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Quest Holdings S.A.

Quarterly Report Nov 27, 2019

2622_10-q_2019-11-27_29ae1eb6-22e1-4ed1-8efc-3a555c81fdcc.pdf

Quarterly Report

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Condensed Consolidated Interim Financial Statements for the period ended September 30, 2019

(1 January to 30 September 2019)

In accordance with International Financial Reporting Standards («IFRS»)

These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.

Kallithea, November 26th 2019

Quest Holdings S.A. S.A. Reg.No. 121763701000 2a Argyroupoleos Street GR-176 76 Kallithea Athens - Hellas

(Amounts presented in thousand Euro except otherwise stated)

The attached financial statements have been approved by the Board of Directors of Quest Holdings S.A. on November 26th, 2019, and have been set up on the website address www.quest.gr ,where they will remain at the disposal of the investing public for at least 10 years from the date of its publication.

The Chairman The C.E.O. The Member of B.o.D.

Theodore Fessas Apostolos Georgantzis Markos Bitsakos

The Group Financial Controller The Chief Accountant

Dimitris Papadiamantopoulos Konstantinia Anagnostopoulou

-1-

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Contents Page
Balance sheet 3
Income statement - Group 4
Income statement – Company 5
Statement of changes in equity 6
Cash flow statement 7
Notes upon financial information 8
1 General information 8
2 Structure of the Group 9
3 Summary of significant accounting policies 9
3a Changes in accounting policies 10
4 Critical accounting estimates and judgments 12
5 Critical accounting estimates and assumptions 13
6 Segment information 14
7 Property, plant and equipment 15
8 Goodwill 16
9 Intangible assets 17
10 Investment properties 18
11 Investments in subsidiaries 19
12 Investments in associates 21
13 Financial assets at amortized cost 21
14 Financial assets at fair value through profit or loss 22
15 Share capital 22
16 Borrowings 23
17 Contingencies 24
18 Guarantees 24
19 Commitments 24
20 Income tax expense 25
21 Dividends 26
22 Related party transactions 27
23 Earnings per share 28
24 Periods unaudited by the tax authorities 29
25 Number of employees 29
26 Seasonality 29
27 Non-current tax assets 30
28 Right-of-use assets 29
29 Lease liabilities 29
30 Business combinations 31
31 Events after the balance sheet date of issuance 34

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Balance sheet

GROUP COMPANY
Note 30/9/2019 31/12/2018 30/9/2019 31/12/2018
ASSETS
Non-current assets
Property, plant and equipment 7 71.998 65.540 7.556 7.601
Right-of-use assets 28 20.885 - 595 -
Goodwill 8 44.425 31.649 - -
Other intangible assets 9 4.188 4.706 10 21
Investment Properties 10 2.819 2.825 - -
Investments in subsidiaries 11 - - 68.220 64.435
Investments in associates 12 173 173 - -
Financial assets at amortised cost 13 4.287 4.334 3.601 3.976
Contract assets 1.327 1.535 - -
Financial lease 2.434 - - -
Deferred income tax asset 11.559 11.191 - -
Non-current income tax asset 27 12.706 12.706 12.706 12.706
Trade and other receivables 1.283 1.421 28 28
178.083 136.081 92.716 88.766
Current assets
Inventories 25.582 26.376 - -
Trade and other receivables 115.690 88.788 734 2.275
Contract assets 17.158 12.168 - -
Receivables from financial leases 114 - - -
Financial assets at amortised cost 13 66 43 - -
Derivatives 81 3 - -
Financial assets at fair value through P&L 14 4.201 4.071 16 16
Current income tax asset 4.586 3.199 5 13
Cash, cash equivalents and restricted cash 63.876 63.164 6.969 3.611
231.354 197.811 7.724 5.916
Non Current Assets classified as held for sale - - - -
Total assets 409.437 333.892 100.441 94.682
EQUITY
Capital and reserves attributable to the Company's shareholders
Share capital 15 3.574 3.574 3.574 3.574
Share premium 106 106 106 106
Other reserves 7.982 7.982 11.019 11.019
Retained earnings 143.523 127.747 83.790 78.456
155.184 139.409 98.488 93.154
Non-controling interests 1.261 765 - -
Total equity 156.445 140.173 98.488 93.153
LIABILITIES
Non-current liabilities
Borrowings 16 11.333 9.227 - -
Deferred tax liabilities 9.964 8.474 636 635
Retirement benefit obligations 9.836 9.225 25 22
Government Grants 496 563 - -
Contract liabilities 9.020 10.593 - -
Lease liabilities 29 20.340 - 520 -
Trade and other payables 5.159 8.827 57 44
66.148 46.909 1.238 701
Current liabilities
Trade and other payables 93.496 108.879 633 826
Contract liabilities 15.939 2.821 - -
Current income tax liability 5.813 659 - -
Borrowings 16 66.500 28.214 - -
Government Grants 70 114 - -
Lease liabilities 29 3.300 - 82 -
Provisions for other current payables 1.724 6.123 - -
186.843 146.810 714 826
Total liabilities 252.991 193.719 1.952 1.527
Total equity and liabilities 409.437 333.892 100.441 94.682

