reader is advised not to view such conversions as a representation that such zloty amounts actually represent such euro amounts or could be or could have been converted into euro at the rates indicated or at any other rate.
| For the nine-month period ended 30 September |
For the three-month period ended 30 September |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| (in thousands) | € | PLN | € | PLN | € | PLN | € | PLN |
| Consolidated Income Statement | ||||||||
| Revenue from rental activity |
126,125 | 589,344 | 124,423 | 566,062 | 41,846 | 198,584 | 45,575 | 208,029 |
| Cost of operations | (34,229) | (159,942) | (31,529) | (143,441) | (11,574) | (54,902) | (11,505) | (52,516) |
| Gross margin from operations |
91,896 | 429,402 | 92,894 | 422,621 | 30,272 | 143,682 | 34,070 | 155,513 |
| Selling expenses | (1,151) | (5,378) | (1,183) | (5,382) | (391) | (1,854) | (422) | (1,926) |
| Administrative expenses | (9,116) | (42,596) | (9,323) | (42,415) | (2,686) | (12,783) | (3,064) | (13,994) |
| Profit/(loss) from | ||||||||
| revaluation/impairment of | 11,514 | 52,820 | (2,111) | (10,022) | (4,772) | (23,239) | (1,031) | (4,777) |
| assets, net | ||||||||
| Financial | (24,115) | (112,682) | (33,699) | (153,313) | (7,722) | (36,675) | (12,235) | (55,849) |
| income/(expense), net | ||||||||
| Net profit / (loss) | 49,416 | 230,161 | 33,077 | 150,182 | 8,707 | 40,984 | 11,578 | 52,814 |
| Basic and diluted earnings | ||||||||
| per share (not in | 0.08 | 0.39 | 0.07 | 0.30 | 0.01 | 0.07 | 0.02 | 0.11 |
| thousands) | ||||||||
| Weighted average number | ||||||||
| of issued ordinary shares | 574,255,122 | 574,255,122 | 485,555,122 | 485,555,122 | 574,255,122 | 574,255,122 | 485,555,122 | 485,555,122 |
| (not in thousands) |
| 2022 | 2021 | |||
|---|---|---|---|---|
| (in thousands) | € | PLN | € | PLN |
| Consolidated Cash Flow Statement | ||||
| Net cash from operating | ||||
| activities | 65,251 | 304,897 | 76,777 | 349,296 |
| Net cash used in investing | ||||
| activities | (99,029) | (462,733) | (339,011) | (1,542,330) |
| Net cash from financing | ||||
| activities | 69,005 | 316,760 | 90,830 | 413,231 |
| Cash and cash equivalents at the end of the period (includes cash related to AHFS) |
128,082 | 623,733 | 99,966 | 463,132 |
| As at | ||||
|---|---|---|---|---|
| 30 September 2022 | 31 December 2021 | |||
| (in thousands) | € | PLN | € | PLN |
| Consolidated statement of financial position | ||||
| Investment property (completed and under construction) |
2,043,135 | 9,949,659 | 2,062,389 | 9,485,752 |
| Investment property landbank | 174,485 | 849,707 | 139,843 | 643,194 |
| Right of use (investment property) | 40,287 | 196,190 | 38,428 | 176,746 |
| Residential landbank | 27,622 | 134,514 | 27,002 | 124,193 |
| Assets held for sale | 99,067 | 482,436 | 292,001 | 1,343,029 |
| Cash and cash equivalents | 127,202 | 619,448 | 87,468 | 402,300 |
| Receivables from shareholders | - | - | 123,425 | 567,681 |
| Non-current financial assets (related to investment property) measured at fair value through profit or loss |
129,725 | 631,735 | - | - |
| Others | 96,795 | 471,372 | 73,193 | 336,643 |
| Total assets | 2,738,318 | 13,335,061 | 2,843,749 | 13,079,538 |
| Non-current liabilities | 1,459,552 | 7,107,727 | 1,487,683 | 6,842,449 |
| Current liabilities including liabilities related to assets held for sale |
124,991 | 608,681 | 239,077 | 1,099,610 |
| Total Equity | 1,153,775 | 5,618,653 | 1,116,989 | 5,137,479 |
| Share capital | 12,920 | 57,426 | 11,007 | 48,556 |
The GTC Group is an experienced, established, and fully integrated real estate company operating in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in the SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where it directly manages, acquires and develops primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and listed on the Johannesburg Stock Exchange. The Group operates a fully-integrated asset management platform and is represented by local teams in each of its core markets.
As of 30 September 2022, the book value of the Group's total property portfolio was €2,382,809. The breakdown of the Group's property portfolio was as follows:
Additionally, GTC holds a minority stake of 25% through notes (debt instruments and booked as a non current financial assets) issued by a Luxembourg securitisation vehicle in Kildare Innovation Campus, located outside of Dublin of the value of €115,000. The Kildare Innovation Campus extends over 72 ha (of which 34 ha is undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an energy centre.
Also, GTC holds 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") of the value of €12,600 (booked as a non current financial assets). The Fund is focus on commercial real estate investments in Slovenia and Croatia with a total gross asset value of €68,750. The fund expected maturity is in Q4 2028.
The Group's headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
The structure of Globe Trade Centre S.A. Capital Group as of 30 September 2022 is presented in the unaudited interim condensed consolidated financial statements for the nine-month period ended 30 September 2022 in Note 4 "Investment in subsidiaries."
The following changes in the structure of the Group occurred in the nine-month period ended 30 September 2022:
There were no changes to the principal rules of management of the Company and the Group.
On 4 January 2022, National Court Register registered the amendment to the Company's articles of association regarding the increase of the Company's share capital through the issuance of ordinary series O bearer shares. On 10-11 January 2022, the Group recorded proceeds from issue of share capital (net of issuance costs) in amount of €120,386
On 10 January 2022, the Company received notifications from GTC Holding Zrt and GTC Dutch Holdings B.V regarding a change in the total number of votes in the Company resulting from issue of 88,700,000 ordinary O series shares and registration of the increase in the Company's share capital. Before the abovementioned change, GTC Holding Zrt held directly and indirectly 320,466,380 shares in the Company, entitling to 320,466,380 votes in the Company, representing 66% of the share capital of the Company and carried the right to 66% of the total number of votes in the Company. After the abovementioned change, GTC Holding Zrt holds directly and indirectly 359,528,880 shares in the Company, entitling to 359,528,880 votes in the Company, representing 62.61% of the share capital of the Company and carrying the right to 62.61% of the total number of votes in the Company.
On 12 January 2022, the Group finalized the sale of the entire share capital of Serbian subsidiaries: Atlas Centar d.o.o. Beograd ("Atlas Centar"), Demo Invest d.o.o. Novi Beograd ("Demo Invest"), GTC BBC d.o.o. ("BBC"), GTC Business Park d.o.o. Beograd ("Business Park"), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd ("GTC MRN") and Commercial and Residential Ventures d.o.o. Beograd ("CRV"), following the satisfaction of customary conditions precedent.
On 13 January 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Zeta DBRNT Kft. from a company related to the majority shareholder of the Company, which owns an existing office building on the Danube riverbank with GLA of 2,540 sqm for a consideration of €7,700.
On 14 January 2022, GTC entered into a mutual employment contract termination agreement with Mr. Yovav Carmi former President of the management board. Subsequently Mr. Carmi resigned from his seat on the management board of the Company and other subsidiaries.
On 21 January 2022, the management board of the Warsaw Stock Exchange (WSE) adopted resolution regarding the admission and introduction to stock exchange trading on the main market of the WSE of 88,700,000 ordinary bearer series O shares in the Company with a nominal value of PLN 0.10 each, according to which the management board of the WSE stated that the series O shares are admitted to trading on the main market and resolved to introduce them to stock exchange trading on 26 January 2022.
On 28 January 2022, Mr. Gyula Nagy resigned from his seat on the management board of the Company.
On 4 February 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Epsilon PSZTSZR Kft. from a company related to the majority shareholder of the Company, which owns a land plot of 25,330 sqm in Budapest with existing six old buildings for a consideration of €9,900. The Group is refurbishing the existing buildings and once refurbished, the project will provide a 14,000 sq m new Class A office campus.
On 11 February 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired from Groton Global Corp a Napred company in Belgrade holding a land plot of 19,537 sqm for a consideration of €33,800.
On 19 February 2022, the Company received notification from GTC Dutch Holdings B.V. with its registered office in Amsterdam, the Netherlands (the "Seller", "GTC Dutch") and Icona Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central European Investments with its registered office in Luxembourg, Grand Duchy of Luxembourg (the "Buyer". "Icona") that the Seller and the Buyer entered into a preliminary share purchase agreement relating to the acquisition by the Buyer from the Seller of 15.7% of the shares in the Company. However, pursuant to the notification, the Buyer and the Seller agreed that the shareholder's' agreement will constitute an acting in concert agreement within the meaning of Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for the Introduction of Financial Instruments to the Organised Trading System and Public Companies (the "Act on Public Offering") on joint policy towards the Company and exercising of voting rights on selected matters in an agreed manner. Also, pursuant to the assignment agreement, the Buyer will, among others, transfer to the Seller its voting rights attached to the Shares and grant the power of attorney to exercise voting rights attached to the shares. The assignment agreement expires in case either call or put option under the call and put option agreement is exercised and/or in case of a material default under the transaction documentation ("Transaction"). On 1 March 2022, the company received notification that the Transaction was completed, and the Buyer acquired 15.7% of the shares in the Company.
As a result of execution of the Transaction, Icona holds 90,176,000 ordinary bearer shares in the Company which constitute 15.7% of total votes at GTC's general meeting, with reservations that (i) all the Buyer's voting rights were transferred to the Seller and that (ii) Buyer granted the Power of Attorney to Icona's voting rights to the Seller.
As a result of execution of the Transaction GTC Holding Zártkörüen Müködö Részvénytársaság ("GTC Holding Zrt") holds jointly 269,352,880 shares of the Company, entitling to 269,352,880 votes in the Company, representing 46.9% of the share capital of the Company and carrying the right to 46.9% of the total number of votes in the Company, including:
In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch, the Icona's Voting Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to 15.7% of the total number of votes in the Company.
Since 1 March 2022, GTC Holding Zrt, GTC Dutch and Icona are acting in concert based on the agreement concerning joint policy towards the Company and exercising of voting rights on selected matters at the general meeting of the Company in an agreed manner.
On 11 March 2022, Mr. Zoltán Fekete resigned from his seat on the supervisory board of the Company. The resignation is effective immediately.
On 11 March 2022, GTC Dutch Holdings B.V. appoints Mr. Gyula Nagy as member of the supervisory board of the Company, effective immediately.
On 17 March 2022, the supervisory board of the Company appointed Mr. Zoltán Fekete to the management board of the Company as the President of the management board, effective immediately.
In March 2022, the Group has completed a Class A office building in Budapest, Hungary – Pillar.
In March 2022, the Group commenced the development of the third building within the Matrix Office Park in Zagreb – Matrix C.
On 18 April 2022, GTC SA repaid all bonds issued under ISIN code PLGTC0000292 (full redemption). The original nominal value was €9,440.
On 22 April 2022, Icona Securitization Opportunities Group S.à r.l. appointed Mr. Bruno Vannini as a member of the supervisory board of the Company, effective immediately.
On 13 May 2022, GTC SA signed an amendment agreement to revolving facility agreement dated 29 October 2021. As a result, the available amount of unsecured revolving credit facility was increased to €94,000.
On 18 May 2022, Globis Wrocław Sp. z o.o, a wholly-owned subsidiary of the Company, signed a prolongation of the existing facility with Santander Bank Polska Final repayment date was extended to 31 August 2025 and the outstanding balance of the loan in the amount of €13,500 will be paid as a balloon payment on the maturity date.
On 14 June 2022, the Company's shareholders adopted a resolution regarding distribution of dividend in the amount of PLN 160,800 (€34,400). Dividend was paid in October 2022.
On 14 June 2022, the Annual General Meeting with its resolution no 20 appointed Artur Kozieja as an independent member of the supervisory board for a period of three years.
On 14 June 2022, the term of office of Mariusz Grendowicz as an independent member of the supervisory board of the Company has expired.
On 28 June 2022, GTC UBP Sp. z o.o., a wholly-owned subsidiary of the Company, signed with Berlin Hyp AG an amendment agreement to the bank loan agreement, according to which
a prepayment of €6,100 was made at the beginning of July 2022. The outstanding balance of the loan will be paid as the balloon payment on the maturity date
On 4 July 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, established GTC K43-45 Property Kft. in Budapest for future development project. In July 2022, GTC K43-45 Property Kft acquired a land plot in CBD in Budapest for a consideration of €6,550. The project has an existing building permit for the development of approximately 6,400 sq m of hospitality, student housing or short-term rental apartments.
On 5 July 2022, Pedja Petronijevic resigned from his seat on the management board of the Company. The resignation was effective 15 July 2022.
On 19 July 2022, GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of Forest Offices Debrecen, an office building owned by the subsidiary. The selling price under the agreement is HUF 19,100,000 (an equivalent of €45,200 as at 30 September 2022). The closing of the transaction is expected to take place by the end of Q4 2022.
On 28 July 2022, GTC has sold Cascade Building S.R.L., a wholly-owned subsidiary of the Company owning Cascade Office Building in Bucharest (4,211 sq m). Net proceeds from sale of subsidiary were €10,316.
On 28 July 2022, GTC signed a sale and purchase agreement concerning the sale of GTC Matrix d.o.o., a wholly-owned subsidiary of the Company. The purchase price under the Agreement shall be calculated on an enterprise value basis, based on a property value of €52,200. GTC Matrix d.o.o. portfolio consists of two A-class office buildings in Zagreb - Matrix A and B. The closing of the transaction is expected to take place by the end of Q4 2022.
In August 2022, the Management Board of GTC SA announced re-orientation of strategy of the Group, within which the Management Board decided to pursue potential new investments in certain new sectors which may diverge from the current core scope of the Company's operations (namely, the development and management of office, retail and certain other types of real estate). Potential new sectors identified for investment as part of the new strategy include:
On 9 August 2022, the Company entered into an agreement concerning a transaction involving a joint venture investment into an innovation park in County Kildare, Ireland (the "Transaction"). The Transaction involves an investment of approximately €115,000 into the Kildare Innovation Campus. The project involves other international professional investors acting through a Luxemburg partnership advised by Icona Capital, an entity from the same group as GTC's minority partner (for more details please refer to note 16 in interim condensed consolidated financial statements for the nine-month period ended 30 September 2022).
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") for consideration of €12,600 from an entity related to the Majority shareholder. The Fund is focus on commercial real estate investments in Slovenia and Croatia with a total gross asset value of €68,750. The fund expected maturity is in Q4 2028.
On 2 September 2022 GTC Dutch Holdings B.V. appoints Mr. Mariusz Grendowicz as member of the Supervisory Board of the Company, effective as of 2 September 2022.
On 12 September 2022, the Company received notification on a change in the shareholding of the Company. Pursuant to the Notification, as a result of completion of the intra-group corporate reorganization Global Debt Strategy S.à r.l. ("GDS") being a subsidiary of Alpine Holding Korlátolt Felelősségű Társaságthe ("Alpine"), directly acquired from GTC Holding control over 100% of the shares of GTC Dutch Holdings B.V. As a result of the transaction Alpine holds indirectly (i.e. through GDS, which in turn indirectly holds through GTC Dutch Holdings B.V) 43.10% of GTC's shares. For more detail please see current report no 40/2022.
On 26 September 2022, Extraordinary General Meeting of the Shareholders of the Company adopted resolution regarding the increase of the Company's share capital through the issuance of up to 125,000,000 ordinary series P bearer shares.
On 3 October 2022, GTC Matrix d.o.o., a wholly-owned subsidiary of the Company, received a loan from ERSTE bank in the amount of €31,300 as a part of the disposal process.
On 18 October 2022, dividend to shareholders was paid in the amount of €33,100.
On 4 November 2022, GTC SA prepaid 1/3 of the nominal value of its amortized bonds issued under ISIN code PLGTC0000318 in the amount of €15,600 (PLN 73,333).
On 15 November 2022, Mr. Daniel Obajtek resigned from his seat on the supervisory board of the Company, effective immediately.
