Plaza Centres Plc

Earnings Release • Mar 18, 2015

Company Announcement

Preliminary Financial Statements for the year ended 31 December 2014

Date of announcement 18 March 2015

Reference PZC121/2015

The following is a company announcement issued by Plaza Centres plc ('The Company") pursuant to the Malta Financial Services Authority Listing Rules.

QUOTE

The Board of Directors of Plaza Centres p.l.c., met today and approved the company's audited financial statements for the year ended 31 December 2014. The Board resolved that the audited financial statements be submitted for Shareholders' approval at the forthcoming Annual General Meeting (AGM) scheduled for Wednesday 27 May 2015.

In compliance with Malta Financial Services Authority Listing Rules, a Preliminary Statement of Annual Results is attached with this announcement. Shareholders on the Company's share register at the Central Securities Depository of the Malta Stock Exchange at close of business on 27 April 2015 (the record date), will receive notice of the AGM together with a copy of the Annual Report and Financial statements for the year ended 31 December 2014. The Audited Financial Statements are available for viewing on the Company's website at www.plaza-shopping.com.

At the forthcoming AGM, the Board of Directors is recommending approval of the payment of a final net dividend of €757,631 or €0.0268 net per share (2013: €673,389 or €0.0238 net per share). The final net dividend will be paid on Tuesday 2 June 2015 to Shareholders on the Company's share register at close of business at the Malta Stock Exchange on Monday 27 April 2015.

UNQUOTE

Lionel A.Lapira Company Secretary 18 March 2015

Preliminary Statement of Annual Results for the year ended 31 December 2014

The Company's Preliminary Statement of Annual Results and the decision of the Board of Directors to declare a dividend is being published pursuant to Chapter 5 of the Listing Rules issued by the Listing Authority. The financial information has been extracted from the company's audited financial statements for the year ended 31 December 2014, as approved by the Board of Directors on 18 March 2015, which financial statements have been prepared in accordance with 'International Financial Reporting Standards' as adopted by the European Union.

Extracts from the directors' report

The Directors present their report together with the Company's financial results for the year ended 31 December 2014.

Principal activities

The Company's principal activity, which is unchanged since last year, is to lease, manage and market The Plaza Commercial Centre.

Review of the business

Financial results

Revenue for the year was €2,392,772 (2013: €2,166,589) representing an increase of 10.44%, whilst profit before tax amounted to €1,503,432 (2013: €1,261,621). Profit after tax increased to €947,039 (2013: €792,222). The income for the current year includes a provision for debtor impairment of €40,793. Earnings before interest, taxation, depreciation and amortisation (EBITDA) increased by 9% from €1,808,360 (2013) to €1,971,037 (2014). Taxation increased from €469,399 (2013) to €556,393 (2014). Statement of financial position Statement of financial position

Operating and other costs

The Company's costs were maintained at satisfactory levels and, albeit the impairment provision, the 2014 cost to income ratio decreased to 31.4% (2013: 33.63%). Depreciation in 2014 decreased by 11% compared to 2013 as a result of fully depreciated assets coming on stream in 2014. Net finance costs decreased by 21.76% in 2014, mainly as a result of the Company's decision to switch its banking facilities in August 2013 resulting in better interest rates for the Company.

2014 review and outlook for 2015

During the year under review the Company continued to explore the feasibility and attractiveness of a number of growth options. Although no decision has been taken, the Company will inform shareholders of its intention once an attractive investment is identified. As at 31 December Notes 2012 2011 As at 31 December Notes 2012 2011

The Company continued its refurbishment programme, in line with its policy of maintaining the Centre in line with international standards. During 2014, the Centre's facades in Tower Road and Bisazza Street were refurbished and completed in November 2014. € € ASSETS € €

During the year, the Company's property was valued by an independent qualified architect and the resulting valuation contributed to the increase in total equity from €20.5m to €23.8m and the property's valuation increased from €28m to €32m. This valuation was approved by the Board of Directors. Non-current assets Property, plant and equipment 4 27,913,676 27,988,855 Property, plant and equipment 4 27,913,676 27,988,855