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Income statement - Group

GROUP
Note 01/01/2019-30/9/2019 01/01/2018-30/9/2018
Sales 6 400.097 345.905
Cost of sales (331.228) (286.055)
Gross profit 68.869 59.850
Selling expenses (20.742) (19.454)
Administrative expenses (22.802) (20.903)
Other operating income / (expenses) net 1.170 1.101
Other profit / (loss) net 626 482
Operating profit 27.121 21.076
Finance income 465 279
Finance costs (4.230) (3.482)
Finance costs - net (3.765) (3.203)
Share of profit/ (loss) of associates 12 - 44
Profit/ (Loss) before income tax 23.357 17.917
Income tax expense 20 (7.057) (5.901)
Profit/ (Loss) after tax for the period from
continuing operations
16.300 12.016
Attributable to :
Controlling interest 15.804 11.324
Non-controlling interest 495 692
16.300 12.016

Earnings/(Losses) per share attributable to equity holders of the Company (in € per share)

Basic and diluted 0,4422 0,3168

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Income statement – Company

COMPANY
01/01/2019-30/9/2019 01/01/2018-30/9/2018
Sales - -
Cost of sales - -
Gross profit - -
Selling expenses - -
Administrative expenses (1.168) (1.217)
Other operating income / (expenses) net 6.457 4.352
Other profit / (loss) net 60 -
Operating profit 5.349 3.135
Finance income 6 43
Finance costs (20) (1)
Finance costs - net (14) 42
Profit/ (Loss) before income tax 5.335 3.177
Income tax expense 20 (1) (47)
Profit/ (Loss) after tax for the period 5.334 3.129

Statement of comprehensive income

GROUP
COMPANY
01/01/2019-
30/9/2019
01/01/2018-
30/9/2018
01/01/2019-
30/9/2019
01/01/2018-
30/9/2018
Profit / (Loss) for the period 16.300 12.016 5.334 3.129
Other comprehensive income / (loss)
Gain / (loss) on valuation of derivatives
financial assets
Actuarial gains/(losses) on defined benefit
pension plans
-
-
-
-
-
-
-
-
Provisions for other gain/(loss) that probably
influence the income statement
- - - -
Total comprehensive income / (loss) for
the period
16.300 12.016 5.334 3.129
Attributable to:
-Owners of the parent
-Non-controlling interest
15.804
495
11.324
692

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Statement of changes in equity

Attributable to equity holders of the Company
Share capital Other
reserves
Retained
eairnings
Own shares Total Non-controling
interests
Total
Equity
GROUP
Balance at 1 January 2018 8.207 8.016 112.957 - 129.180 (450) 128.728
Profit/ (Loss) for the period - - 11.324 - 11.324 692 12.015
Implementation of IFRS 9 - - (3.797) - (3.797) (51) (3.848)
Balance at 30 September 2018 8.207 8.016 120.483 - 136.707 192 136.897
Movements up to 31 Decemebr 2018 (4.527) (34) 7.263 - 2.701 573 3.274
Balance at 31 December 2018 3.680 7.982 127.747 - 139.410 765 140.173
Balance at 1 January 2019 3.680 7.982 127.747 - 139.410 765 140.173
Profit/ (Loss) for the period - - 15.804 - 15.804 496 16.300
Consolidation of new subsidiaries and increase in stake in
existing ones
- - (27) - (27) - (27)
Balance at 30 September 2019 3.680 7.982 143.524 - 155.185 1.261 156.446
Attributable to equity holders of the
Share capital Other
reserves
Retained
eairnings
Own shares Total Equity
COMPANY
Balance at 1 January 2018 8.207 11.019 78.027 - 97.253
Profit/ (Loss) for the period - - 3.129 - 3.129
Balance at 30 September 2018 8.207 11.019 81.156 - 100.382
Movements up to 31 Decemebr 2018 (4.527) (2.700) (7.227)
Balance at 31 December 2018 3.680 11.019 78.456 - 93.155
Balance at 1 January 2019 3.680 11.019 78.456 - 93.153
Profit/ (Loss) for the period - - 5.334 - 5.334
Balance at 30 September 2019 3.680 11.019 83.790 - 98.488