The key factors affecting the Group's financial and operating results are discussed below. The Management believes that the following factors and important market trends have significantly affected the Group's results of operations since the end of the period covered by the latest published audited financial statements, and the Group expects that such factors and trends will continue to have a significant impact on the Group's results of operations in the future.
The economic crisis may slow down the general economy in the countries where the Group operates. The economic downturn in those countries may result in reduced demand for property, growth of vacancy rates, and increased competition in the real estate market, which may adversely affect the Group's ability to sell or let its completed projects at their expected yields and rates of return.
The reduced demand for property that, on the one hand, may result in a drop in sales dynamics, and, on the other, an increase in vacancy rates and lower rent revenues from leased space, may significantly impact the results of operations of the Group. Specifically, the Group may be a force to change some of its investment plans. Additionally, the Group may not be able to develop numerous projects in the countries where it operates.
The Group derives the majority of its revenue from operations from rental activities, including rental and service revenue. For the nine-month period ended 30 September 2022 and for the nine-month period ended 30 September 2021, the Group derived 75% and 76%, respectively, of its revenues from operations as rental revenue, which significantly depends on the rental rates per sq m and occupancy rates. The amount the Group can charge for rent largely depends on the property's location and condition and is influenced by local market trends and the state of local economies. The Group's revenue from rent is particularly affected by the delivery of new rent spaces, changes in vacancy rates, and the Group's ability to implement rent increases. Rental income is also dependent upon the time of completion of the Group's development projects as well as on its ability to let such completed properties at favourable rent levels. Moreover, for the nine-month period ended 30 September 2022 and for the ninemonth period ended 30 September 2021, the Group derived 25% and 24%, respectively, of its revenues from operations as service revenue, reflecting certain costs the Group passes on to its tenants.
The vast majority of the Group's lease agreements are concluded in Euro and include a clause that provides for the full indexation of the rent linked to the European Index of Consumer Prices. When a lease is concluded in another currency, it is typically indexed to Euro and linked to the consumer price index of the relevant country of the currency.
The Group's results of operations depend heavily on the fluctuation of the value of assets on the property markets. The Group has its properties valued by external valuers at least twice a year, every June and December. Any change in the fair value of investment property is thereafter recognized as a gain or loss in the income statement.
The following three significant factors influence the valuation of the Group's properties: (i) the cash flow arising from operational performance, (ii) the expected rental rates, and (iii) the capitalization rates that result from the interest rates in the market and the risk premiums applied to the Group's business.
The cash flow arising from the operational performance is primarily determined by current gross rental income per square meter, vacancy rate trends, total portfolio size, maintenance and administrative expenses, and operating expenses. Expected rental values are determined predominantly by expected development of the macroeconomic indicators like GDP growth, disposable income, etc., as well as micro conditions such as new developments in the immediate neighborhood, competition, etc. Capitalization rates are influenced by prevailing interest rates and risk premiums. In the absence of other changes, when capitalization rates increase, market value decreases and vice versa. Small changes in one or some of these factors can have a considerable effect on the fair value of the Group's investment properties and on the results of its operations.
Moreover, the valuation of the Group's landbank additionally depends on, among others, the building rights and the expected timing of the projects. The value of landbank, assessed using a comparative method, is determined by referring to the market prices applied in transactions relating to similar properties.
The Group recognized a net profit from revaluation and impairment of assets of €11,514 in the nine-month period ended 30 September 2022 and €2,111 net loss from revaluation and impairment of assets in the nine-month period ended 30 September 2021.
Increases in interest rates generally increase the Group's financing costs. However, as of 30 September 2022, 95% of the Group's borrowings were either based on fixed interest rate or hedged against interest rate fluctuations, mainly through interest rate swaps and cap transactions.
In an economic environment in which availability of financing is not scarce, demand for investment properties generally tends to increase when interest rates are low, leading to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, resulting in recognition of impairment that could negatively affect the Group's income.
Historically, EURIBOR rates have remained close to zero or in the negative territory as presented on the graph below. However due to the inflationary pressure in the last six months of the year the European Central Bank has decided to increase interest rates and it is expected that these shall be on the positive territory in the next few months or years to come.

The graph presents EURIBOR for three-month deposits for the period between 2012 – 2022.
For nine-month periods ended 30 September 2022 and 30 September 2021, a vast majority of the Group's revenues and costs were incurred or derived in euro. Nonetheless, the exchange rates against euro of the local currencies of the countries the Group operates in are an essential factor as the credit facilities obtained may be denominated in either euro or local currencies.
The Group presents its financial statements in euro, its operations, however, are based locally in Poland, Romania, Hungary, Croatia, Serbia, and Bulgaria. The Group receives the vast majority of its revenue from rent denominated in euro, however, it receives a certain portion of its income and incurs most of its costs (including the vast majority of its selling expenses and administrative expenses) in local currencies, including the Polish zlotys, Bulgarian levas, Croatian kunas, Hungarian forints, Romanian leis, and Serbian dinars. In particular, the significant portion of the financial costs incurred by the Group includes: (i) the interest on the bonds issued by the Group in Polish zlotys, and (ii) the interest on the bonds issued by the Group in Hungarian forints. The exchange rates between local currencies and the euro have historically fluctuated. The Group hedges its foreign exchange exposure.
The income tax expense (both actual and deferred) in the jurisdictions in which the Group conducts its operations is incurred in such local currencies. Consequently, such income tax expense was and may continue to be materially affected by foreign exchange rate movements.
Accordingly, the foreign exchange rate movements have a material impact on the Group's operations and financial results.
The COVID-19 outbreak in Europe has led governments to implement rescue packages, as well as supporting monetary policies by the European Central Bank to moderate the economic impact of the pandemic which have a direct or indirect impact on household consumption and thus consumer price indices. Increase of price of energy and services significantly influences the inflation rate.
The Group's financial results are linked to the consumer price index as on one hand its rental revenue is indexed to the European CPI and on the other hand part of its debt is based on floating interest rate, which also may fluctuate as a result of the inflation. Although as of 30 September 2022, 95% of its debt is based on fixed rate or hedged against interest rate fluctuations so the exposure to the changes in interest rate is limited.
Additionally, the Group operates shopping malls and part of its rent (approximately 3% of total revenues from rental activity in 2021) is based on the tenant's turnover, which in may be dependent on the inflation. Tenants' turnover might have an impact on the Group's operations and financial results.
According to Eurostat, the Euro area annual inflation was 9.9% in September 2022 and is expected to further grow. The graph below presents below the Harmonized Index of Consumer Prices (HICP) in countries which Group's operate and the Euro area. The main index reference period currently used is 2015.

* definition differs (see metadata at https://ec.europa.eu/eurostat/web/hicp/overview)
Source: https://ec.europa.eu/eurostat/web/hicp/overview
In the CEE and SEE markets, real estate development companies, including the companies of the Group, usually finance their real estate projects with proceeds from the issue of the bonds, proceeds from bank loans, loans extended by their holding companies. The availability and cost of procuring financing are of material importance to the implementation of the Group's projects and for the Group's development prospects, as well as its ability to repay existing debt. The unstable geopolitical situation may have negative impact on the cost and availability of the financing. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's net profit.
On 24 February 2022, Russian forces entered Ukraine and military conflict ensued. At the time these financial statements were prepared the extent of the conflict and its longer-term impact are unknown. The conflict caused immediate volatility in global stock markets and uncertainties are anticipated in relation to the cost and availability of energy and natural resources, particularly within Europe. Significant economic sanctions have been imposed against Russia by the European Union. The direct impact on the real estate markets where the Company operates is yet unknown. At this stage, there is no evidence that transaction activity within the Markets that the Company operates and the sentiment of buyers or sellers has changed. As of 30 September 2022, and 31 December 2021, the Group did not have any assets in areas of conflict.
The conflict, however, caused immediate volatility in global stock markets, and uncertainties are anticipated in relation to the cost and availability of energy and natural resources, in particular within Europe. On 5 September 2022, Russian authorities announced that the Nord Stream pipeline would remain shut down for as long as western sanctions are in place, which immediately increased energy and gas prices on international markets. The Group cannot exclude that further rapid growth of electricity and gas prices will not have a negative effect on its annual spending on service charges (which are forecasted annually at the beginning of each calendar year and settled with tenants after the closing of the year), which in addition to rental rates constitute the total cost of renting an office or retail space for the tenant.
On 4 January 2022, National Court Register registered the amendment to the Company's articles of association regarding the increase of the Company's share capital through the issuance of ordinary series O bearer shares. On 10-11 January 2022, the Group recorded proceeds from issue of share capital (net of issuance costs) in amount of € 120,386.
On 12 January 2022, the Group finalized the sale of the entire share capital of Serbian subsidiaries: Atlas Centar d.o.o. Beograd ("Atlas Centar"), Demo Invest d.o.o. Novi Beograd ("Demo Invest"), GTC BBC d.o.o. ("BBC"), GTC Business Park d.o.o. Beograd ("Business Park"), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd ("GTC MRN") and Commercial and Residential Ventures d.o.o. Beograd ("CRV"), following the satisfaction of customary conditions precedent. The free cash generated from this disposal net of cash in disposed assets was €125,112.
On 13 January 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Zeta DBRNT Kft. from a company related to the majority shareholder of the Company, which owns an existing office building on the Danube riverbank with GLA of 2,540 sq m for a consideration of €7,700.
On 4 February 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Epsilon PSZTSZR Kft. from a company related to the majority shareholder of the Company, which owns a land plot of 25,330 sqm in Budapest with existing six old buildings for a consideration of €9,900. The Group is refurbishing the existing buildings and once refurbished, the project will provide a 14,000 sq m new Class A office campus.
On 11 February 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired from Groton Global Corp Napred company in Belgrade holding a land plot of 19,537 sq m for a consideration of €33,800.
In March 2022, the Group has completed a Class A office building in Budapest, Hungary – Pillar.
In March 2022, the Group commenced the development of the third building within the Matrix Office Park in Zagreb – Matrix C.
On 28 June 2022, GTC UBP Sp. z o.o., a wholly-owned subsidiary of the Company, signed with Berlin Hyp AG an amendment agreement to the bank loan agreement, according to which a prepayment of €6,100 was made at the beginning of July 2022. The outstanding balance of the loan will be paid as the balloon payment on the maturity date.
In July 2022, GTC K43-45 Property Kft, a wholly owned subsidiary of the Company, acquired a land plot in CBD in Budapest for a consideration of €6,550. The project has an existing building permit for the development of approximately 6,400 sq m of hospitality, student housing or short-term rental apartments.
On 19 July 2022, GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of Forest Offices Debrecen, an office building owned by the subsidiary. The selling price under the agreement is HUF 19,100,000 (an equivalent of €45,200 as at 30 September 2022). The closing of the transaction is expected to take place by the end of Q4 2022.
On 28 July 2022, GTC has sold Cascade Building S.R.L., a wholly-owned subsidiary of the Company owning Cascade Office Building in Bucharest (4,211 sq m). Net proceeds from sale of subsidiary were EUR 10,316.
On 9 August 2022, the Company entered into an agreement concerning a transaction involving a joint venture investment into an innovation park in County Kildare, Ireland (the "Transaction"). The Transaction involves an investment of approximately €115,000 into the Kildare Innovation Campus. The project involves other international professional investors acting through a Luxemburg partnership advised by Icona Capital, an entity from the same group as GTC's minority partner (for more details please refer to note 16 in interim condensed consolidated financial statements for the nine-month period ended 30 September 2022).
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") for consideration of €12,600 from an entity related to the Majority shareholder. The Fund is focus on commercial real estate investments in Slovenia and Croatia with a total gross asset value of €68,750. The fund expected maturity is in Q4 2028.
The Group did not publish forecasts for the nine months of 2022 or for full year 2022.
Investment properties that are owned by the Group comprise office and commercial space, including property under construction. Investment property can be split up into (i) completed investment property; (ii) investment property under construction; (iii) investment property land plots, and (iv) right of use.
The Group classifies its residential inventory as current or non-current assets based on their development stage within the business operating cycle. The normal operating cycle, in most cases, falls within a period of one to five years. The Group classifies residential inventory, the development of which is planned to be commenced at least one year after the balance sheet date as residential landbank, which is part of its non-current assets.
Investment in associates and joint ventures is accounted for pursuant to the equity method. Such investment is carried in the statement of financial position at cost plus post-acquisition changes in the Group's share of the net assets of the associate and joint ventures.
Assets held for sale comprise office or retail space and land plots that are designated for sale.
Short-term blocked, and long-term blocked deposits are restricted and can be used only for certain operating activities as determined by underlying contractual undertakings.
Non-current financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
Derivatives include hedge instruments held by the Group that mitigate the risk of interest and currency rate fluctuations. In relation to the instruments qualified as cash flow hedges, the portion of gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income, and the ineffective portion (if any) is recognized in net profit or loss. The classification of hedges in the statement of the financial position depends on their maturity. For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are recorded directly in net profit and loss for the year. The fair value of interest rate swap contracts is determined by calculating the present value of cash flows of each leg of the transaction, taking into account several risk statistics.
Total assets decreased by €105,431 (4%) to €2,738,318 as of 30 September 2022 from €2,843,749 as of 31 December 2021.
The value of investment property increased by €17,247 (1%) to €2,257,907 as of 30 September 2022 from €2,240,660 as of 31 December 2021, mainly due to investment of €117,918 mostly into the acquisition of a new landbank in Serbia and three assets in Hungary and adjustment to fair value of €12,317. This increase was offset mainly by a reclassification of three office buildings – Matrix A, Matrix B, and Forest Office Debrecen in the amount of €95,860 to assets held for sale, sale of Cascade office building for the amount of €10,100 and sale of land plots in Poland for the amount of €8,887.
The value of assets held for sale decreased by €192,934 (66%) to €99,067 as of 30 September 2022 from €292,001 as of 31 December 2021, mainly as a result of the completion of the sale of Serbian entities (incl. real estate assets, cash and deposits, and other assets) offset by the reclassification of three office buildings – Matrix A, Matrix B and Forest Office Debrecen (€95,860) to assets held for sale.
The value of derivatives increased by €22,948 to €23,774 as of 30 September 2022 from €826 as of 31 December 2021, mainly attributable to the positive valuation of IRS instruments related to bank loans.
The value of non-current financial assets (related to investment property) measured at fair value through profit or loss increased by €129,725 as of 30 September 2022 from €0 as of 31 December 2021, mainly due to an investment into the Kildare Innovation Campus, Ireland in the amount of €115,000 through the issuance of notes and acquisition of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. in the amount of €12,600.
The value of receivables from shareholders decreased to €0 as of 30 September 2022 from €123,425 as of 31 December 2021, following the registration of capital increase by the National Court Register and recording proceeds in January 2022.
The value of cash and cash equivalents increased by €39,734 (45%) to €127,202 as of 30 September 2022 from €87,468 as of 31 December 2021, mainly as a result of the sale of Serbian assets and one Romanian entity (net of cash in disposed entities) of €135,429 combined with capital increase in the total amount of €120,386, partially offset by the purchase of non-current financial assets (related to investment property) measured at fair value through profit or loss in the amount of €129,725, purchase of completed assets and land in the total amount of €57,137 and expenditure on investment property of €60,623.
The value of loans and bonds decreased by €48,765 (4%) to €1,250,686 as of 30 September 2022 as compared to €1,299,451 as of 31 December 2021 mainly due to repayment of bonds and loans in the amount of €32,053 and foreign exchange gain on bonds in PLN and HUF of €22,678. The decrease was offset mainly by drawdown of a top up loan related to the completion of the Pillar project of €6,173.
The value of liabilities held for sale decreased by €151,681 (98%) to €3,150 as of 30 September 2022 from 154,831 as of 31 December 2021 following the disposal of office properties in Serbia partially offset by reclassification of Matrix to liabilities related to assets held for sale.
The value of dividend payable to shareholders increased by €33,018 as of 30 September 2022 from €0 as of 31 December 2021 following the decision of the annual Shareholder Meeting on distribution of profits from 2021. The dividend was subsequently paid on 18 October 2022.
The value of derivatives increased by €17,873 (43%) to €59,297 as of 30 September 2022 from €41,424 as of 31 December 2021 mainly due changes in fair value in relation to the cross currency interest swaps on the Hungarian bonds.