Progress on leasing started satisfactorily and momentum increased in the third and fourth quarters. The occupancy during the first two quarters of 2014 was 90% and increased to 96% by the third and fourth quarter of 2014. The average overall occupancy in 2014 was 93% (2013 : 81%). Current assets Trade and other receivables 5 336,028 307,561 Trade and other receivables 5 336,028 307,561

In 2015, the Directors envisage maintaining the same occupancy average levels achieved in 2014. Although four outlet leases will be terminating during the year, the Company is already in negotiations with prospective tenants and anticipates concluding these leases in the third and fourth quarter of 2015. Cash at bank and in hand 6 11,961 10,293 Total current assets 347,989 317,854 Cash at bank and in hand 6 11,961 10,293 Total current assets 347,989 317,854

Recommendation for the payment of a dividend Total assets 28,261,665 28,306,709 Total assets 28,261,665 28,306,709

Based on the financial results during 2014, the Board of Directors recommend the payment of a final net dividend of €757,631 or €0.0268 per share (2013: €673,389 or €0.0238 per share) for approval at the forthcoming Annual General Meeting to be held on 27 May 2015. The final net dividend will be paid to all shareholders on the Company's share register at close of trading on the Malta Stock Exchange on 27 April 2015. EQUITY AND LIABILITIES Capital and reserves Share capital 7 5,648,400 4,385,738 Share capital 7 5,648,400 4,385,738

Share capital Share premium 8 3,094,868 3,094,868 Revaluation reserve 9 10,475,579 10,486,827 Share premium 8 3,094,868 3,094,868 Revaluation reserve 9 10,475,579 10,486,827

The Company has an authorised share capital of 75,000,000 ordinary shares of €0.20 each, and issued and fully paid share capital of 28,242,000 ordinary shares of €0.20 each. The Company's share capital consists of only one class of shares and all shares in this class are admitted to trade on the Malta Stock Exchange. All shares are freely transferable and no shareholders have special control rights in the Company, nor are there any restrictions on voting rights. The Company is authorised pursuant to its Memorandum and Articles of Association to purchase its own shares, provided that appropriate authority has been given to the Directors for that purpose. No such authority is currently outstanding. Furthermore, the Company is not aware of any agreements between shareholders with respect to the transfer of shares or the exercise of voting rights. No disclosures are being made pursuant to Listing Rules 5.64.10 and 5.64.11 as they are not applicable to the Company. Retained earnings 1,256,294 2,396,354 Total equity 20,475,141 20,363,787 Non-current liabilities Trade and other payables 10 476,281 548,879 Borrowings 11 2,532,703 2,807,872 Retained earnings 1,256,294 2,396,354 Total equity 20,475,141 20,363,787 Trade and other payables 10 476,281 548,879 Borrowings 11 2,532,703 2,807,872

As at 31 December 2014, the following shareholders held more than 5% of the voting issued share capital of the Company: Deferred tax liabilities 12 2,909,278 2,907,501 Deferred tax liabilities 12 2,909,278 2,907,501

	%
5,918,262 Total non-current liabilities MSV Life p.l.c.	6,264,252 28.36
Rizzo, Farrugia & Co (Stockbrokers) Ltd - Nominee Account Current liabilities	10.12
Mizzi Associated Enterprises Ltd	8.02
Trade and other payables 10 572,989 Central Mediterranean Development Corporation Ltd	776,087 8.01
Current tax liabilities 28,911 Lombard Bank Malta p.l.c.	7,731 5.07

Going concern basis Total current liabilities 1,868,262 1,678,670 Total current liabilities 1,868,262 1,678,670

After making due enquiries, the Directors have a reasonable expectation, at the time of approving the 2014 financial statements, that the Company has adequate resources to continue in operational existance for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements. Total liabilities 7,786,524 7,942,922 Total liabilities 7,786,524 7,942,922

Auditors Total equity and liabilities 28,261,665 28,306,709 Total equity and liabilities 28,261,665 28,306,709

The financial statements on pages 20 to 44 were authorised for issue by the Board on 13 March 2013 and were

PricewaterhouseCoopers have indicated their willingness to continue in office and a resolution for their re-appointment will be proposed at the forthcoming Annual General Meeting on 27 May 2015. The notes on pages 24 to 44 are an integral part of these financial statements. The notes on pages 24 to 44 are an integral part of these financial statements.