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Cash flow statement

GROUP COMPANY
Note 01/01/2019- 01/01/2018- 01/01/2019- 01/01/2018-
Profit/ (Loss) before tax 30/9/2019
23.357
30/9/2018
17.917
30/9/2019
5.334
30/9/2018
3.177
Adjustments for:
Depreciation of property, plant and equipment 7 8.529 7.870 51 27
Amortization of investment properties 10 7 7 - -
Amortization of intangible assets 9 1.569 1.797 12 4
Amortization of right-of-use assets
Impairments of investment properties
28
10
3.137
-
-
-
68
-
-
-
Impairments of intangible assets 9 - - - -
Impairments of tangible assets 105 485
Impairments of available for sale financial assets (130) - - -
Losses / (Profit) from associates 12 - (44) - -
(Gain) / Loss on sale of associates - - (61) -
Interest income
Interest expense
(465)
4.230
(279)
3.482
(6)
20
(43)
1
Dividends proceeds (468) (430) (5.470) (3.432)
39.871 30.804 (52) (267)
Changes in working capital
(Increase) / decrease in inventories 793 7.667 - -
(Increase) / decrease in receivables (29.957) 15.463 1.541 (1.054)
Implementation of IFRS 9 - (3.848) - -
Increase/ (decrease) in liabilities (12.990) (19.914) (180) (132)
(Increase)/ decrease in derivative financial instruments (78) (76) - -
Increase / (decrease) in retirement benefit obligations 611 661 3 3
(41.620) (47) 1.363 (1.183)
Net cash generated from operating activities (1.749) 30.757 1.311 (1.451)
Interest paid (4.230) (3.482) (20) (1)
Income tax paid (3.111) (3.941) 9 13
Net cash generated from operating activities (9.090) 23.335 1.300 (1.438)
Cash flows from investing activities
Purchase of property, plant and equipment
7 (1.916) (2.705) (7) (8)
Purchase of intangible assets 9 (1.052) (557) (2) -
Purchase of financial assets (352) (211) - (125)
Proceeds from sale of property, plant, equipment and 954 341 - -
intangible assets
Proceeds from financial assets availiable for sale 374 129 435 99
Net cash outflow for the acquisition of a subsidiary company
Interest received
(22.445)
465
-
279
3.568
6
-
43
Dividends received 468 430 5.470 3.432
Net cash used in investing activities (23.504) (2.294) 2.118 3.435
Cash flows from financing activities
Proceeds from borrowings
16 39.047 7.073 - -
Repayment of borrowings 16 (5.696) (20.124) - -
Repayment of lease liabilities (2.930) - (61) -
Net cash used in financing activities 30.422 (13.051) (61) -
Net increase/ (decrease) in cash and cash equivalents (2.172) 7.990 3.357 1.997
Cash and cash equivalents at beginning of year 63.164 47.937 3.611 7.028
Cash and cash equivalents of acquired Subsidiaries (2.884) - - -
Cash, cash equivalents and restricted cash at end
of the period
63.876 55.928 6.969 9.026

(Amounts presented in thousand Euro except otherwise stated)

Notes upon financial information

1 General information

Financial statements include the financial statements of Quest Holdings S.A. (the "Company") and the consolidated financial statements of the Company and its subsidiaries (the "Group") for the period ended September 30, 2019, according to International Financial Reporting Standards ("IFRS"). The names of the Group's subsidiaries are presented in Note 24 of this information.

The main activities of the Group are the distribution of information technology and telecommunications products, the design, application and support of integrated systems and technology solutions, courier and postal services, electronic payments and production of electric power from renewable sources.

The Group operates in Greece, Romania, Cyprus, Holland, Belgium, Italy and Luxembourg and the Company's shares are traded in Athens Stock Exchange.

These group consolidated financial statements were authorized for issue by the Board of Directors of Quest Holdings S.A. on November 26th, 2019.

Shareholders composition is as follows:

Theodore Fessas 50,44%
Eftichia Koutsoureli 25,25%
Other investors 24,31%

Total 100%

The address of the Company is Argyroupoleos 2a str., Kallithea Attikis, Greece.

The Board of Director of the Company is as follows:

    1. Fessas Theodore Chairman, executive member
    1. Koutsoureli Eftichia Vice Chairman, executive member
    1. Tzortzakis Pantelis Vice Chairman, independent non executive member
    1. Georganztis Apostolos Managing Director executive member
    1. Karamouzis Nikolaos Independent non executive member
    1. Bitsakos Μarkos Executive member
    1. Labroukos Nicolaos Socrates Executive member
    1. Papadopoulos Apostolos Independent non executive member
    1. Tamvakakis Apostolos Independent non executive member
    1. Tamvakakis Phaidon Independent non executive member

The Audit Company is:

PricewaterhouseCoopers SA

260 Kifisias ave & Kodrou, 152 32 Halandri, Greece Registration No: 113

Company's website address is www.quest.gr.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

2 Structure of the Group

The structure of the Quest Holdings group is presented as follows:

3 Summary of significant accounting policies

I) Preparation framework of the financial information

This interim financial information covers the nine-month period ended September 30, 2019 and has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting".