The value of trade payables and provisions decreased by €2,990 (10%) to €28,102 as of 30 September 2022 from €31,092 as of 31 December 2021, mainly due to repayment of liability related to development activity.
The value of income tax payable increased by €2,812 to €3,812 as of 30 September 2022 from €1,000 as of 31 December 2021, mainly due to the income tax payable on sale of Serbian office portfolio.
The value of unregistered share capital decreased to €0 as of 30 September 2022 from €120,295 as at 31 December 2021, following registration of the capital increase by National Court Register (Krajowy Rejestr Sądowy).
The value of share capital increased by €1,913 (17%) to €12,920 as of 30 September 2022 from €11,007 as at 31 December 2021, following reclassification of unregistered share capital after share capital increase was registered.
The value of share premium increased by €118,382 (22%) to €668,904 as of 30 September 2022 from €550,522 as at 31 December 2021, following the share capital increase at a price above the nominal value.
The value of accumulated profit increased by €13,739 (3%) to €515,443 as of 30 September 2022 from €501,704 as of 31 December 2021, following recognition of profit for the period, in the amount of €49,416 offset by distribution of 2021 profit in the form of dividend in the amount of €34,583.
The value of hedge reserve decreased by €22,722 (74%) to €8,181 as of 30 September 2022 from €30,903 as of 31 December 2021, mainly due to the positive revaluation of the IRS instruments related to bank loans, which resulted mainly from an increase in market interest rates.
The value of equity increased by €36,786 (3%) to €1,153,775 as of 30 September 2022 from €1,116,989 as of 31 December 2021 mainly due to recognition of profit of €49,416 and a positive change in the value of hedge reserve by €22,722. Increase was partially offset by distribution of 2021 profit in the form of dividend in the amount of €34,583.
Revenues from operations consist of:
Costs of operations consist of:
• service costs, which consist of all the costs related to the management services provided to the individual tenants within the Group's properties — service costs should be covered by service income.
Gross margin from operations is equal to the revenues from operations less the cost of operations.
Selling expenses include:
Administration expenses include:
• payroll, management fees, and other expenses that include the salaries of all employees that are not directly involved in sales or rental activities;
Net valuation gains (loss) on investment property and investment properties under development reflect the change in the fair value of investment properties and investment property under development.
Financial income includes interest on loans granted to associate companies and interest on bank deposits.
Financial expenses include interest on borrowings and deferred debt rising expenses. Borrowing costs are expensed in the period in which they are incurred, except for those that are directly attributable to construction. In such a case, borrowing costs are capitalized as part of the cost of the asset. Borrowing costs include interest and foreign exchange differences. Additionally, financial income or expenses include settlement of financial assets and gains or losses arising from changes in the fair value of derivatives that do not qualify for hedge accounting.
Income tax on profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantially enacted as of the balance sheet date and any adjustments to tax payable in respect of previous years. Generally, the Group disposes of property holding companies rather than the real estate itself, in part because, in certain jurisdictions, the sale and disposal of real estate are generally subject to real estate transfer tax and/or VAT.
Rental and service revenues increased by €1,702 (1%) to €126,125 in the nine-month period ended 30 September 2022 compared to €124,423 in the nine-month period ended 30 September 2021. The Group recognized an increase in rental revenues following acquisition of income generating properties and the completion of Pillar in the amount of €13,100 and an increase in rental revenues from the retail portfolio in the amount of €10,100 as a result of the end of the Covid-19 related discounts and measures taken to help the retail tenants, as well as an increase in an average rental rate following the indexation of its rental rates to the European CPI. The increase was partially offset by a decrease in rental revenues following the sale of Serbian office portfolio in the first quarter of 2022 and Cascade office building in the third quarter of 2022 of €19,015 and due to a slight decline in average occupancy rate of the office portfolio in Poland and Romania.
Service cost increased by €2,700 (9%) to €34,229 in the nine-month period ended 30 September 2022 as compared to €31,529 in the nine-month period ended 30 September 2021. The Group recognized an increase in service costs following acquisition of income generating properties and completion of Pillar of €4,100 and an increase in service cost in shopping centers of €1,300 and offices of €1,300 coming from inflation increase of operational costs. The increase was partially offset by a decrease in the service costs due to the sale of Serbian office portfolio in the first quarter of 2022 and Cascade office building in the third quarter of 2022 of €4,000.
Gross margin (profit) from operations decreased by €998 (1%) to €91,896 in the nine-month period ended 30 September 2022 as compared to €92,894 in the nine-month period ended 30 September 2021, mainly resulting from an increase in the service charge cost due to acquisitions of properties, slight decline in an average occupancy rate in Poland and Romania combined with a loss in rental and service revenues due to the sale of Serbian office portfolio.
The gross margin on rental activities in the nine-month period ended 30 September 2022 was 73% compared to 75% in the nine-month period ended 30 September 2021.
Administration expenses (before provision for the share-based program) increased by €1,681 (19%) to €10,526 in the nine-month period ended 30 September 2022 from €8,845 in the ninemonth period ended 30 September 2021 mainly due to an increase in the remuneration expenses and an increase in audit, IT services and other advisory expenses. Mark-to-market of the share-based program resulted in a reversal of share-based provision of €1,410 in the nine-month period ended 30 September 2022 compared to the provision of €478 recognized in the nine-month period ended 30 September 2021. The above factors resulted in a decrease of administration expenses of €207 (2%) to €9,116 in the nine-month period ended 30 September 2022 from €9,323 in the nine-month period ended 30 September 2021.
Net profit from the revaluation of the assets amounted to €11,514 in the nine-month period ended 30 September 2022, compared to a net loss of €2,111 in the nine-month period ended 30 September 2021. Net profit from the revaluation of the investment properties is driven mainly by progress on the leasing and development of GTC X (project under construction, Belgrade, Serbia) and completion of Pillar (Budapest, Hungary) as well as the planned disposal of our assets held for sale in Croatia.
Foreign exchange loss amounted to €2,518 in the nine-month period ended 30 September 2022, compared to a foreign exchange loss of €438 in the nine-month period ended 30 September 2021.
Finance income amounted to €928 in the nine-month period ended 30 September 2022 as compared to €223 in the nine-month period ended 30 September 2021.
Finance cost decreased by €8,879 (26%) to €25,043 in the nine-month period ended 30 September 2022 as compared to €33,922 in the nine-month period ended 30 September 2021. The weighted average interest rate (including hedges) as of 30 September 2022 was 2.18%.
Profit before tax was €65,146 in the nine-month period ended 30 September 2022, compared to a profit before tax of €45,797 in the nine-month period ended 30 September 2021. This mainly resulted from profit from revaluation/impairment of assets of €11,514 and lower finance cost by €8,879. The increase was partially offset by higher foreign exchange differences loss by €2,080.
Tax amounted to €15,730 in the nine-month period ended 30 September 2022, compared to a tax of €12,720 in the nine-month period ended 30 September 2021. Taxation consists mainly of €13,032 current tax expenses and €2,698 of deferred tax expenses.
Net profit increased by €16,339 (49%) to €49,416 in the nine-month period ended 30 September 2022, compared to a net profit of €33,077 in the nine-month period ended 30 September 2021. This mainly resulted from profit from revaluation of assets of €11,514 and lower finance cost by €8,879, partially offset by an increase in foreign exchange differences loss by €2,080.
Rental and service revenues decreased by €3,729 (8%) to €41,846 in the three-month period ended 30 September 2022 compared to €45,575 in the three-month period ended 30 September 2021. The Group recognized a decrease in rental revenues following the sale of Serbian office portfolio in the first quarter and Cascade office building in the third quarter of 2022 of €6,500 and due to a slight decline in an average occupancy rate In the office portfolio in Poland. The decrease was partially offset by acquisition of income generating properties and the completion of Pillar in the amount of €900 and an increase in rental revenues as from shopping centers in the amount of €1,700 as a result of the end of the Covid-19 related discounts and measures taken to help the retail tenants, as well as an increase in average rental rate following the indexation of its rental rates to the European CPI.
Service cost remained virtually unchanged at €11,574 in the three-month period ended 30 September 2022 as compared to €11,505 in the three-month period ended 30 September 2021. The Group recognized an increase in service costs following acquisition of income generating properties and completion of Pillar of €1,100 and increase in service costs in offices of €500 and a slight increase of the costs due to the inflationary pressure. The increase was partially offset by a decrease in the service costs due to the sale of Serbian office portfolio in the first quarter and Cascade office building in the third quarter of 2022 of €1,300.
Gross margin (profit) from operations decreased by €3,798 (11%) to €30,272 in the threemonth period ended 30 September 2022 as compared to €34,070 in the three-month period ended 30 September 2021, which reflects mainly from an increase in the service charge cost due to acquisitions of properties and an increase in service cost coming from inflation increase of operational costs and slight decline in an average occupancy rate combined with a loss in rental and service revenues due to the sale of Serbian office portfolio.
The gross margin on rental activities in the three-month period ended 30 September 2022 was 72% compared to 75% in the three-month period ended 30 September 2021.
Administration expenses (before provision for the share-based program) increased by €721 (25%) to €3,599 in the three-month period ended 30 September 2022 from €2,878 in the threemonth period ended 30 September 2021 mainly due to an increase in audit and legal services and other advisory expenses. Mark-to-market of the share-based program resulted in a reversal of share-based provision of €913 in the three-month period ended 30 September 2022 compared to the provision of €186 recognized in the three-month period ended 30 September 2021. The above factors resulted in a decrease of administration expenses of €378 (12%) to €2,686 in the three-month period ended 30 September 2022 from €3,064 in the three-month period ended 30 September 2021.
Net loss from the revaluation/impairment of the assets amounted to €4,772 in the three-month period ended 30 September 2022, compared to a net loss of €1,031 in the three-month period ended 30 September 2021. Net loss from the revaluation of the investment properties is driven mainly by capitalized expenditures during third quarter on the existing office portfolio.
Foreign exchange differences loss amounted to €1,065 in the three-month period ended 30 September 2022, compared to a foreign exchange loss of €289 in the three-month period ended 30 September 2021.
Finance income amounted to €731 in the three-month period ended 30 September 2022 as compared to €73 in the three-month period ended 30 September 2021.
Finance cost decreased by €3,855 (31%) to €8,453 in the three-month period ended 30 September 2022 as compared to €12,308 in the three-month period ended 30 September 2021. The weighted average interest rate (including hedges) as of 30 September 2022 was 2.18%.
Profit before tax was €13,346 in the three-month period ended 30 September 2022, compared to a profit before tax of €16,789 in the three-month period ended 30 September 2021. This mainly resulted from decrease in gross margin by €3,798, combined with increased loss from revaluation/impairment of assets by €3,741, partially offset by decrease in finance cost by €3,855.
Tax amounted to €4,639 in the three-month period ended 30 September 2022, compared to a tax of €5,211 in the three-month period ended 30 September 2021. Taxation consists mainly of €1,167 of current tax expenses and €3,472 of deferred tax expense.
Net profit decreased by €2,871 (25%) to €8,707 in the three-month period ended 30 September 2022, compared to a net profit of €11,578 in the three-month period ended 30 September 2021. This mainly resulted from a decrease in gross margin by €3,798, combined with increased loss from revaluation/impairment of assets by €3,741, partially offset by decrease in finance cost by €3,855 and decrease in tax expense of €572.
The operating cash flow is the cash that the Group generates through running its business and comprises cash inflows from rental activities.
The investing cash flow is the aggregate change in the Group's cash position resulting from any gains (or losses) from investments in the financial markets, investment properties, and operating subsidiaries, as well as changes resulting from amounts spent on investments in capital assets, such as property, plant, and equipment.
The cash flow from (used in) financing activities accounts for, inter alia, the payment of cash dividends, receiving proceeds from loans or bonds, and issuing stock.
Cash balance consists of cash in banks. Cash in banks may earn interest at floating rates based on daily bank deposit rates if those are positive. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates if those are positive. All cash is deposited in banks. All cash and cash equivalents are available for use by the Group.
The table below presents an extract of the cash flow for the nine-month periods ended 30 September 2022 and 2021:
| Nine-month period ended | ||
|---|---|---|
| 30 Sep. 2022 | 30 Sep. 2021 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net cash from operating activities | 65,251 | 76,777 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Expenditure on investment property and property, plant and equipment |
(60,623) | (68,182) |
| Purchase of completed assets and land, residential land | (57,137) | (273,689) |
| Sale of landbank, residential landbank or subsidiaries (net of cash in disposed entities) |
146,586 | 595 |
| Purchase of non-current financial assets Decrease in short term deposits designated for |
(129,725) | - |
| investment | - | 922 |
| Advances received for assets held for sale | 2,500 | 1,080 |
| VAT/tax on purchase/sale of investment property | (1,351) | 247 |
| Interest received | 721 | 16 |
| Net cash used in investing activities | (99,029) | (339,011) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | 6,173 | 699,123 |
| Repayment of long-term borrowings | (32,053) | (580,179) |
| Interest paid and other financing breaking fees | (23,707) | (26,350) |
| Proceeds from issue of share capital, net of issuance costs | 120,386 | - |
| Repayment of a lease liability | (557) | (516) |
| Loans origination payment | (236) | (7,561) |
| Decrease/(Increase) in short term deposits | (248) | 6,313 |
| Dividend paid to minority | (753) | - |
| Net cash from financing activities | 69,005 | 90,830 |
| Net foreign exchange difference | (3,778) | (626) |
| Net increase/ (decrease) in cash and cash equivalents | 31,449 | (172,030) |
| Cash and cash equivalents at the beginning of the period | 96,633 | 271,996 |
| Cash and cash equivalents at the end of the period | 128,082 | 99,966 |
Net cash flow from operating activities decreased to €65,251 in the nine-month period ended 30 September 2022 from €76,777 in the nine-month period ended 30 September 2021. The decrease resulted from the tax paid and income loss due to the sale of office portfolio in Serbia partially offset by the completion and acquisition of the income generated properties in Hungary.
Net cash flow used in investing activities amounted to €99,029 in the nine-month period ended 30 September 2022 compared to €339,011 in the nine-month period ended 30 September 2021. Cash flow used in investing activities is mainly composed of purchase of non-current financial assets of €129,725, expenditure on investment properties and land of €60,623, and purchase of completed assets and land of €57,137, partially offset by sale of landbank, Serbian and Romanian subsidiaries (net of cash in disposed entities) of €146,586.
Net cash flow from financing activities amounted to €69,005 in the nine-month period ended 30 September 2022, compared to €90,830 of cash flow from financing activities in the ninemonth period ended 30 September 2021. Cash flow from financing activities mainly composed of (i) proceeds from issue of share capital, net of issuance costs of €120,386; (ii) repayment of long-term borrowings of €32,053 and (iii) interest paid and other financing breaking fees in the amount of €23,707.
Cash and cash equivalents as of 30 September 2022 amounted to €128,082 (including AHFS of €880) compared to €99,966 as of 30 September 2021. The Group keeps its cash in the form of current accounts and bank deposits.
As of 30 September 2022, the Group believes that its cash balances, cash generated from disposal of properties, cash generated from leasing activities of its investment properties, and cash available under its existing and future loan facilities as well as revolving credit facility will fund its needs.
The Group endeavors to manage all its liabilities efficiently and is constantly reviewing its funding plans related to (i) the development and acquisition of commercial properties, (ii) debt servicing of its existing assets portfolio, and (iii) CAPEX. Such funding is sourced through available cash, operating income, and refinancing.
As of 30 September 2022, the Group's non-current liabilities amounted to €1,459,552 compared to €1,487,683 as of 31 December 2021.
The Group's total debt from long and short-term loans and borrowings as of 30 September 2022 amounted to €1,250,686, as compared to €1,441,403, including loans related to assets held for sale of €141,952 (net of deferred issuance debt expenses) as of 31 December 2021. The weighted average interest rate (including hedges) as of 30 September 2022 was 2.18%.
The Group's loans and borrowings are mainly denominated in Euro. Debt in other currencies includes bonds (series maturing in 2022-2023) in PLN and green bonds issued by Hungarian subsidiary in HUF (series maturing in 2027-2031), which are hedged through cross currency interest rate swaps following the hedging policy of the Group.