Charles J. Farrugia

Director

Approved by the Board of Directors on 18 March 2015 and signed on its behalf by: signed on its behalf by:

20 • Plaza Centres p.l.c. Annual Report and Financial Statements, 31 December 2012

Albert Mizzi Chairman

20 • Plaza Centres p.l.c. Annual Report and Financial Statements, 31 December 2012

Albert Mizzi Chairman

signed on its behalf by:

ASSETS

Non-current assets

EQUITY AND LIABILITIES Capital and reserves

Non-current liabilities

Current assets

The financial statements on pages 20 to 44 were authorised for issue by the Board on 13 March 2013 and were

Charles J. Farrugia Director

		As at 31 December
	2014	2013
	€	€
ASSETS
Non current assets - property, plant and equipment	32,000,000	27,843,284
Current assets	357,656	316,753
Total assets	32,357,656	28,160,037
EQUITY AND LIABILITIES
Capital and reserves	23,793,318	20,569,091
Non-current liabilities	6,300,579	5,770,562
Current liabilities	2,263,759	1,820,384
Total liabilities	8,564,338	7,590,946
Total equity and liabilities	32,357,656	28,160,037

Condensed income statement
		Year ended 31 December
	2014	2013
	€	€
Revenue	2,392,772	2,166,589
Marketing, maintenance and administrative costs	(421,735)	(358,229)
Operating profit before depreciation	1,971,037	1,808,360
Depreciation	(329,600)	(370,351)
Operating profit	1,641,437	1,438,009
Net finance costs	(138,005)	(176,388)
Profit before tax	1,503,432	1,261,621
Tax expense	(556,393)	(469,399)
Profit for the year	947,039	792,222
Earnings per share (cents)	3c35	2c81

Condensed statement of changes in equity

	Share	Share premium account	Revaluation	Retained
	capital €		€	reserve €	earnings €	Total €
Balance at 1 January 2013	5,648,400	3,094,868	10,475,579	1,256,294	20,475,141
Comprehensive income
Profit for the year	-	-	-	792,222	792,222
Other comrpehensive income:
Depreciation transfer through asset use, net of deferred tax	-	-	(11,248)	11,248	-
Total comprehensive income	-	-	(11,248)	803,470	792,222
Transactions with owners
Dividends for 2012	-	-	-	(698,272)	(698,272)
Balance at 31 December 2013	5,648,400	3,094,868	10,464,331	1,361,492	20,569,091
Comprehensive income
Profit for the year	-	-	-	947,039	947,039
Other comprehensive income
Revaluation surplus on land and building arising during
the year, net of deferred tax	-	-	2,950,577	-	2,950,577
Depreciation transfer through asset use, net of deferred tax	-	-	(11,248)	11,248	-
Total other comprehensive income	-	-	2,939,329	11,248	2,950,577
Total comprehensive income	-	-	2,939,329	958,287	3,897,616
Transactions with owners
Dividends relating to 2013	-	-	-	(673,389)	(673,389)
Balance at 31 December 2014	5,648,400	3,094,868	13,403,660	1,646,390	23,793,318
Condensed statement of cash flows

	Year ended 31 December
	2014	2013
	€	€
Net cash flows from operating activities	1,302,301	1,099,973
Net cash flows used in investing activities	(530,232)	(299,959)
Net cash flows used in financing activities	(954,821)	(880,371)
Net movement in cash and cash equivalents	(182,752)	(80,357)
Cash and cash equivalents at beginning of year	(1,053,326)	(972,969)
Cash and cash equivalents at end of year	(1,236,078)	(1,053,326)