The accounting policies used in the preparation and presentation of this interim financial information are the same as the accounting policies that were used by the Company and the Group for the preparation of the annual financial statements for the year ended December 31st, 2018.

The interim financial information must be considered in conjunction with the annual financial statements for the year ended December 31st, 2018, which are available on the Group's web site at the address www.quest.gr.

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and liabilities at fair value through profit or loss.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

The preparation of the financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Management to exercise its judgement in the process of applying the Group's accounting policies. Moreover, it requires the use of estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of preparation of the financial information and the reported income and expense amounts during the reporting period. Although these estimates and judgments are based on the best possible knowledge of the Management with respect to the current conditions and activities, the actual results can eventually differ from these estimates.

Differences between amounts presented in the financial statements and corresponding amounts in the notes results from rounding differences.

The group and the Company fulfill their needs for working capital through cash flows generated, including bank lending.

Current economic conditions continue to limit the demand for the Group's and Company's products, as well as their liquidity for the foreseeable future.

The Group and the Company, taking into account possible changes in their business performance, create a reasonable expectation that the Company and the Group have adequate resources to seamlessly continue their business operations in the near future.

Therefore, the Group and the Company continue to adopt the "principle of business continuity of their activities" during the preparation of the separate and consolidated financial statements for the period from January 1st, to September 30, 2019.

II) New standards, amendments to standards and interpretations:

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning during the current financial year and subsequent years. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

Standards and Interpretations effective for the current financial year

New standards, amendments to standards and interpretations: Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1.1.2019. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

Standards and Interpretations effective for the current financial year

IFRS 16 "Leases"

IFRS 16 has been issued in January 2016 and supersedes IAS 17. The objective of the standard is to ensure the lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The effect of this standard on the Group on 31 January 2019 on right-of-use assets was euro 21.574 thousand, on lease receivables euro 2.578 thousand and on lease liabilities euro 24.307 thousand. There is no significant impact in earnings before tax.

IFRS 9 (Amendments) "Prepayment Features with Negative Compensation"

The amendments allow companies to measure particular prepayable financial assets with so-called negative compensation at amortised cost or at fair value through other comprehensive income if a specified condition is met—instead of at fair value through profit or loss.

IAS 28 (Amendments) "Long term interests in associates and joint ventures"

The amendments clarify that companies account for long-term interests in an associate or joint venture—to which the equity method is not applied—using IFRS 9.

(Amounts presented in thousand Euro except otherwise stated)

IFRIC 23 "Uncertainty over income tax treatments"

The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. IFRIC 23 applies to all aspects of income tax accounting where there is such uncertainty, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits and tax rates.

IAS 19 (Amendments) "Plan amendment, curtailment or settlement"

The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur.

Annual Improvements to IFRS (2015 – 2017 Cycle)

The amendments set out below include changes to four IFRSs.

IFRS 3 "Business combinations"

The amendments clarify that a company remeasures its previously held interest in a joint operation when it obtains control of the business.

IFRS 11 "Joint arrangements"

The amendments clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.

IAS 12 "Income taxes"

The amendments clarify that a company accounts for all income tax consequences of dividend payments in the same way.

IAS 23 "Borrowing costs"

The amendments clarify that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.

Standards and Interpretations effective for subsequent periods

IFRS 17 "Insurance contracts" (effective for annual periods beginning on or after 1 January 2021)

IFRS 17 has been issued in May 2017 and supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations will be accounted for using current values instead of historical cost. The standard has not yet been endorsed by the EU.

IFRS 3 (Amendments) "Definition of a business" (effective for annual periods beginning on or after 1 January 2020)

The amended definition emphasises that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. The amendments have not yet been endorsed by the EU.

IAS 1 and IAS 8 (Amendments) "Definition of a material" (effective for annual periods beginning on or after 1 January 2020)

The amendments clarify the definition of material and how it should be applied by including in the definition guidance which until now was featured elsewhere in IFRS. In addition, the explanations accompanying the definition have been improved. Finally, the amendments ensure that the definition of material is consistent across all IFRS. The amendments have not yet been endorsed by the EU.

(Amounts presented in thousand Euro except otherwise stated)

IFRS 9, IAS 39 and IFRS 7 (Amendments) "Interest rate benchmark reform" (effective for annual periods beginning on or after 1 January 2020)

The amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments have not yet been endorsed by the EU.