The Group's net loan-to-value ratio amounted to 44.3% as of 30 September 2022 (includes non-current financial assets), compared to 52.5% as of 31 December 2021. The Group's longterm strategy is to keep its loan-to-value ratio at a level of 40%; however, in case of acquisitions, the Company may deviate temporarily.
As of 30 September 2022, 95% of the Group's loans (by value) were based on the fixed interest rate or hedged against interest fluctuations, mainly through interest rate swaps and cap transactions.
In the CEE and SEE markets, real estate development companies, including the companies of the Group, usually finance their real estate projects with proceeds from the issue of the bonds, proceeds from bank loans, loans extended by their holding companies. The availability and cost of procuring financing are of material importance to the implementation of the Group's projects and for the Group's development prospects and its ability to repay existing debt. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's cash flow and net profit.
Traditionally, the principal sources of financing for the Group's core business included rental revenues, bank loans, proceeds from projects, proceeds from bonds issued by the Company, and proceeds from asset disposals.
The Management has prepared and analyzed the cash flow budget based on certain hypothetical defensive assumptions to assess the reasonableness of the going concern assumption given the current developments on the market. This analysis assumed certain loan repayment acceleration, negative impact on NOI, as well as other offsetting measures, which the Management may take to mitigate the risks, including deferring the development activity and dividend pay-out.
Based on Management's analysis, the current cash liquidity of the Company, and the budget assumptions, Management concluded that there is no material uncertainty as to the Company's ability to continue as a going concern in the foreseeable future i.e., at least in the next 12 months. Management notes that it is difficult to predict the ultimate short, medium, and long-term impact of the macroeconomic conditions on the financial markets and the Company's activities, but the expected impact may be significant. Accordingly, Management conclusions will be updated and may change from time to time.
As of 30 September 2022, the Group does not have any long-term loans granted to its associates or joint ventures.
During the nine -month period ended 30 September 2022, the Group did not grant guarantees where the total value is material.
As of 30 September 2022 and 30 September 2021 there were no guarantees given to third parties. As of 30 September 2022, the guarantees granted amounted to €0.
Additionally, the Company gives typical warranties in connection with the sale of its assets, under the sale agreements, and construction cost-overruns guarantees to secure construction loans. The risk involved in the above warranties and guarantees is very low.
In the normal course of business activities, the Group receives guarantees from the majority of its tenants to secure the rental payments on the leased space.
The following table presents the Company's shareholders, who had no less than 5% of votes at the general meeting of GTC S.A. shareholders, as of the date of 30 September 2022.
On 12 September 2022, the Company received notification on a change in the shareholding of the Company. Pursuant to the Notification, as a result of completion of the intra-group corporate reorganization Global Debt Strategy S.à r.l. ("GDS") being a subsidiary of Alpine Holding Korlátolt Felelősségű Társaságthe ("Alpine"), directly acquired from GTC Holding control over 100% of the shares of GTC Dutch Holdings B.V. As a result of the transaction Alpine holds indirectly (i.e. through GDS, which in turn indirectly holds through GTC Dutch Holdings B.V) 43.10% of GTC's shares. For more detail please see current report no 40/2022.
The table is prepared based on information received directly from the shareholders or subscription information, and presents shareholder structure as of the date of this report:
| Number of shares and |
Change in number of |
||||
|---|---|---|---|---|---|
| rights to the | Number of | shares since | |||
| shares held | % of | votes | 30 June 2022 | ||
| (not in | share | (not in | % of | (not in | |
| Shareholder | thousand) | capital | thousand) | votes | thousand) |
| GTC Dutch Holdings B.V. 1 |
247,461,591 | 43.10% | 337,637,591 | 58.80% | No change |
| Icona Securitization Opportunities Group S.A R.L.2 |
90,176,000 | 15.70% | 0 | 0% | No change |
| GTC Holding Zártkörüen Müködö Részvénytársaság¹ |
21,891,289 | 3.81% | 21,891,289 | 3.81% | No change |
| OFE PZU Złota Jesień |
53,500,000 | 9.32% | 53,500,000 | 9.32% | No change |
| AVIVA OFE Aviva Santander |
47,364,000 | 8.25% | 47,364,000 | 8.25% | No change |
| Other shareholders | 113,862,242 | 19.82% | 113,862,242 | 19.82% | No change |
| Total | 574,255,122 | 100.00% | 574,255,122 | 100.00% | No change |
1 Ultimate shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which indirectly holds 269,352,880 shares of GTC S.A., entitling to 269,352,880 votes in the Company, representing 46.91% of the Company's share capital and carrying the right to 46.91% of the total number of votes in GTC S.A
2 Icona Securitization Opportunities Group S.A R.L. holds directly 15.70% of the share capital of the Company with reservations that all its voting rights were transferred to GTC Dutch Holdings B.V. and that Icona granted the power of attorney to its voting rights to GTC Dutch Holdings B.V.
The following table presents shares owned directly or indirectly by members of the Company's management board of the date of publication of this interim report, and changes in their holdings since the date of publication of the Group's last financial report (interim report for the six-month period ended 30 June 2022) as of 24 August 2022.
The information included in the table below is based on information received from members of the management board.
| Balance as of 15 November 2022 (not in |
The nominal value of shares in PLN (not in |
Change since 24 August 2022 (not in |
|
|---|---|---|---|
| Management board member | thousand) | thousand) | thousand) |
| Zoltán Fekete | 0 | 0 | No change |
| Ariel Ferstman | 5,240 | 524 | No change |
| János Gárdai | 0 | 0 | No change |
| Total | 5,240 | 524 |
The following table presents shares owned directly or indirectly by members of the Company's supervisory board of the date of publication of this interim report, and changes in their holdings since the date of publication of the Group's last financial report (interim report for the six-month period ended 30 June 2022) as of 24 August 2022.
| Balance as of 15 November 2022 (not in |
The nominal value of shares in PLN |
Change since | |
|---|---|---|---|
| Members of supervisory board | thousand) | (not in thousand) | 24 August 2022 |
| János Péter Bartha | 0 | 0 | No change |
| Lóránt Dudás | 0 | 0 | No change |
| Balázs Figura | 0 | 0 | No change |
| Mariusz Grendowicz¹ | 13,348 | 1,335 | No change |
| Artur Kozieja | 0 | 0 | No change |
| Marcin Murawski | 0 | 0 | No change |
| Gyula Nagy | 0 | 0 | No change |
| Daniel Obajtek | 0 | 0 | No change |
| Bálint Szécsényi | 0 | 0 | No change |
| Bruno Vannini | 0 | 0 | No change |
| Total | 13,348 | 1,335 |
The information included in the table below is based on information received from members of the supervisory board.
¹ change since 2 September 2022
The Group did not conduct any material transactions with the related parties that are not based on arm's length basis
There are no individual proceeding or group of proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries, with the total value of liabilities or claims is material.


| 30 September 2022 |
31 December 2021 |
||
|---|---|---|---|
| ASSETS | Note | (unaudited) | (audited) |
| Non-current assets | |||
| Investment property | 8 | 2,257,907 | 2,240,660 |
| Residential landbank | 27,622 | 27,002 | |
| Property, plant and equipment | 7,393 | 7,834 | |
| Blocked deposits | 12,193 | 11,078 | |
| Deferred tax asset | 3,636 | 3,786 | |
| Derivatives | 10 | 19,539 | 826 |
| Non-current financial assets (related to investment property) measured at fair value through profit or loss |
16 | 129,725 | - |
| Other non-current assets | 141 | 163 | |
| 2,458,156 | 2,291,349 | ||
| Loan granted to non-controlling interest | |||
| partner | 9 | 10,835 | 10,628 |
| 2,468,991 | 2,301,977 | ||
| Current assets | |||
| Accounts receivables | 7,149 | 6,161 | |
| Accrued income | 3,087 | 3,448 | |
| Receivables from shareholders | 15 | - | 123,425 |
| VAT and other tax receivable | 4,308 | 2,957 | |
| Income tax receivable | 567 | 456 | |
| Prepayments, deferred expenses and other receivables |
10,814 | 11,515 | |
| Derivatives | 10 | 4,235 | - |
| Short-term blocked deposits | 12,898 | 14,341 | |
| Cash and cash equivalents | 127,202 | 87,468 | |
| 170,260 | 249,771 | ||
| Assets held for sale | 13 | 99,067 | 292,001 |
| 269,327 | 541,772 | ||
| TOTAL ASSETS | 2,738,318 | 2,843,749 |
| 30 September | 31 December | ||
|---|---|---|---|
| Note | 2022 (unaudited) |
2021 (audited) |
|
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the Company |
|||
| Share capital | 15 | 12,920 | 11,007 |
| Share premium | 15 | 668,904 | 550,522 |
| Unregistered share capital increase | 15 | - | 120,295 |
| Capital reserve | (49,489) | (49,489) | |
| Hedge reserve | (8,181) | (30,903) | |
| Foreign currency translation | (2,586) | (2,570) | |
| Accumulated profit | 515,443 | 501,704 | |
| 1,137,011 | 1,100,566 | ||
| Non-controlling interest | 9 | 16,764 | 16,423 |
| Total Equity | 1,153,775 | 1,116,989 | |
| Non-current liabilities | |||
| Long-term portion of long-term borrowing | 11 | 1,204,916 | 1,255,114 |
| Lease liability | 12 | 39,703 | 38,767 |
| Deposits from tenants | 12,193 | 11,078 | |
| Long term payable | 2,500 | 2,426 | |
| Provision for share based payment | - | 1,410 | |
| Derivatives | 10 | 56,006 | 38,743 |
| Deferred tax liabilities | 144,234 | 140,145 | |
| 1,459,552 | 1,487,683 | ||
| Current liabilities | |||
| Current portion of long-term borrowing | 11 | 45,770 | 44,337 |
| Current portion of lease liabilities | 12 | 202 | 198 |
| Trade payables and provisions | 28,102 | 31,092 | |
| Dividend payable to shareholders | 15 | 33,018 | - |
| Deposits from tenants | 1,801 | 1,932 | |
| VAT and other taxes payable | 1,791 | 2,222 | |
| Income tax payable | 3,812 | 1,000 | |
| Derivatives | 10 | 3,291 | 2,681 |
| Advances received | 4,054 | 784 | |
| 121,841 | 84,246 | ||
| Liabilities related to assets held for | 13 | 3,150 | 154,831 |
| sale | |||
| 124,991 | 239,077 | ||
| TOTAL EQUITY AND LIABILITIES | 2,738,318 | 2,843,749 |
| Note | Nine-month period ended 30 September 2022 (unaudited) |
Nine-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2022 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
|
|---|---|---|---|---|---|
| Rental revenue | 5 | 94,504 | 94,615 | 30,969 | 34,832 |
| Service charge revenue | 5 | 31,621 | 29,808 | 10,877 | 10,743 |
| Service charge costs | 5 | (34,229) | (31,529) | (11,574) | (11,505) |
| Gross margin from operations |
91,896 | 92,894 | 30,272 | 34,070 | |
| Selling expenses | (1,151) | (1,183) | (391) | (422) | |
| Administration expenses Profit/(loss) from |
6 | (9,116) | (9,323) | (2,686) | (3,064) |
| revaluation / impairment of assets |
8 | 11,514 | (2,111) | (4,772) | (1,031) |
| Other income | 825 | 306 | 265 | 65 | |
| Other expenses | (2,189) | (649) | (555) | (305) | |
| Profit from continuing operations before tax and finance income / expense |
91,779 | 79,934 | 22,133 | 29,313 | |
| Foreign exchange gain / (loss), net |
(2,518) | (438) | (1,065) | (289) | |
| Finance income | 928 | 223 | 731 | 73 | |
| Finance cost | 7 | (25,043) | (33,922) | (8,453) | (12,308) |
| Profit before tax | 65,146 | 45,797 | 13,346 | 16,789 | |
| Taxation | 14 | (15,730) | (12,720) | (4,639) | (5,211) |
| Profit for the period | 49,416 | 33,077 | 8,707 | 11,578 | |
| Attributable to: Equity holders of the Company |
48,322 | 32,272 | 8,369 | 11,312 | |
| Non-controlling interest | 9 | 1,094 | 805 | 338 | 266 |
| Basic earnings per share (in Euro) |
17 | 0.08 | 0.07 | 0.01 | 0.02 |
| Nine-month period ended 30 September 2022 (unaudited) |
Nine-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2022 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
|
|---|---|---|---|---|
| Profit for the period | 49,416 | 33,077 | 8,707 | 11,578 |
| Net other comprehensive income for the period, net of tax not to be reclassified to profit or loss in subsequent periods |
- | - | - | - |
| Gain/(Loss) on hedge transactions |
26,805 | (8,069) | 13,068 | (2,981) |
| Income tax | (4,083) | 394 | (1,893) | 184 |
| Net gain/(loss) on hedge transactions |
22,722 | (7,675) | 11,175 | (2,797) |
| Foreign currency translation | (16) | (103) | 260 | (84) |
| Net other comprehensive income for the period, net of tax to be reclassified to profit or loss in subsequent periods |
22,706 | (7,778) | 11,435 | (2,881) |
| Total comprehensive income/(loss) for the period, net of tax |
72,122 | 25,299 | 20,142 | 8,697 |
| Attributable to: | ||||
| Equity holders of the Company | 71,028 | 24,494 | 19,804 | 8,431 |
| Non-controlling interest | 1,094 | 805 | 338 | 266 |
| Share capital | Share premium |
Unregistered share capital increase |
Capital reserve |
Hedge reserve |
Foreign currency translation reserve |
Accumulated profit |
Total | Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of | 11,007 | 550,522 | 120,295 | (49,489) | (30,903) | (2,570) | 501,704 | 1,100,566 | 16,423 | 1,116,989 |
| 1 January 2022 (audited) | ||||||||||
| Other comprehensive income/(loss) |
- | - | - | - | 22,722 | (16) | - | 22,706 | - | 22,706 |
| Result for the period ended 30 September 2022 |
- | - | - | - | - | - | 48,322 | 48,322 | 1,094 | 49,416 |
| Total comprehensive income / (loss) for the period |
- | - | - | - | 22,722 | (16) | 48,322 | 71,028 | 1,094 | 72,122 |
| Registered share capital increase |
1,913 | 118,382 | (120,295) | - | - | - | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | (34,583) | (34,583) | - | (34,583) |
| Dividend paid to minority | - | - | - | - | - | - | - | - | (753) | (753) |
| Balance as of 30 September 2022 (unaudited) |
12,92011,007 | 550,522 668,904 |
- | (49,489) (49,489)(11,930) |
(8,181) | (2,553) (2,586)460,053 |
515,443957,610 | 1,137,011 | 16,53816,764 | 974,148 1,153,775 |
| Share capital | Share premium |
Unregistered share capital increase |
Capital reserve |
Hedge reserve |
Foreign currency translation reserve |
Accumulated profit |
Total | Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2021 (audited) |
11,007 | 550,522 | - | (49,489) | (11,930) | (2,553) | 460,053 | 957,610 | 16,538 | 974,148 |
| Other comprehensive income/(loss) |
- | - | - | - | (7,675) | (103) | - | (7,778) | - | (7,778) |
| Profit for the period ended 30 September 2021 |
- | - | - | - | - | - | 32,272 | 32,272 | 805 | 33,077 |
| Total comprehensive income / (loss) for the period |
- | - | - | - | (7,675) | (103) | 32,272 | 24,494 | 805 | 25,299 |
| Dividend paid to minority | - | - | - | - | - | - | - | - | (900) | (900) |
| Balance as of 30 September 2021 (unaudited) |
11,007 11,007 |
550,522 550,522 |
(49,489)- | (11,930) (49,489) |
(2,553) (19,605 ) |
460,053 (2,656) |
957,610 492,325 |
16,538 982,104 |
974,148 16,443 |
998,547 |
| Nine-month period ended 30 September 2022 |
Nine-month period ended 30 September 2021 |
||
|---|---|---|---|
| Note | (unaudited) | (unaudited) | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Profit before tax | 65,146 | 45,797 | |
| Adjustments for: | |||
| Loss/(profit) from revaluation/impairment of assets and residential projects |
8 | (11,514) | 2,111 |
| Foreign exchange loss, net | 2,518 | 438 | |
| Finance income | (928) | (223) | |
| Finance cost | 7 | 25,043 | 33,922 |
| Provision for share based payment loss/(profit) Depreciation |
6 | (1,410) | 478 |
| 375 | 490 | ||
| Operating cash before working capital changes Increase in accounts receivables and prepayments and other |
79,230 | 83,013 | |
| current assets | (2,524) | (3,074) | |
| Increase in advances received | 942 | 775 | |
| Increase in deposits from tenants | 1,591 | 2,286 | |
| Increase / (decrease) in trade and other payables | (3,967) | 1,165 | |
| Cash generated from operations | 75,272 | 84,165 | |
| Tax paid in the period | (10,021) | (7,388) | |
| Net cash from operating activities | 65,251 | 76,777 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Expenditure on investment property and property, | |||
| plant and equipment | 8 | (60,623) | (68,182) |
| Purchase of completed assets and land | 8 | (57,137) | (260,882) |
| Purchase of residential landbank | - | (12,807) | |
| Sale of landbank and residential landbank | 8,13 | 11,157 | - |
| Sale of subsidiary, net of cash in disposed assets | 1,13 | 135,429 | 595 |
| Purchase of non-current financial assets | 16 | (129,725) | - |
| Decrease in short term deposits designated for investment |
- | 922 | |
| Advances received for assets held for sale | 2,500 | 1,080 | |
| VAT/tax on purchase/sale of investment property | (1,351) | 247 | |
| Interest received | 721 | 16 | |
| Net cash used in investing activities | (99,029) | (339,011) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Proceeds from long-term borrowings | 11 | 6,173 | 699,123 |
| Repayment of long-term borrowings | 11 | (32,053) | (580,179) |
| Interest paid and other financing breaking fees | (23,707) | (26,350) | |
| Proceeds from issue of share capital, net of issuance costs | 1,15 | 120,386 | - |
| Repayment of lease liability | 12 | (557) | (516) |
| Loans origination payment | (236) | (7,561) | |
| Decrease/(Increase) in short term deposits | (248) | 6,313 | |
| Dividend paid to minority | (753) | - | |
| Net cash from financing activities | 69,005 | 90,830 | |
| Net foreign exchange difference | (3,778) | (626) | |
| Net increase/ (Decrease) in cash and cash equivalents | 31,449 | (172,030) | |
| Cash and cash equivalents at the beginning of the period | 96,633 | 271,996 | |
| Cash and cash equivalents at the end of the period | 128,082 | 99,966 |
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 30 September 2022 and 31 December 2021:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Cash at banks and on hand | 127,202 | 87,468 |
| Cash at banks related to assets held for sale (note 13) | 880 | 9,165 |
| Cash and cash equivalents at the end of the period | 128,082 | 96,633 |
Globe Trade Centre S.A. (the "Company", "GTC S.A." or "GTC") with its subsidiaries ("GTC Group" or "the Group") is an international real estate developer and investor. The Company was registered in Warsaw on 19 December 1996. The Company's registered office is in Warsaw (Poland) at Komitetu Obrony Robotników 45a. The Company owns, through its subsidiaries, commercial and residential real estate companies with a focus on Poland, Hungary, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group companies.