3a Changes in accounting policies

IFRS 16 "Leases"

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors. The new lease standard applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether the use of an identified asset is controlled by the customer. It supersedes the following Standards and Interpretations:

IAS 17 Leases;

IFRIC 4 Determining whether an Arrangement contains a Lease;

SIC-15 Operating Leases—Incentives; and

SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 introduces significant changes to lessee accounting in the sense that it removes the distinction between operating and finance leases under IAS 17 and requires a lessee to recognize a right-of-use asset and a lease liability at lease commencement for all leases, except for short-term leases and leases of low value assets. In contrast to lessee accounting, the IFRS 16 lessor accounting requirements remain largely unchanged from IAS 17, and continue to require a lessor to classify a lease either as an operating lease or a finance lease. However, under IFRS 16, an intermediate lessor is required to classify the sublease as a finance or operating lease by reference to the right-of-use asset arising from the head lease and not by reference to the underlying asset. In addition, IFRS 16 provides guidance on the accounting for sale and leaseback transactions. Extensive disclosures are also required by the new Standard. The Group adopted IFRS 16 as of 1 January 2019 using the modified retrospective approach. All modifications made at the date of transition to IFRS 16 were recognized as adjustments in the opening balances of the respective captions of the Group's statement of financial position (Note 2.2.1) as of 1 January 2019 without restating the comparative figures.

Under the provisions of IAS 17, the Group classified each of its leases (as a lessee) at the inception date as either a finance lease or an operating lease. Upon adoption of IFRS 16, the Group applied a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group has opted to recognize a lease expense on a straight-line basis for short-term leases and leases of low value assets. The Group has not made use of the practical expedient available on transition to IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease and related guidance in IFRS 16 has been applied to all lease contracts that were effective as of 1 January 2019. The reassessment did not change significantly the scope of the contracts that meet the definition of a lease for the Group. In applying IFRS 16, the Group also elected to use the following practical expedients available by the standard at the date of initial application: (a) the exclusion of initial direct costs from the measurement of the right-of-use asset, (b) reliance on the assessment made before the date of initial application on whether leases are onerous by applying the provisions of IAS 37 and (c) the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease. After excluding the short-term leases and leases of low-value assets, the Group recognized a right-of-use assets and corresponding lease liabilities for all leases previously classified as operating. The right-of-use assets were recognized based on the amount equal to the lease liabilities, adjusted for prepayments previously recognized. There were no onerous lease contracts that would have required an adjustment to the right-of-use asset at the date of initial application. Lease liabilities were recognized based on the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application.

The reconciliation schedule between the operating lease commitments disclosed in the Group's annual financial statements as of 31 December 2018 and the lease liabilities recognized in the statement of financial position as of 1 January 2019 is presented below:

Group Company
Operating lease commitments 27.380 771
Effect from discounting rate ‐3.589 ‐103
Adjustments as a result of different of extention or termination options
Lease liabilities as of 1 January 2019
516
24.307
‐6
662

(Amounts presented in thousand Euro except otherwise stated)

4 Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical data, forecasts and expectations of future events that are deemed reasonable under the circumstances

5 Critical accounting estimates and assumptions

The Company and the Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and assumptions involving significant risk adjustment to the carrying value of assets and liabilities within the next financial year are addressed below.

Estimates and assumptions are continually reassessed and are based on historical experience as adjusted for current market conditions and other factors, including expectations of future events which are considered reasonable under the circumstances.

(a) Income tax

Judgement is required by the Group in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

(b) Estimated trade receivables impairment

The Company examines the overdue balances of customers and whether exceeding the credit policies. The Company makes impairments of doubtful balances and creates corresponding provisions based on estimations. Estimates are made taking into consideration the timing and amount of repayment of receivables and any collateral of claims received. In particular, when there are guarantees, the Company creates provisions for doubtful debts, with percentage less than 100% of the claim. These statements involve significant degree of subjectivity and require the judgment of management.

(c) Estimation of investments and non-financial assets impairment

The Company examine annually and whether the shareholdings and non-financial assets have suffered any impairment in accordance with accounting practices. The recoverable amounts of cash generating units have been determined based on value in use. These calculations require the use of estimates.

(d) Retirement obligations

The present value of retirement obligations depends on a number of factors that are determined using actuarial methods and assumptions. Such actuarial assumption is the discount rate used to calculate the cost of delivery. Changes in these assumptions will change the present value of the obligations in the balance sheet.

The Group and the Company determine the appropriate discount rate at the end of each year. This is defined as the rate that should be used to determine the present value of future cash flows, which are expected to be required to meet the obligations of the pension plans. Low risk corporate bonds are used to determine the appropriate discount rate, which are converted to the currency in which the benefits will be paid, and whose expiry date is approaching that of the related pension obligation.

(e) Provisions for pending legal cases

The Company has pending legal cases. Management evaluates the outcome of the cases and, if there is a potential negative outcome then the Company makes the necessary provisions. The provisions, when they are required are calculated based on the present value of management's estimation of the expenditure required to settle the obligation at the balance sheet date. This value is based on a number of factors which require the exercise of judgment.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

6 Segment information

Primary reporting format – business segments

The Group is organised into five business segments:

  • (1) Information Technology Products
  • (2) Information Technology Services
  • (3) Postal services
  • (4) Production of electric power from renewable sources
  • (5) Electronic payments

Management monitors the financial results of each business segment separately. These business segments are managed independently. The management making business decisions is responsible for allocating resources and assessing performance of the business areas.

In Unallocated mainly included the Company's activity.

The segment results for the period ended 30 of September 2019 and 30 of September 2018 are analysed as follows:

1st January to 30 September 2019

Information
technology
products
Information
technology
services
Postal services Electronic
payments
Production of
electric power
from renewable
sources
Unallocated Total of
continuing
operations
Total
Total gross segment sales 230.522 85.748 80.184 25.033 5.201 - 426.688 426.688
Inter-segment sales (24.433) (943) (980) (102) (130) (4) (26.591) (26.591)
Net sales 206.090 84.805 79.204 24.932 5.072 (4) 400.097 400.097
Operating profit/ (loss) 5.795 2.440 10.588 5.140 2.810 347 27.121 27.121
Finance (costs)/ revenues (1.482) (340) (365) (722) (843) (14) (3.765) (3.765)
Share of profit/ (loss) of Associates - - - - - - - -
Profit/ (Loss) before income tax 4.313 2.100 10.224 4.419 1.968 333 23.356 23.357
Income tax expense (note 20) (7.057)

Profit/ (Loss) after tax for the period 16.300

1st January to 30 September 2018

Information
technology
products
Information
technology
services
Postal services Electronic
payments
Production of
electric power
from renewable
sources
Unallocated Total of
continuing
operations
Total
Total gross segment sales 192.865 65.776 75.197 31.390 1.724 - 366.952 366.953
Inter-segment sales (19.036) (834) (1.048) (15) (113) (1) (21.047) (21.048)
Net sales 173.830 64.942 74.149 31.375 1.611 (1) 345.905 345.905
Operating profit/ (loss) 2.058 770 8.635 8.437 1.043 133 21.076 21.076
Finance (costs)/ revenues (1.011) (194) (265) (1.580) (194) 42 (3.202) (3.203)
Share of profit/ (loss) of Associates - - - 44 - - 44 44
Profit/ (Loss) before income tax 1.048 576 8.371 6.901 849 175 17.917 17.917
Income tax expense (note 20) (5.901)
Profit/ (Loss) after tax for the period 12.016

Transfers and transactions between segments are on commercial terms and conditions, according to those that apply to transactions with third parties.

(Amounts presented in thousand Euro except otherwise stated)

7 Property, plant and equipment

Property, plant and equipment of the Group and the Company are analyzed as follows:

Land and
buildings
Vehicles and
machinery
Buildings
under
construction
Furniture and
other
equipment
Total
GROUP - Cost
1st January 2018 29.689 56.515 4.423 28.387 119.014
Additions 532 1.308 - 1.507 3.347
Disposals / Write-offs (247) (1.106) - (986) (2.338)
Acquisition of subsidiaries 4.189 11.199 - - 15.388
Impairment - (1.118) (750) - (1.868)
31 December 2018 34.164 66.799 3.673 28.908 133.543
Accumulated depreciation
1st January 2018 (9.522) (22.097) - (22.949) (54.568)
Depreciation charge (412) (8.625) - (1.568) (10.605)
Disposals / Write-offs 23 448 - 686 1.157
Acquisition of subsidiaries (1.011) (2.976) - - (3.987)
31 December 2018 (10.922) (33.250) - (23.831) (68.003)
Net book value at 31 December 2018 23.242 33.548 3.673 5.076 65.540
1 January 2019 34.164 66.799 3.673 28.908 133.542
Additions 468 439 - 1.009 1.916
Disposals / Write-offs (381) (1.397) - (4.583) (6.362)
Acquisition of subsidiaries 1.802 16.861 - 55 18.718
Impairments - (105) - - (105)
Reclassifications
30 September 2019
-
36.053
(2.160)
80.436
-
3.673
-
25.389
(2.160)
145.551
Accumulated depreciation
1 January 2019 (10.922) (33.250) - (23.831) (68.003)
Depreciation charge (439) (6.519) - (1.153) (8.111)
Disposals / Write-offs 51 775 - 4.581 5.408
Acquisition of subsidiaries (159) (4.819) - (27) (5.006)
Reclassifications - 2.160 - - 2.160
30 September 2019 (11.469) (41.654) - (20.429) (73.553)
Net book value at 30 September 2019 24.584 38.783 3.673 4.960 71.998

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Land and
buildings
Vehicles and
machinery
Furniture and
other
equipment
Total
COMPANY - Cost
12.980 320 1.815 15.114
- - 18 18
- - (198) (198)
12.980 320 1.636 14.936
Accumulated depreciation
(5.561) (316) (1.465) (7.342)
(16) (1) (60) (77)
- - 85 85
(5.578) (317) (1.440) (7.335)
Net book value at 31 December 2018 7.402 3 196 7.601
12.980 320 1.636 14.936
- - 7 7
12.980 320 1.642 14.942
1.643
Accumulated depreciation (5.578) (317) (1.440) (7.335)
(12) (1) (37) (51)
(5.591) (318) (1.477) (7.385)
Net book value at 30 September 2019 7.389 2 166 7.556

The liens and encumbrances on the assets of the Company and the Group are disclosed under Note 18.