As of 30 September 2022, the majority shareholder of the Company is GTC Dutch Holdings B.V. ("GTC Dutch") who holds 247,461,591 shares in the Company representing 43.10% of the Company's share capital, entitling to 247,461,591 votes in the Company, representing 43.10% of the total number of votes in GTC S.A. Additionally, GTC Holding Zrt. holds 21,891,289 shares, entitling to 21,891,289 votes in GTC S.A., representing 3.81% of the Company's share capital and carrying the right to 3.81% of the total number of votes in GTC S.A. Ultimate shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which indirectly holds 269,352,880 shares of GTC S.A., entitling to 269,352,880 votes in the Company, representing 46.91% of the Company's share capital and carrying the right to 46.91% of the total number of votes in GTC S.A.
Based on the power of attorney granted to GTC Dutch by Icona Securitization Opportunities Group S.A R.L. ("Icona"), who holds directly 90,176,000 shares representing 15.70% of the share capital of the Company, GTC Dutch also exercises, voting rights from 90,176,000 shares belonging to Icona. As a result, Optimum Venture Private Equity Funds is entitled to 359,528,880 votes in GTC S.A. representing 62.61% of the total number of votes in the Company.
Additionally, GTC Holding Zrt., GTC Dutch and Icona are acting in concert based on the agreement concerning joint policy towards the Company and exercising of voting rights on selected matters at the general meeting of the Company in an agreed manner.
On 4 January 2022, National Court Register registered the amendment to the Company's articles of association regarding the increase of the Company's share capital through the issuance of ordinary series O bearer shares. On 10-11 January 2022, the Group recorded proceeds from issue of share capital (net of issuance costs) in amount of EUR 120.4 million.
On 10 January 2022, the Company received notifications from GTC Holding Zrt and GTC Dutch Holdings B.V regarding a change in the total number of votes in the Company resulting from issue of 88,700,000 ordinary O series shares and registration of the increase in the Company's share capital. Before the abovementioned change, GTC Holding Zrt held, directly and indirectly, 320,466,380 shares in the Company, entitling to 320,466,380 votes in the Company, representing 66% of the share capital of the Company and carried the right to 66% of the total number of votes in the Company. After the abovementioned change, GTC Holding Zrt holds, directly and indirectly, 359,528,880 shares in the Company, entitling to 359,528,880 votes in the Company, representing 62.61% of the share capital of the Company and carrying the right to 62.61% of the total number of votes in the Company.
On 12 January 2022, GTC Group finalized sale of the entire share capital of Serbian subsidiaries: Atlas Centar d.o.o. Beograd ("Atlas Centar"), Demo Invest d.o.o. Novi Beograd ("Demo Invest"), GTC BBC d.o.o. ("BBC"), GTC Business Park d.o.o. Beograd ("Business Park"), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd ("GTC MRN") and Commercial and Residential Ventures d.o.o. Beograd ("CRV"), following the satisfaction of customary conditions precedent. For details please refer to note 13.
On 13 January 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Zeta DBRNT Kft. from a company related to the majority shareholder of the Company, which owns an existing office building on the Danube riverbank with GLA of 2,540 sqm for a consideration of EUR 7.7 million.
On 14 January 2022, GTC entered into a mutual employment contract termination agreement with Mr. Yovav Carmi, former President of the Management Board. Subsequently, Mr Carmi resigned from his seat on the Management Board of the Company and other subsidiaries.
On 21 January 2022, the management board of the Warsaw Stock Exchange (WSE) adopted resolution regarding the admission and introduction to stock exchange trading on the main market of the WSE of 88,700,000 ordinary bearer series O shares in the Company with a nominal value of PLN 0.10 each, according to which the management board of the WSE stated that the series O shares are admitted to trading on the main market and resolved to introduce them to stock exchange trading on 26 January 2022.
On 28 January 2022, Mr. Gyula Nagy resigned from his seat on the Management Board of the Company.
On 4 February 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Epsilon PSZTSZR Kft. from a company related to the majority shareholder of the Company, which owns a land plot of 25,330 sqm in Budapest with existing six old buildings for a consideration of EUR 9.9 million. The Group is refurbishing the existing buildings and once refurbished, the project will provide a 14,000 sqm new Class A office campus.
On 11 February 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired from Groton Global Corp Napred company in Belgrade holding a land plot of 19,537 sqm for a consideration of EUR 33.8 million.
On 19 February 2022, the Company received notification from GTC Dutch Holdings B.V. with its registered office in Amsterdam, the Netherlands (the "Seller") and Icona Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central European Investments with its registered office in Luxembourg, Grand Duchy of Luxembourg (the "Buyer") that the Seller and the Buyer entered into a preliminary share purchase agreement relating to the acquisition by the Buyer from the Seller of 15.7% of the shares in the Company. However, pursuant to the notification, the Buyer and the Seller agreed that the shareholders' agreement will constitute an acting in concert agreement within the meaning of Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for the Introduction of Financial Instruments to the Organised Trading System and Public Companies (the "Act on Public Offering") on joint policy towards the Company and exercising of voting rights on selected matters in an agreed manner. Also, pursuant to the assignment agreement, the Buyer will, among others, transfer to the Seller its voting rights attached to the Shares and grant the power of attorney to exercise voting rights attached to the shares. The assignment agreement expires in case either call or put option under the call and put option agreement is exercised and/or in case of a material default under the transaction documentation. On 1 March 2022, the Company received notification that the transaction was completed, and the Buyer acquired 15.7% of the shares in the Company.
As a result of execution of the transaction, Icona Securitization Opportunities Group S.à r.l. holds 90,176,000 ordinary bearer shares in the Company which constitute 15.7% of total votes at GTC's general meeting, with reservations that (i) all the voting rights were transferred to the Seller and that (ii) Buyer granted the Power of Attorney to Buyer's Voting Rights to the Seller.
As a result of execution of the Transaction GTC Holding Zrt holds jointly 269,352,880 shares of the Company, entitling to 269,352,880 votes in the Company, representing 46.9% of the share capital of the Company and carrying the right to 46.9% of the total number of votes in the Company, including:
In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch Holdings B.V., the Buyer's Voting Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to 15.7% of the total number of votes in the Company.
Since 1 March 2022, GTC Holding Zrt, GTC Dutch Holdings B.V. and Icona Securitization Opportunities Group S.à r.l. are acting in concert based on the agreement concerning joint policy towards the Company and exercising of voting rights on selected matters at the general meeting of the Company in an agreed manner.
In March 2022, the Group has completed a Class A office building in Budapest, Hungary – Pillar.
In March 2022, the Group commenced the development of the third building within the Matrix Office Park in Zagreb – Matrix C.
On 17 March 2022, the supervisory board of the Company appointed Zoltán Fekete as the President of the Management Board of the Company, effective immediately.
On 18 April 2022, GTC SA repaid all bonds issued under ISIN code PLGTC0000292 (full redemption). The original nominal value was EUR 9,440.
On 13 May 2022, GTC SA signed an amendment agreement to revolving facility agreement dated 29 October 2021. As a result, the available amount of unsecured revolving credit facility was increased to EUR 94 million.
On 18 May 2022, Globis Wrocław Sp. z o.o., a wholly-owned subsidiary of the Company, signed a prolongation of the existing facility with Santander Bank Polska. Final repayment date was extended to 31 August 2025 and the outstanding balance of the loan in the amount of EUR 13.5 million will be paid as a balloon payment on the maturity date.
On 14 June 2022, the Company's shareholders adopted a resolution regarding distribution of dividend in the amount of PLN 160.8 million (EUR 34.4 million). Dividend was paid in October 2022 (please refer to Subsequent event note).
On 28 June 2022, GTC UBP Sp. z o.o., a wholly-owned subsidiary of the Company, signed with Berlin Hyp AG amendment agreement to bank loan agreement, according to which a prepayment of EUR 6.1 million was made at the beginning of July 2022. The outstanding balance of the loan will be paid as the balloon payment on the maturity date.
On 4 July 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, established GTC K43-45 Property Kft. in Budapest for future development project. In July 2022, GTC K43-45 Property Kft acquired a landplot in CBD in Budapest for a consideration of EUR 6.55 million. The project has an existing building permit for the development of approximately 6,400 sqm of hospitality, student housing or short-term rental apartments.
On 5 July 2022, effective from 15 July 2022, Mr. Pedja Petronijevic resigned from his seat on the Management Board of the Company.
On 19 July 2022, GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of the office building owned by the subsidiary. The selling price under the agreement is HUF 19.1 billion (an equivalent of EUR 45.2 million as at 30 September 2022). The closing of the transaction is expected to take place by the end of Q4 2022.
On 28 July 2022, GTC has sold Cascade Building S.R.L., a wholly-owned subsidiary of the Company owning Cascade Office Building in Bucharest (4,211 sqm). Net proceeds from sale of subsidiary were EUR 10.3 million.
On 28 July 2022, GTC signed a sale and purchase agreement concerning the sale of GTC Matrix d.o.o., a wholly-owned subsidiary of the Company. The purchase price under the Agreement shall be calculated on an enterprise value basis, based on a property value of EUR 52.2 million. GTC Matrix d.o.o. portfolio consists of two A-class office buildings in Zagreb - Matrix A and B. The closing of the transaction is expected to take place by the end of Q4 2022.
On 10 August 2022, the Management Board of GTC S.A. announced re-orientation of strategy of the Group, within which the Management Board decided to pursue potential new investments in certain new sectors which may diverge from the current core scope of the Company's operations (namely, the development and management of office, retail and certain other types of real estate). Potential new sectors identified for investment as part of the new strategy include:
investment in innovation and technology parks;
investment in renewable energy facilities; and
investment in development of PRS assets (private rented sector property residential).
On 9 August 2022, the Company entered into an agreement concerning a transaction involving a joint venture investment into an innovation park in County Kildare, Ireland (the "Transaction"). The Transaction involves an investment of approximately EUR 115 million into the Kildare Innovation Campus. The project involves other international professional investors acting through a Luxemburg partnership advised by Icona Capital, an entity from the same group as GTC's minority partner (for more details please refer to note 16).
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") for consideration of EUR 12.6 million from an entity related to the Majority shareholder. The Fund is focus on commercial real estate investments in Slovenia and Croatia with a total gross asset value of EUR 68.75 million. The fund expected maturity is in Q4 2028.
On 12 September 2022, the Company received notification on a change in the shareholding of the Company. Pursuant to the Notification, as a result of completion of the intra-group corporate reorganization Global Debt Strategy S.à r.l. ("GDS") being a subsidiary of Alpine Holding Korlátolt Felelősségű Társaságthe ("Alpine"), directly acquired from GTC Holding control over 100% of the shares of GTC Dutch Holdings B.V. As a result of the transaction Alpine holds indirectly (i.e. through GDS, which in turn indirectly holds through GTC Dutch Holdings B.V) 43.10% of GTC's shares. For more details please see current report no 40/2022.
On 26 September 2022, Extraordinary General Meeting of the Shareholders of the Company adopted resolution regarding the increase of the Company's share capital through the issuance of up to 125,000,000 ordinary series P bearer shares.
On 24 February 2022, Russian forces entered Ukraine and military conflict ensued. At the time these financial statements were prepared the extent of the conflict and its longer-term impact are unknown. The conflict caused immediate volatility in global stock markets and uncertainties are anticipated in relation to the cost and availability of energy and natural resources, particularly within Europe. Significant economic sanctions have been imposed against Russia by the European Union. The direct impact on the real estate markets where the Company operates is yet unknown. At this stage, there is no evidence that transaction activity within the Markets that the Company operates and the sentiment of buyers or sellers has changed. As of 30 September 2022 and 31 December 2021, the Group did not have any assets in areas of conflict.
The Interim Condensed Consolidated Financial Statements for the nine-month period ended 30 September 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by EU.
At the date of authorisation of these consolidated financial statements, taking into account the EU's ongoing process of IFRS endorsement and the nature of the Group's activities, there is no significant difference between International Financial Reporting Standards applying to these consolidated financial statements and International Financial Reporting Standards endorsed by the European Union. The new standards which have been issued but are not effective yet in the financial year beginning on 1 January 2022 have been presented in the Group's consolidated financial statements for the year ended 31 December 2021 (note 6).
The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements and the notes thereto for the year ended 31 December 2021, which were authorized for issue on 5 April 2022. The interim financial results are not necessarily indicative of the full year results.
The functional currency of GTC S.A. and most of its subsidiaries is Euro, as the Group primarily generates and expends cash in euro: 1) prices (rental income) are denominated in euro; 2) all borrowings are denominated in euro or hedged to euro through swap instruments.
The financial statements of those companies prepared in their functional currencies are included in the consolidated financial statements by translation into Euro using appropriate exchange rates outlined in IAS 21. Assets and liabilities are translated at the period end exchange rate, while income and expenses are translated at average exchange rates for the period. All resulting exchange differences are classified in equity as "Foreign currency translation" without affecting earnings for the period.
As of 30 September 2022, the Group's net working capital (defined as current assets less current liabilities) amounted to EUR 144.3 million.