8 Goodwill

The Goodwill of the Group are analyzed as follows:

GROUP
30/9/2019 31/12/2018
At the beginning of the year 31.649 27.225
Additions 12.776 4.424
At the end 44.424 31.649

The amount of € 44.424 thousand of goodwill contains € 4.932 thousand for the acquisition of «Rainbow S.A.», which has been absorbed in 2010 by the 100% subsidiary "iSquare SA", € 3.785 thousand from the acquisition of minority interests of the subsidiary "ACS SA", € 16.820 thousand value of the goodwill of the acquired company under trade name "Cardilink SA" and a total amount of €18.889 thousand of temporary and definitive goodwill on acquisitions of indirect subsidiaries.

The recoverable amount of a CGU is determined according to the value in use calculations. These calculations are pre-tax cash flow projections based on financial budgets approved by the management and cover a five-year period.

In the previous year the key assumptions used for value-in-use calculations are consistent with the external information sources. For the "Apple products distribution" segment, these are: discount rate: 9,9%, sales growth rate: 3%, EBITDA margin: 2,33%, growth rate in perpetuity: 1,5%. Concerning the segment of courier services, the key assumptions are: discount rate: 9,9%, sales growth rate: 5%, EBITDA margin:12,8%, growth rate in perpetuity: 1,5%. Relating to the segment of financial services: discount rate: 9,9%, sales growth rate: 0%, EBITDA margin: 33%, growth rate in perpetuity: 1,5%.

(Amounts presented in thousand Euro except otherwise stated)

Budgeted gross margin is based on last year's performance increased by the expected growth rate of return.

9 Intangible assets

The intangible assets of the Group and the Company are analyzed as follows:

Industrial
property rights
Software &
Others
Total
GROUP - Cost
1st January 2018 23.066 19.701 42.768
Additions - 1.165 1.165
Disposals / Write-offs - (31) (31)
Impairment (5.177) - (5.177)
31 December 2018 17.889 20.833 38.724
Accumulated depreciation
1st January 2018 (17.079) (14.610) (31.690)
Depreciation charge (478) (1.881) (2.359)
Disposals / Write-offs - 31 31
31 December 2018 (17.557) (16.460) (34.018)
Net book value at 31 December 2018 332 4.374 4.706
1 January 2019 17.889 20.834 38.724
Additions - 1.052 1.052
Impairment - (124) (124)
30 September 2019 17.889 21.762 39.651
Accumulated depreciation
1 January 2019 (17.557) (16.460) (34.018)
Depreciation charge (267) (1.303) (1.569)
Impairment - 124 124
30 September 2019 (17.824) (17.638) (35.463)
Net book value at 30 September 2019 65 4.123 4.188

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Software &
Others
Total
COMPANY - Cost
1st January 2018 46 46
Additions - -
31 December 2018 46 46
Accumulated depreciation
1st January 2018 (15) (15)
Depreciation charge (10) (10)
31 December 2018 (25) (25)
Net book value at 31 December 2018 21 21
1 January 2019 46 46
Additions 2 2
30 September 2019 48 48
Accumulated depreciation
1 January 2019 (25) (25)
Depreciation charge (12) (12)
30 September 2019 (38) (38)
Net book value at 30 September 2019 10 10

In the previous year, during the annual assessment of the Management for the recovery of the intangible asset (trade name) of the subsidiary Unisystems SA, an impairment loss of €5,177 thousand arose. Following the above impairment, its undepreciated value as at December 31st, 2018 amounted to €314 thousand.

This relates to an intangible asset recognized at Group level of an initial amount of €15,600 thousand, which is amortized in over 30 years and relates to the Unisystems brand name that arose during the acquisition of the aforementioned subsidiary in 2007 and is covered by valuation with the method of Discounted Cash Flow (DCF). In previous year the key assumptions used by the Management to calculate future cash flows are as follows: interest rate has been used to calculate the present value: 9,9%, sales increase: 5%, EBITDA margin: 3% and growth rate in perpetuity:1%.