The management has analysed the timing, nature and scale of potential financing needs of particular subsidiaries and believes that cash on hand, as well as, expected operating cashflows will be sufficient to fund the Group's anticipated cash requirements for working capital purposes, for at least the next twelve months from the balance sheet date. Consequently, the interim condensed consolidated financial statements have been prepared on the assumption that the Group companies will continue as a going concern in the foreseeable future, for at least 12 months from the balance sheet date.
There were no changes in significant accounting estimates and management's judgements during period.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2021 (see Note 7 to the consolidated financial statements for 2021) except for changes in the standards which became effective 1 January 2022:
Those amendments to the standards have no significant effect on the Group's consolidated financial statements.
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. No changes to comparative data or error corrections were made.
The interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries listed below together with direct and indirect ownership of these entities, and voting rights proportion as at the end of each period (the table presents the effective stake):
| Holding | Country of | 30 September | 31 December | |
|---|---|---|---|---|
| Name | Company | incorporation | 2022 | 2021 |
| GTC Konstancja Sp. z o.o. (1) | GTC S.A. | Poland | 100% | 100% |
| GTC Korona S.A. | GTC S.A. | Poland | 100% | 100% |
| Globis Poznań Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Aeropark Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Globis Wrocław Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Satellite Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Sterlinga Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Karkonoska Sp. z o.o. (1) | GTC S.A. | Poland | 100% | 100% |
| GTC Ortal Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Diego Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Francuska Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC UBP Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Pixel Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Moderna Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Centrum Handlowe Wilanow Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Management Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Corius Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Centrum Światowida Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| GTC Galeria CTWA Sp. z o.o. | GTC S.A. | Poland | 100% | 100% |
| Artico Sp. z o.o | GTC S.A. | Poland | 100% | 100% |
| GTC Hungary Real Estate | ||||
| Development Company PLtd. ("GTC Hungary") |
GTC S.A. | Hungary | 100% | 100% |
| GTC Duna Kft. | GTC Hungary | Hungary | 100% | 100% |
| Váci út 81-85 Kft. | GTC Hungary | Hungary | 100% | 100% |
| Riverside Apartmanok Kft. (1) | GTC Hungary | Hungary | 100% | 100% |
| Centre Point I. Kft. | Váci út 81-85 Kft. | Hungary | 100% | 100% |
| Centre Point II. Kft. | Váci út 81-85 Kft. | Hungary | 100% | 100% |
| Spiral I.Kft. | GTC Hungary | Hungary | 100% | 100% |
| Albertfalva Üzletközpont Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC Metro Kft. | GTC Hungary | Hungary | 100% | 100% |
| Kompakt Land Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC White House Kft. | GTC Hungary | Hungary | 100% | 100% |
| VRK Tower Kft. | GTC Hungary | Hungary | 100% | 100% |
(1) Under liquidation.
| Name | Holding Company |
Country of incorporation |
30 September 2022 |
31 December 2021 |
|---|---|---|---|---|
| GTC Future Kft. | GTC Hungary | Hungary | 100% | 100% |
| Globe Office Investments Kft. | GTC Hungary | Hungary | 100% | 100% |
| Office Planet Kft. (1) | GTC Hungary | Hungary | - | 100% |
| GTC Investments Sp. z.o.o. | GTC Hungary | Poland | 100% | 100% |
| GTC Univerzum Projekt Kft. | GTC Hungary | Hungary | 100% | 100% |
| GTC Origine Investments Pltd. ("GTC Origine") |
GTC S.A. | Hungary | 100% | 100% |
| GTC HBK Project Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC VI188 Property Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC FOD Property Kft. | GTC Origine | Hungary | 100% | 100% |
| G-Delta Adrssy Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC KLZ 7-10 Kft. | GTC Origine | Hungary | 100% | 100% |
| GTC PSZTSZR Projekt Kft (2) | GTC Origine | Hungary | 100% | - |
| GTC DBRNT Projekt Kft (2) | GTC Origine | Hungary | 100% | - |
| GTC B41 d.o.o. (2) | GTC Origine | Serbia | 100% | - |
| GTC K43-45 Property Kft. (3) | GTC Origine | Hungary | 100% | - |
| GTC Liffey Kft. (3) | GTC Origine | Hungary | 100% | - |
| GTC UK Real Estate Investments Ltd. (3) | GTC Origine | United Kingdom | 100% | - |
| GTC Nekretnine Zagreb d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Euro Structor d.o.o. | GTC S.A. | Croatia | 70% | 70% |
| Marlera Golf LD d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Nova Istra Idaeus d.o.o. | Marlera Golf LD d.o.o |
Croatia | 100% | 100% |
| GTC Matrix d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| GTC Seven Gardens d.o.o. | GTC S.A. | Croatia | 100% | 100% |
| Towers International Property S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Green Dream S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Aurora Business Complex S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Cascade Building S.R.L. (1) | GTC S.A. | Romania | - | 100% |
| City Gate Bucharest S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Venus Commercial Center S.R.L. | GTC S.A. | Romania | 100% | 100% |
| City Gate S.R.L. | GTC S.A. | Romania | 100% | 100% |
| City Rose Park S.R.L. | GTC S.A. | Romania | 100% | 100% |
| Deco Intermed S.R.L. | GTC S.A. | Romania | 66.7% | 66.7% |
| GML American Regency Pipera S.R.L. | GTC S.A. | Romania | 66.7% | 66.7% |
(1) Sold (please refer to note 1).
(2) Acquired (please refer to note 1). There were no business combinations in place.
(3) Newly established wholly-owned subsidiary.
| Name | Holding Company |
Country of incorporation |
30 September 2022 |
31 December 2021 |
|---|---|---|---|---|
| NRL EAD | GTC S.A. | Bulgaria | 100% | 100% |
| Advance Business Center EAD | GTC S.A. | Bulgaria | 100% | 100% |
| GTC Yuzhen Park EAD | GTC S.A. | Bulgaria | 100% | 100% |
| Dorado 1 EOOD | GTC S.A. | Bulgaria | 100% | 100% |
| GOC EAD | GTC S.A. | Bulgaria | 100% | 100% |
| GTC Flex EAD (2) | GTC S.A. | Bulgaria | 100% | - |
| GTC Medj Razvoj Nekretnina d.o.o. Beograd (1) |
GTC S.A. | Serbia | - | 100% |
| GTC Business Park d.o.o. Beograd (1) | GTC S.A. | Serbia | - | 100% |
| Commercial and Residential Ventures d.o.o. Beograd (1) |
GTC S.A. | Serbia | - | 100% |
| Demo Invest d.o.o. Novi Beograd (1) | GTC S.A. | Serbia | - | 100% |
| Atlas Centar d.o.o. Beograd (1) | GTC S.A. | Serbia | - | 100% |
| Commercial Development d.o.o. Beograd |
GTC S.A. | Serbia | 100% | 100% |
| Glamp d.o.o. Beograd (3) | GTC S.A. | Serbia | 100% | 100% |
| GTC BBC d.o.o. (1) | GTC S.A. | Serbia | - | 100% |
| GTC Aurora Luxembourg S.A. | GTC S.A. | Luxembourg | 100% | 100% |
| Europort Investment (Cyprus) 1 Limited | GTC S.A. | Cyprus | 100% | 100% |
(1) Sold (please refer to note 1).
(2) Newly established wholly-owned subsidiary.
(3) GTC S.A. holds 100% shares through a wholly-owned subsidiary GTC Hungary, which has 70% of shares and remaining 30% is held directly by GTC S.A.
Rental income divided by sectors is presented below:
| Nine-month period ended 30 September 2022 (unaudited) |
Nine-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2022 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
|
|---|---|---|---|---|
| Rental income from office sector |
76,417 | 85,895 | 25,174 | 30,685 |
| Rental income from retail sector |
49,708 | 38,528 | 16,672 | 14,890 |
| TOTAL | 126,125 | 124,423 | 41,846 | 45,575 |
The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets, and other factors. GTC operates in six core markets: Poland, Hungary, Bucharest, Belgrade, Sofia, and Zagreb.
Operating segments are divided into geographical zones, which have common characteristics and reflect the nature of management reporting structure:
Segmental analysis of rental income and costs for the nine-month period ended 30 September 2022 and 30 September 2021 is presented below:
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Gross margin from |
Gross margin from |
|||||
| Portfolio | Revenues | Costs | operations | Revenues | Costs | operations |
| Poland | 51,346 | (13,788) | 37,558 | 46,557 | (12,855) | 33,702 |
| Belgrade | 7,912 | (2,168) | 5,744 | 24,874 | (6,017) | 18,857 |
| Hungary | 36,130 | (9,577) | 26,553 | 22,624 | (4,989) | 17,635 |
| Bucharest | 8,555 | (2,477) | 6,078 | 11,724 | (2,196) | 9,528 |
| Zagreb | 10,986 | (3,230) | 7,756 | 9,600 | (3,067) | 6,533 |
| Sofia | 11,196 | (2,989) | 8,207 | 9,044 | (2,405) | 6,639 |
| Total | 126,125 | (34,229) | 91,896 | 124,423 | (31,529) | 92,894 |
Segmental analysis of rental income and costs for the three-month period ended 30 September 2022 and 30 September 2021 is presented below:
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Portfolio | Revenues | Costs | Gross margin from operations |
Revenues | Costs | Gross margin from operations |
| Poland | 16,559 | (4,607) | 11,952 | 16,579 | (4,538) | 12,041 |
| Belgrade | 2,442 | (654) | 1,788 | 8,362 | (1,967) | 6,395 |
| Hungary | 12,441 | (3,600) | 8,841 | 10,719 | (2,224) | 8,495 |
| Bucharest | 2,898 | (917) | 1,981 | 3,256 | (748) | 2,508 |
| Zagreb | 3,707 | (1,096) | 2,611 | 3,330 | (1,019) | 2,311 |
| Sofia | 3,799 | (700) | 3,099 | 3,329 | (1,009) | 2,320 |
| Total | 41,846 | (11,574) | 30,272 | 45,575 | (11,505) | 34,070 |
Segmental analysis of assets and liabilities as of 30 September 2022 is presented below:
| Real estate |
Cash and deposits |
Other | Total assets |
Loans, bonds and leases |
Deferred tax liability |
Other | Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 894,064 | 42,250 | 19,458 | 955,772 | 279,512 | 62,820 | 14,435 | 356,767 |
| Belgrade | 166,454 | 7,195 | 2,392 | 176,041 | 815 | 1,736 | 6,239 | 8,790 |
| Hungary | 750,759 | 14,909 | 24,302 | 789,970 | 270,447 | 20,052 | 9,832 | 300,331 |
| Bucharest | 179,197 | 6,529 | 1,788 | 187,514 | 15,847 | 12,025 | 2,319 | 30,191 |
| Zagreb | 173,364 | 7,463 | 11,787 | 192,614 | 43,669 | 17,793 | 7,071 | 68,533 |
| Sofia | 196,766 | 5,297 | 1,367 | 203,430 | - | 8,802 | 2,965 | 11,767 |
| Other | 28,302 | - | 83 | 28,385 | - | - | - | - |
| Non allocated (*) |
- | 70,107 | 134,485 | 204,592 | 689,061 | 22,237 | 96,866 | 808,164 |
| Total | 2,388,906 | 153,750 | 195,662 | 2,738,318 | 1,299,351 | 145,465 | 139,727 | 1,584,543 |
(*) Loans, bonds and leases comprise mainly of bonds issued by GTC S.A., GTC Hungary and GTC Aurora Luxembourg S.A. Other liabilities comprise mainly of derivatives payable in the amount of EUR 54,586, related to bonds in HUF, and dividend payable to shareholders in the amount of EUR 33,018.
Other assets represent mainly non-current financial assets in Ireland (EUR 117 million) and in Luxembourg (EUR 12.6 million).
Segmental analysis of assets and liabilities as of 31 December 2021 is presented below:
| Real estate |
Cash and deposits |
Other | Total assets |
Loans, bonds and leases |
Deferred tax liability |
Other | Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 898,827 | 43,450 | 7,456 | 949,733 | 299,946 | 59,706 | 15,244 | 374,896 |
| Belgrade | 381,875 | 18,702 | 3,861 | 404,438 | 146,093 | 3,000 | 9,156 | 158,249 |
| Hungary | 699,036 | 28,207 | 15,302 | 742,545 | 267,243 | 20,057 | 11,269 | 298,569 |
| Bucharest | 187,047 | 10,745 | 1,249 | 199,041 | 15,406 | 13,062 | 3,925 | 32,393 |
| Zagreb | 163,020 | 6,243 | 11,385 | 180,648 | 43,704 | 16,992 | 4,271 | 64,967 |
| Sofia | 190,516 | 4,477 | 1,589 | 196,582 | 31 | 8,528 | 3,147 | 11,706 |
| Other | 29,835 | 464 | - | 30,299 | - | - | - | - |
| Non allocated (**) |
- | 15,700 | 124,763 | 140,463 | 722,410 | 21,800 | 41,770 | 785,980 |
| Total | 2,550,156 | 127,988 | 165,605 | 2,843,749 | 1,494,833 | 143,145 | 88,782 | 1,726,760 |
(**) In other assets are presented receivables from shareholders in the amount of 123,425 EUR. Loans, bonds and leases comprise mainly of bonds issued by GTC S.A., GTC Hungary and GTC Aurora Luxembourg S.A.
Administration expenses for the nine-month period ended 30 September 2022 and 30 September 2021 comprises the following amounts:
| Nine-month period ended 30 September 2022 (unaudited) |
Nine-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2022 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
|
|---|---|---|---|---|
| Administration expenses | 10,526 | 8,845 | 3,599 | 2,878 |
| Share based payment | (1,410) | 478 | (913) | 186 |
| Total | 9,116 | 9,323 | 2,686 | 3,064 |
Finance costs for the nine-month period ended 30 September 2022 and 30 September 2021 comprises the following amounts:
| Nine-month period ended 30 September 2022 (unaudited) |
Nine-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2022 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
|
|---|---|---|---|---|
| Interest expenses (on financial liabilities that are not fair valued through profit or loss), banking costs and other charges |
21,848 | 23,502 | 7,252 | 7,844 |
| Early prepayment costs | - | 5,102 | - | 2,566 |
| Finance costs related to lease liability |
1,397 | 1,459 | 508 | 484 |
| Amortization of long-term borrowings raising costs |
1,798 | 3,859 | 693 | 1,414 |
| Total | 25,043 | 33,922 | 8,453 | 12,308 |
The weighted average interest rate (including hedges) on the Group's loans as of 30 September 2022 was 2.18% p.a. (2.16% p.a. as of 31 December 2021).
Investment properties that are owned by the Group are office and commercial space, including property under construction:
Investment property can be split up as follows:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Completed investment property | 1,958,750 | 1,929,979 |
| Investment property under construction | 84,385 | 132,410 |
| Investment property landbank at cost | 174,485 | 139,843 |
| Right of use of lands under perpetual usufruct |
40,287 | 38,428 |
| Total | 2,257,907 | 2,240,660 |
The movement in investment property for the periods ended 30 September 2022 and 31 December 2021 was as follows:
| Right of Use assets |
|||||
|---|---|---|---|---|---|
| (IFRS 16) | Level 2 | Level 3 | At Cost | Total | |
| Carrying amount as of 1 January 2021 |
42,679 | 1,202,961 | 736,512 | 142,976 | 2,125,128 |
| Capitalised expenditure | - | 16,091 | 44,070 | 20,471 | 80,632 |
| Purchase of completed assets and land |
- | 310,627 | - | 15,457 | 326,084 |
| Adjustment to fair value / (impairment) |
- | (12,765) | 3,399 | (2,105) | (11,471) |
| Amortization of right of use of lands under perpetual usufruct |
(416) | - | - | - | (416) |
| Reclassified to assets held for sale |
(3,724) | - | (266,763) | (1,352) | (271,839) |
| Reclassified to residential landbank |
- | - | - | (5,500) | (5,500) |
| Classified to assets for own use, net |
- | (1,252) | - | - | (1,252) |
| Disposal of land | - | - | - | (595) | (595) |
| Decrease | (745) | - | - | - | (745) |
| Foreign exchange differences |
634 | - | - | - | 634 |
| Carrying amount as of 31 | 38,428 | 1,515,662 | 517,218 | 169,352 | 2,240,660 |
| December 2021 | |||||
| Capitalised expenditure | - | 15,657 | 1,449 | 42,293 | 59,399 |
| Purchase of completed assets and land |
- | 8,029 | - | 50,490 | 58,519 |
| Reclassification (1) | - | 112,000 | (75,500) | (36,500) | - |
| Adjustment to fair value / (impairment) |
- | (6,598) | 17,446 | 1,469 | 12,317 |
| Prepaid right of use of lands under perpetual usufruct |
(293) | - | - | - | (293) |
| Amortization of right of use of lands under perpetual usufruct |
(421) | - | - | - | (421) |
| Reclassified to assets held for sale (2) |
- | (45,000) | (50,860) | - | (95,860) |
| Increase | 2,427 | - | - | - | 2,427 |
| Disposal of land (3) | - | - | - | (8,887) | (8,887) |
| Sale of completed building (4) |
- | (10,100) | - | - | (10,100) |
| Foreign exchange differences |
146 | - | - | - | 146 |
| Carrying amount as of 30 September 2022 |
40,287 | 1,589,650 | 409,753 | 218,217 | 2,257,907 |
(1) Completion of Pillar building in Hungary in Q1 2022 – transfer to Level 2 fair value hierarchy (EUR 112,000) and change
in fair value hierarchy for GTC X (project in Belgrade) – from At cost to Level 3 (EUR 36,500).
(2) Please refer also to note 13 Assets held for sale.
(3) Sale of land plots in Poland.
(4) Sale of Cascade building – please refer also to note 1 Principal activities.
The accompanying notes are an integral part of this Interim Condensed Consolidated Financial Statements
Fair value and impairment adjustment consists of the following:
| Nine-month period ended 30 September 2022 |
Nine-month period ended 30 September 2021 |
Three-month period ended 30 September 2022 |
Three-month period ended 30 September 2021 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |
| Adjustment to fair value of completed investment properties |
2,093 | (3,677) | (4,042) | (2,640) |
| Adjustment to the fair value of investment properties under construction |
8,560 | 4,106 | 85 | 3,569 |
| Reversal of impairment/(Impairment) adjustment |
1,664 | (2,277) | (169) | (1,903) |
| Total adjustment to fair value / (impairment) of investment property |
12,317 | (1,848) | (4,126) | (974) |
| Adjustment to fair value/(Impairment) of assets held for sale |
(69) | 21 | (171) | (4) |
| Impairment of residential landbank |
(284) | - | (284) | - |
| Amortization of right of use of lands under perpetual usufruct (including on residential landbank) |
(450) | (284) | (191) | (53) |
| Total recognised in profit or loss |
11,514 | (2,111) | (4,772) | (1,031) |
Reconciliation between capitalized expenditure and paid expenditure is presented below:
| Nine-month period ended 30 September 2022 |
Nine-month period ended 30 September 2021 |
|
|---|---|---|
| (unaudited) | (unaudited) | |
| Capitalized expenditure | 117,918 | 375,211 |
| Change in trade payables and provisions | (763) | 1,897 |
| Change in trade receivables | (59) | 9,580 |
| Loan on acquisition GTC Univerzum Projekt Kft. (previously: Winmark Kft.) |
- | (58,000) |
| Purchase of property, plant, and equipment | 664 | 376 |
| Paid expenditures in line with cash flow statement | 117,760 | 329,064 |
The accompanying notes are an integral part of this Interim Condensed Consolidated Financial Statements
Completed assets are valued using discounted cash flow (DCF) method. Completed investment properties are externally valued by independent appraisers at year end and middle year based on open market values (RICS Standards). In Q1 and Q3 quarterly reports the Group receives letters from its external appraisers confirming that the market value of completed investment properties have not been changed comparing to previous quarter.
Assumptions used in the fair value valuations of completed assets as of 30 September 2022 are presented below:
| Average | Actual Average |
Average | Fair Value Hierarchy |
Average | |||
|---|---|---|---|---|---|---|---|
| Portfolio | Book value | GLA | Occupancy | rent | ERV* | Level | Yield** |
| Euro/ | Euro/ | ||||||
| '000 Euro | '000 sqm | % | sqm/m | sqm/m | % | ||
| Poland retail | 447,600 | 113 | 94% | 20.8 | 21.1 | 2 | 6.0% |
| Poland office | 370,738 | 196 | 77% | 14.6 | 14.2 | 2 | 7.1% |
| Belgrade retail | 90,700 | 34 | 98% | 18.6 | 21.7 | 3 | 8.2% |
| Hungary office | 586,627 | 198 | 88% | 16.7 | 16.1 | 2 | 5.9% |
| Hungary retail | 21,600 | 6 | 88% | 18.5 | 17.6 | 2 | 5.9% |
| Bucharest office | 163,085 | 62 | 74% | 18.9 | 17.7 | 2 | 6.3% |
| Zagreb retail | 85,800 | 28 | 98% | 21.9 | 22.0 | 3 | 8.3% |
| Zagreb office | 14,900 | 7 | 100% | 14.9 | 14.9 | 3 | 8.3% |
| Sofia office | 96,000 | 44 | 92% | 14.7 | 14.9 | 3 | 7.4% |
| Sofia retail | 81,700 | 23 | 97% | 21.7 | 23.9 | 3 | 7.0% |
| Total | 1,958,750 | 711 | 86% | 17.4 | 17.2 | 6.5% |
(*) ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such as a condition of the property, amenities, location, and local market conditions). (**) Average yield is calculated as in-place rent divided by fair value of asset.
Assumptions used in the fair value valuations of completed assets as of 31 December 2021 are presented below:
| Portfolio | Book value | GLA | Average Occupancy |
Actual Average rent |
Average ERV* |
Fair Value Hierarchy Level |
Average Yield** |
|---|---|---|---|---|---|---|---|
| '000 Euro | '000 sqm | % | Euro/ sqm/m |
Euro/ sqm/m |
% | ||
| Poland retail | 443,000 | 113 | 94% | 20.8 | 20.7 | 2 | 6.0% |
| Poland office | 373,639 | 196 | 87% | 14.2 | 14.2 | 2 | 7.7% |
| Belgrade retail | 90,700 | 35 | 96% | 18.0 | 22.3 | 3 | 7.9% |
| Hungary office | 505,437 | 192 | 97% | 15.5 | 15.5 | 2 | 6.7% |
| Hungary retail | 21,600 | 6 | 90% | 17.4 | 18.4 | 2 | 5.6% |
| Bucharest office | 171,985 | 67 | 66% | 18.2 | 17.9 | 2 | 5.6% |
| Zagreb retail | 85,400 | 28 | 99% | 21.3 | 21.7 | 3 | 8.2% |
| Zagreb office | 61,918 | 28 | 92% | 14.6 | 14.7 | 3 | 7.3% |
| Sofia office | 95,800 | 44 | 84% | 14.5 | 14.8 | 3 | 6.7% |
| Sofia retail | 80,500 | 23 | 96% | 19.7 | 23.4 | 3 | 6.4% |
| Total | 1,929,979 | 732 | 90% | 16.5 | 16.9 | 6.7% |
(*) ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on
characteristics such as a condition of the property, amenities, location, and local market conditions).
(**) Average yield is calculated as in-place rent divided by fair value of asset.
Information regarding investment properties under construction as of 30 September 2022 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Belgrade (GTC X) | 40,653 | 17 |
| Budapest (Rose Hill Business Campus) | 18,782 | 15 |
| Sofia (Sofia Tower 2) | 14,300 | 8 |
| Zagreb (Matrix C) | 10,650 | 11 |
| Total | 84,385 | 51 |
Information regarding investment properties under construction as of 31 December 2021 is presented below:
| Book value | Estimated area (GLA) | |
|---|---|---|
| '000 Euro | thousand sqm | |
| Budapest (Pillar) | 102,900 | 29 |
| Belgrade (GTC X) | 19,951 | 17 |
| Sofia (Sofia Tower 2) | 9,559 | 8 |
| Total | 132,410 | 54 |
Information regarding book value of investment property landbank for construction as of 30 September 2022 and 31 December 2021 is presented below:
| 30 September 2022 | 31 December 2021 | |
|---|---|---|
| Poland | 41,942 | 48,526 |
| Hungary | 75,666 | 65,846 |
| Serbia | 34,296 | - |
| Romania | 7,386 | 7,200 |
| Bulgaria | 4,766 | 4,657 |
| Croatia | 10,429 | 13,614 |
| Total | 174,485 | 139,843 |
The Company's subsidiary that holds Avenue Mall (Euro Structor d.o.o.) has granted in 2018 its shareholders a loan, pro-rata to their stake in the subsidiary. The loan principal and interest shall be repaid by 30 December 2026. In the event that Euro Structor renders a resolution for the distribution of dividend, Euro Structor has the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan shall be due for repayment upon the sale.
Summarised financial information of the material non-controlling interest as of 30 September 2022 is presented below:
| Avenue Mall | Non-core projects |
Total | |
|---|---|---|---|
| NCI share in equity | 24,429 | (7,665) | 16,764 |
| Loans received from NCI | - | 8,303 | 8,303 |
| Loans granted to NCI | (10,835) | - | (10,835) |
| Total as of 30 September 2022 (unaudited) |
13,594 | 638 | 14,232 |
| NCI share in profit / (loss) | 1,265 | (171) | 1,094 |
The Group holds instruments (IRS, CAP, currency SWAP and cross-currency interest rate SWAP) that hedge the risk involved in fluctuations of interest rate and currencies rates. The instruments hedge interest on loans for a period of 2-5 years.
Derivatives are presented in financial statements as below:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Non-current assets | 19,539 | 826 |
| Current assets | 4,235 | - |
| Non-current liabilities | (56,006) | (38,743) |
| Current liabilities | (3,291) | (2,681) |
| Total | (35,523) | (40,598) |
The movement in derivatives for the periods ended 30 September 2022 and 31 December 2021 was as follows:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Fair value as of the beginning of the period | (40,598) | (19,260) |
| Charged to other comprehensive income (*) | 26,805 | (20,356) |
| Charged to income statements (**) | (21,730) | (1,841) |
| Reclassified to liabilities related to assets held for sale |
- | 859 |
| Fair value as of the end of the period | (35,523) | (40,598) |
(*) Change is mainly attributable to the revaluation of IRS instruments related loans.
(**) This loss mainly offset a foreign exchange difference gains on bonds nominated in PLN and HUF.
Derivatives are measured at fair value at each reporting date. Valuations of hedging derivatives are considered as level 2 fair value measurements. Fair value of derivatives is measured using cash flows models based on the data from publicly available sources.
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 46,019 | 48,166 |
| Green bonds mature in 2027-2030 (HU0000360102) | 94,854 | 107,389 |
| Green bonds mature in 2028-2031 (HU0000360284) | 47,255 | 54,056 |
| Green bonds mature in 2026 (XS2356039268) | 500,834 | 503,263 |
| Bonds 0422 (PLGTC0000292) | - | 9,520 |
| Loan from Santander (Globis Poznan) | 15,851 | 16,323 |
| Loan from Santander (Pixel) | 18,494 | 19,011 |
| Loan from Santander (Globis Wroclaw) | 13,501 | 20,675 |
| Loan from Berlin Hyp (Corius) | 9,500 | 9,500 |
| Loan from Pekao (Sterlinga) | 14,219 | 14,613 |
| Loan from PKO BP (Artico) (*) | 12,956 | 13,338 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 111,594 | 115,250 |
| Loan from Berlin Hyp (UBP) | 35,000 | 41,543 |
| Loan from Santander (Francuska) | 18,118 | 18,625 |
| Loan from OTP (Centre Point) | 46,507 | 47,862 |
| Loan from UniCredit Bank (Pillar) | 57,000 | 50,827 |
| Loan from OTP (Duna) | 36,065 | 37,116 |
| Loan from Erste (HBK) | 10,775 | 10,775 |
| Loan from Erste (Váci Greens D) | 23,875 | 24,438 |
| Loan from OTP (Ericsson/evosoft Hungary) | 80,000 | 80,000 |
| Loan from Erste (V188) | 16,225 | 16,225 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 42,500 | 42,500 |
| Loans from NCI | 8,303 | 8,760 |
| Deferred issuance debt expenses | (8,759) | (10,324) |
| Total | 1,250,686 | 1,299,451 |
(*) As of the date of the publication of the FS the projected DSCR in Artico was not met however it was waived by the bank.
Long-term loans and bonds have been separated into the current portion and the long-term portion as disclosed below:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Current portion of long-term loans and bonds: | ||
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 30,960 | 16,278 |
| Green bonds mature in 2027-2030 (HU0000360102) | 884 | 72 |
| Green bonds mature in 2028-2031 (HU0000360284) | 270 | 397 |
| Green bonds mature in 2026 (XS2356039268) | 3,067 | 5,918 |
| Bonds 0422 (PLGTC0000292) | - | 9,520 |
| Loan from Santander (Globis Poznan) | 629 | 629 |
| Loan from Santander (Pixel) | 690 | 690 |
| Loan from Berlin Hyp (UBP) | - | 870 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 4,875 | 4,875 |
| Loan from Santander (Globis Wroclaw) | - | 693 |
| Loan from Pekao (Sterlinga) | 525 | 525 |
| Loan from PKO BP (Artico) | 510 | 510 |
| Loan from Santander (Francuska) | 676 | 676 |
| Loan from OTP (Centre Point) | 1,807 | 1,807 |
| Loan from OTP (Duna) | 1,401 | 1,401 |
| Loan from Erste (Váci Greens D) | 750 | 750 |
| Deferred issuance debt expenses | (1,274) | (1,274) |
| Total | 45,770 | 44,337 |
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Long term portion of long-term loans and bonds: | ||
| Bonds mature in 2022-2023 (Poland) (PLGTC0000318) | 15,059 | 31,888 |
| Green bonds mature in 2027-2030 (HU0000360102) | 93,970 | 107,317 |
| Green bonds mature in 2028-2031 (HU0000360284) | 46,985 | 53,659 |
| Green bonds mature in 2026 (XS2356039268) | 497,767 | 497,345 |
| Loan from Santander (Globis Poznan) | 15,222 | 15,694 |
| Loan from Santander (Pixel) | 17,804 | 18,321 |
| Loan from Santander (Globis Wroclaw) | 13,501 | 19,982 |
| Loan from Berlin Hyp (Corius) | 9,500 | 9,500 |
| Loan from Pekao (Sterlinga) | 13,694 | 14,088 |
| Loan from PKO BP (Artico) | 12,446 | 12,828 |
| Loan from Erste and Raiffeisen (Galeria Jurajska) | 106,719 | 110,375 |
| Loan from Berlin Hyp (UBP) | 35,000 | 40,673 |
| Loan from Santander (Francuska) | 17,442 | 17,949 |
| Loan from OTP (Centre Point) | 44,700 | 46,055 |
| Loan from OTP (Duna) | 34,664 | 35,715 |
| Loan from Erste (HBK) | 10,775 | 10,775 |
| Loan from Erste (Váci Greens D) | 23,125 | 23,688 |
| Loan from OTP (Ericsson/evosoft Hungary) | 80,000 | 80,000 |
| Loan from Erste (V188) | 16,225 | 16,225 |
| Loan from UniCredit Bank (Pillar) | 57,000 | 50,827 |
| Loan from Zagrabecka Banka (Avenue Mall Zagreb) | 42,500 | 42,500 |
| Loans from NCI | 8,303 | 8,760 |
| Deferred issuance debt expenses | (7,485) | (9,050) |
| Total | 1,204,916 | 1,255,114 |
As securities for the bank loans, the banks have mortgage over the assets and security deposits together with assignment of the associated receivables and insurance rights.
In its financing agreements with banks, the Group undertakes to comply with certain financial covenants that are listed in those agreements. The main covenants are: maintaining a Loanto-Value and Debt Service Coverage ratios in the company that holds the project.
In addition, substantially, all investment properties and investment properties under construction that were financed by a lender have been pledged to secure the long-term loans from banks. Unless otherwise stated, fair value of the pledged assets exceeds the carrying value of the related loans.
Bonds (series maturing in 2022-2023) are denominated in PLN. Green Bonds (series maturing in 2027-2030) and green bonds (series maturing in 2028-2031) are denominated in HUF. All other bank loans and bonds are denominated in Euro.
As at 30 September 2022, the Group continues to comply with the financial covenants set out in their loan agreements and bonds terms.
The movement in long term loans and bonds for the periods ended 30 September 2022 and 31 December 2021 was as follows:
| 1 January 2022- 30 September 2022 |
1 January 2021- 31 December 2021 |
|
|---|---|---|
| Balance as of the beginning of the period (excluding deferred debt expenses) |
1,309,775 | 1,268,130 |
| Drawdowns | 6,173 | 706,070 |
| Repayments | (32,053) | (585,323) |
| Reclassified to liabilities related to assets held for sale |
- | (142,369) |
| Loan on acquisition of GTC Univerzum Projekt Kft. |
- | 58,000 |
| Change in accrued interest | (1,772) | 6,531 |
| Foreign exchange differences | (22,678) | (1,264) |
| Balance as of end of the period (excluding deferred debt expenses) |
1,259,445 | 1,309,775 |
Repayments of long-term debt and interest are scheduled as follows (Euro million) (the amounts are not discounted):
| 30 September 2022 (unaudited) |
31 December 2021 (audited) |
|
|---|---|---|
| First year* | 69 | 127(**) |
| Second year | 79 | 148 |
| Third year | 156 | 99 |
| Fourth year | 736 | 144 |
| Fifth year | 108 | 821 |
| Thereafter | 210 | 236 |
| 1,358 | 1,575 |
(*) Repaid during 12 months from reporting date.
(**) Including EUR 54m liabilities related to assets held for sale.
Lease liabilities include mostly lease payments for land subject to perpetual usufruct payments and classified as land under investment property (completed, under construction, and landbank) and residential landbank.
The balance of Right of Use as of 30 September 2022 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total |
|---|---|---|---|---|---|
| Poland | 13,752 | 18,186 | - | - | 31,938 |
| Romania | 7,544 | - | - | - | 7,544 |
| Serbia | - | 805 | - | - | 805 |
| Croatia | - | - | 1,073 | - | 1,073 |
| Hungary | - | - | - | 120 | 120 |
| Balance as of 30 September 2022 |
21,296 | 18,991 | 1,073 | 120 | 41,480 |
The balance of Right of Use as of 31 December 2021 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total |
|---|---|---|---|---|---|
| Poland | 10,730 | 21,052 | - | - | 31,782 |
| Romania | 6,646 | - | - | - | 6,646 |
| Croatia | - | - | 1,102 | - | 1,102 |
| Bulgaria | - | - | - | 5 | 5 |
| Hungary | - | - | - | 37 | 37 |
| Balance as of 31 December 2021 |
17,376 | 21,052 | 1,102 | 42 | 39,572 |
The balance of lease liability as of 30 September 2022 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total | Average Discount rate |
|---|---|---|---|---|---|---|
| Poland | 13,752 | 16,526 | - | - | 30,278 | 4.2% |
| Romania | 7,544 | - | - | - | 7,544 | 5.7% |
| Serbia | - | 815 | - | - | 815 | 7.6% |
| Croatia | - | - | 1,169 | - | 1,169 | 4.4% |
| Hungary | - | - | - | 99 | 99 | 3.9% |
| Balance as of 30 September 2022 |
21,296 | 17,341 | 1,169 | 99 | 39,905 |
The balance of lease liability as of 31 December 2021 was as follows:
| Country | Completed investment property |
Investment property landbank at cost |
Residential landbank |
Property, plant and equipment |
Total | Average Discount rate |
|---|---|---|---|---|---|---|
| Poland | 10,730 | 20,339 | - | - | 31,069 | 4.2% |
| Romania | 6,646 | - | - | - | 6,646 | 5.7% |
| Croatia | - | - | 1,204 | - | 1,204 | 4.4% |
| Bulgaria | - | - | - | 30 | 30 | 4.5% |
| Hungary | - | - | - | 16 | 16 | 3.9% |
| Balance as of 31 December 2021 |
17,376 | 20,339 | 1,204 | 46 | 38,965 |
The lease liabilities were discounted using discount rates applicable to long-term borrowing in local currencies in the countries of where the assets are located.
The movement in Right of Use of land for the period ended 30 September 2022 and for the financial year ended 31 December 2021 was as follows:
| 2022 | 2021 | |
|---|---|---|
| Balance as of beginning of period | 39,572 | 44,024 |
| Recognition of Right of Use asset for fixed assets | 86 | - |
| Recognition / (derecognition) of Right of Use asset for lands under perpetual usufruct |
2,427 | (745) |
| Amortization of right of use | (458) | (531) |
| Prepaid right of use of lands under perpetual usufruct | (293) | - |
| Reclassification to assets held for sale | - | (3,724) |
| Foreign exchange differences | 146 | 548 |
| Balance as of end of period | 41,480 | 39,572 |
The movement in lease liability for the periods ended 30 September 2022 and 31 December 2021 was as follows:
| 2022 | 2021 | |
|---|---|---|
| Balance as of beginning of period | 38,965 | 43,054 |
| Recognition of lease liability for fixed assets | 86 | - |
| Recognition / (derecognition) of lease liability for lands under perpetual usufruct |
2,427 | (745) |
| Payments of leases | (557) | (516) |
| Change in provision | (358) | 970 |
| Change in accrued interest | 313 | (658) |
| Reclassification to liabilities related to assets held for sale |
- | (3,724) |
| Foreign exchange differences | (971) | 584 |
| Balance as of end of period | 39,905 | 38,965 |
The balance of assets held for sale as of 30 September 2022 and 31 December 2021 was as follows:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Serbian completed office portfolio | - | 287,816 |
| GTC Matrix d.o.o. (1) | 53,387 | - |
| Forest Office Debrecen | 45,000 | - |
| Romanian land bank | 680 | 2,833 |
| Croatian landbank | - | 1,352 |
| Total | 99,067 | 292,001 |
(1) Balance consists mainly of completed office buildings – Matrix A and Matrix B in the value of EUR 51,600 and cash in the amount of EUR 880.
The balance of liabilities, related to assets held for sale as of 30 September 2022 and 31 December 2021 was as follows:
| 30 September | 31 December | |
|---|---|---|
| 2022 | 2021 | |
| Serbian completed office portfolio | - | 153,621 |
| GTC Matrix d.o.o. | 3,150 | - |
| Romanian landbank | - | 1,080 |
| Croatian landbank | - | 130 |
| Total | 3,150 | 154,831 |
The balance of assets held for sale and liabilities related to assets held for sale decreased significantly mainly due to the closing transaction on disposal of Serbian entities (for details please refer to note 1) and selling land plots in Romania and Croatia. Net proceeds from sale of Serbian completed office portfolio were EUR 125,112 (net of cash in disposed assets).
On 19 July 2022 GTC FOD Property Kft., a wholly-owned subsidiary of the Company, signed a sale and purchase agreement, concerning the sale of the office building in Debrecen. The closing of the transaction is expected to take place by the end of the fourth quarter of 2022 following the satisfaction of customary conditions precedent.
On 28 July 2022 the Group signed a sale and purchase agreement on the sale of the entire share capital of GTC Matrix d.o.o. The closing of the transaction is expected to take place in the fourth quarter of 2022 following the satisfaction of customary conditions precedent. (please refer to Principal activities note).
Regulations regarding VAT, corporate income tax and social security contributions are subject to frequent changes. These frequent changes result in there being little point of reference, inconsistent interpretations not consistent and few established precedents that may be followed. The binding regulations also contain uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between government bodies, and between government bodies and companies. Tax settlements and other areas of activity (e.g. customs or foreign currency related issues) may be subject to inspection by administrative bodies authorised to impose high penalties and fines, and any additional taxation liabilities calculated as a result must be paid together with high interest. The above circumstances mean that tax exposure is greater in Group's countries than in countries that have a more established taxation system.
Effective 15 July 2016, the Polish Tax Code was amended for the General Anti-Avoidance Rule (GAAR) provisions. The new regulation requires significantly more judgement in assessment of the tax consequences of particular transactions.
The package of changes introduced to the Polish tax law regulations starting from January 2022 has limited the original scope of the application of pay and refund mechanism (settlement of WHT in relation to payments exceeding PLN 2 million (EUR 0.4 million) per annum for each taxpayer). Under new rules, the conditional exemption from WHT or application of the reduced tax rate stipulated in the applicable double tax treaty (DTT) is restricted in terms of the passive payments (i.e. dividends, interest, license fees) in the amount exceeding PLN 2 million per annum made with respect to foreign related entities. In such cases the tax remitter is obliged to automatically collect the tax at a statutory domestic rate (19% or 20%) regardless of the fulfilment of the conditions allowing the application of the exemption or the reduced rate on the basis of the local law or DTT.
Group does not expect significant impact of above change on consolidated financial statements.
According to general tax regulations depreciation expenses on fixed assets (buildings classified as investment property) can be tax deductible. However, from 1 January 2022 in the case of real estate companies, tax-deductible depreciation expenses rates cannot be greater than the current applied accounting depreciation expenses rates applied to the same fixed assets in a given year.
Group does not expect significant impact of above change on consolidated financial statements.
Shareholders who, as at 30 September 2022, held above 5% of the Company shares were as follows:
On 29 June 2021, the Annual General Meeting adopted a resolution regarding the capital increase of up to 20% of the existing share capital. As per the Annual General Meeting authorization, the Management launched the capital increase via the accelerated book building in December 2021. The subscription agreements with the shareholders participating in the offer of O series bearer shares were signed on 20-21 December 2021. As a result the Company issued 88,700,000 series O bearer shares. The capital increase and new Articles of Association were registered by the National Court Register on 4 January 2022 and the funds were transferred to the Company's account. The O series bearer shares were admitted to trading on the respective stock exchange on 26 January 2022.
As of December 31, 2021 the Group recognized receivables from shareholders in the amount of EUR 123,425 and unregistered share capital increase in the amount of EUR 120,295. Unregistered share capital increase represents value of share capital increase at the moment of signing the subscription agreements, decreased by corresponding share issue costs.
In Q1 2022 the Group reclassified unregistered share capital to share capital of EUR 1,913 and share premium of EUR 118,382 after share capital increase was registered (please refer to note 1).
On 14 June 2022, the Annual General Meeting adopted a resolution regarding distribution of profit for the financial year 2021. Based on resolution EUR 34,583 (PLN 160,791) were distributed to the Company's shareholders in the form of a dividend and the remaining amount was left with the Company as retained profits. Dividend payable to shareholders as of 30 September 2022 amounted to EUR 33,018.
Certain key management personnel of the Group is entitled to specific cash payments resulting from phantom shares in the Group (the "Phantom Shares"). The company uses binomial model to evaluate the fair value of the phantom shares. The input data includes date of valuation, strike price, and expiry date.
The Phantom shares (as presented in below table) have been accounted for based on future cash settlement.
As at 30 September 2022, phantom shares issued were as follows:
| Strike (PLN) | Blocked | Vested | Total |
|---|---|---|---|
| 6.03 | - | 650,416 | 650,416 |
| 6.11 | - | 100,000 | 100,000 |
| 6.23 | 1,033,500 | 2,118,600 | 3,152,100 |
| 6.31 | 118,000 | 309,000 | 427,000 |
| 6.54 | 150,000 | - | 150,000 |
| 6.70 | 1,350,000 | - | 1,350,000 |
| 6.97 | 525,000 | - | 525,000 |
| 3,176,500 | 3,178,016 | 6,354,516 |
The Phantom shares (as presented in above table) have been provided for assuming cash payments will be materialized, as the Company assesses that it is to be settled in cash.
| Last year of exercise date | Number of phantom shares |
|---|---|
| 2023 | 4,094,516 |
| 2025 | 2,260,000 |
| Total | 6,354,516 |
The number of phantom shares were changed as follows:
| Number of phantom shares as of 1 January 2022 | 5,360,516 |
|---|---|
| Granted during the period* | 2,592,000 |
| Expired | (1,126,000) |
| Exercised during the period | (472,000) |
| Number of phantom shares as of 30 September 2022 | 6,354,516 |
*In 2022 new phantom share program was introduced for management and key personnel.
On 9 August 2022, the Company entered into an agreement for a joint venture investment into an innovation park in County Kildare, Ireland. This transaction involved an investment of approximately EUR 115 million into the Kildare Innovation Campus and additional investment of EUR 2 million as at 22 September 2022, according to agreement terms. GTC acquired financial instruments, a minority of 25% of notes (debt instruments) issued by a Luxembourg securitization vehicle, which entitle to participate in profit generated by the campus. The debt instruments do not meet SPPI test therefore they are measured at fair value.
Kildare Innovation Campus, located outside of Dublin, extends over 72 ha (of which 34 ha is undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an energy center. The campus currently generates around EUR 6,260 gross rental income per annum. A masterplan has been prepared whereby the site and the campus are planned to be converted into a Life Science and Technology campus with a total of approximately 135,000 sq m. GTC's investment is protected by customary investor protection mechanisms in case of certain significant project milestones are not achieved in a satisfactory manner.
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") for consideration of EUR 12.6 million from an entity related to the Majority shareholder. The Fund is focus on commercial real estate investments in Slovenia and Croatia with a total gross asset value of EUR 68.75 million. The fund expected maturity is in Q4 2028.
Non-current financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
Basic earnings per share were calculated as follows:
| Nine-month period ended 30 September 2022 (unaudited) |
Nine-month period ended 30 September 2021 (unaudited) |
Three-month period ended 30 September 2022 (unaudited) |
Three-month period ended 30 September 2021 (unaudited) |
|
|---|---|---|---|---|
| Profit / (loss) for the period attributable to equity holders (Euro) |
48,322,000 | 32,272,000 | 8,369,000 | 11,312,000 |
| Weighted average number of shares for calculating basic earnings per share |
574,255,122 | 485,555,122 | 574,255,122 | 485,555,122 |
| Basic earnings per share (Euro) |
0.08 | 0.07 | 0.01 | 0.02 |
There have been no potentially dilutive instruments as at 30 September 2022 and 30 September 2021.
All significant related party transactions were disclosed in notes 1, 9 and 15. There are no other significant related party transactions.
There were no significant changes in commitments and contingent liabilities.
There were no significant changes in litigation settlements in the current period.
On 3 October 2022, GTC Matrix d.o.o., a wholly-owned subsidiary of the Company, received loan from ERSTE bank in the amount of EUR 31.3 million as a part of the disposal process.
On 18 October 2022, dividend to shareholders was paid in the amount of EUR 33.1 million.
On 4 November 2022, GTC SA repaid bonds issued under ISIN code PLGTC0000318 (onethird of total issue) in the amount of EUR 15,600 (PLN 73,333).
The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 15 November 2022.

To the Shareholders and the Supervisory Board of Globe Trade Centre Spółka Akcyjna
We have reviewed the accompanying interim condensed consolidated financial statements of Globe Trade Centre S.A. Group (hereinafter called "the Group"), having Globe Trade Centre S.A. as its parent company (hereinafter called "the Parent Company"), with its registered office in Warsaw, Komitetu Obrony Robotników 45A Street, comprising the interim condensed consolidated statement of financial position as at 30 September 2022 and the interim condensed consolidated income statements for the three-month and nine-month periods then ended, the interim condensed consolidated statements of comprehensive income for the three-month and nine-month periods then ended, and the interim condensed consolidated statement of changes in equity for the nine-month period then ended, the interim condensed consolidated statement of cash flows for the nine-month period then ended and a summary of significant accounting policies and other explanatory notes.
The Management Board of the Parent's Company is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
We conducted our review in accordance with the National Standard on Review Engagements 2410 in the wording of the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity as adopted by the National Council of Certified Auditors. A review of interim condensed consolidated financial statements 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 National Standards on Auditing. Consequently, it 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.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k., ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000, F:+48 (22) 742 4040 , www.pwc.pl
PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11 str.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements have not been prepared, in all material respects, in accordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.
Conducting the review on behalf of PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Sp.k., a company entered on the list of Registered Audit Companies with the number 144:
Signature Not Verified
Dokument podpisany przez Piotr Wyszogrodzki Data: 2022.11.15 18:15:34 CET
Piotr Wyszogrodzki
Key Registered Auditor No. 90091
Warsaw, 15 November 2022
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