10 Investment properties

The change of investment properties of the Group is as follows:

GROUP
30/9/2019 31/12/2018
Balance at the beginning of the year 8.230 8.230
Balance at the end 8.230 8.230
Accumulated depreciation
Balance at the beginning of the year (5.405) (5.395)
Depreciations (7) (10)
Balance at the end (5.412) (5.405)
Net book value at the end 2.818 2.825

The amount of € 2.818 thousand concerns the net book value of the subsidiary company's "UNISYSTEMS S.A." land, in Athens, which was acquired in 2006 with initial plan the construction of offices. Thus, since this land is owned for long term investment other than

(Amounts presented in thousand Euro except otherwise stated)

short term disposal, based on the requirements of I.F.R.S. 40 «Investment Properties», it was transferred from Property, plant and equipment to Investment Properties.

The depreciation of € (7) thousand relates to small-scale installations associated with the above land.

11 Investments in subsidiaries

The movement of investment in subsidiaries is as follows:

COMPANY
30/9/2019 31/12/2018
Balance at the beginning of the year 64.434 67.276
Additions 7.357 6
Capital return of subsidiaries (3.568) (2.847)
Capital decrease of subsidiaries (5) -
Balance at the end 68.220 64.434

Current period:

The amount of euro 7.357 thousand mainly refers to the share capital increase of the subsidiary «Quest Energy S.A.» The amount of euro (3.568) thousand related to the share capital decrease with cash return of subsidiary «Info Quest Technologies S.A.» and the share capital decrease with cash return of subsidiary «Unisystems S.A.».

Previous year:

The amount of euro (2,847) thousand relates to the partial impairment of the wholly-owned subsidiary Unisystems SA in the financial statements of the Company. For the calculation of the above impairment, the Discounted Cash Flow (DCF) method was performed at the end of the previous financial year. The key assumptions used by the Management to calculate future cash flows are as follows: interest rate has been used to calculate the present value: 9,9%, sales increase: 5%, EBITDA margin: 3% and growth rate in perpetuity:1%.

Summarized financial information relating to subsidiaries:

30 September 2019

Name Country of
incorporation
Cost Impairment Carrying
amount
% interest
held
UNISYSTEMS S.A. Greece 64.932 (38.980) 25.952 100,00%
ACS S.A. Greece 23.713 (21.345) 2.368 100,00%
ISQUARE S.A. Greece 60 - 60 100,00%
QUEST ΕΝΕRGY S.A. Greece 17.168 - 17.168 100,00%
QUEST onLINE S.A. Greece 810 (810) - 100,00%
INFO QUEST Technologies S.A. Greece 26.461 (13.431) 13.030 100,00%
ISTORM S.A. Greece 3.157 - 3.157 100,00%
DIASIMO HOLDINGS LTD Cyprus - - - 100,00%
CARDLINK S.A. Greece 6.106 - 6.106 85,00%
CARDLINK ONE S.A. Greece 281 - 281 85,00%
Quest international SRL Belgium 100 - 100 100,00%
142.787 (74.567) 68.220

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

31 December 2018

Name Country of
incorporation
Cost Impairment Carrying
amount
% interest
held
UNISYSTEMS S.A. Greece 66.947 (38.980) 27.967 100,00%
ACS S.A. Greece 23.713 (21.345) 2.368 100,00%
ISQUARE S.A. Greece 60 - 60 100,00%
QUEST ΕΝΕRGY S.A. Greece 10.166 - 10.166 100,00%
QUEST onLINE S.A. Greece 810 (810) - 100,00%
INFO QUEST Technologies S.A. Greece 28.014 (13.431) 14.583 100,00%
ISTORM S.A. Greece 3.157 - 3.157 100,00%
DIASIMO HOLDINGS LTD Cyprus - - - 100,00%
CARDLINK S.A. Greece 6.106 - 6.106 85,00%
U-YOU S.A. (ex. INFOCARD S.A.) Greece 30 - 30 100,00%
139.002 (74.567) 64.435

In addition to the above subsidiaries, the Group consolidated financial statements also include the indirect investments as they are presented below:

  • The 100% held subsidiary of "ACS S.A.", the 100% held subsidiary of "ACS S.A.", "GPS" and the 100% subsidiary ACS INVEST UK LIMITED based in Great Britain.
  • The subsidiaries of "Quest Energy S.A.", "Amalia Wind Farm of Viotia S.Α." (100% subsidiary), "Megalo Plai Wind Farm of Viotia S.Α". (100% subsidiary), "Quest Aioliki Livadiou Larisas Ltd" (98.67% subsidiary), "Quest Aioliki Servion Kozanis Ltd" (98.67% subsidiary), "Quest Aioliki Distomou Megalo Plai Ltd" (98.67% subsidiary), «Quest Solar Almirou ltd» (98,67% subsidiary), «Quest Solar Viotias ltd» (98,67 subsidiary), "Quest Aioliki Sidirokastrou Hortero Ltd" (98.67% subsidiary), " Aioliko parko Dramas Ltd" (90% subsidiary), Xilades S.A. (100% subsidiary) and Wind Sieben S.A. (100% subsidiary), BETA SUNENERGIA KARVALI S.A. (100% subsidiary), FOS ENERGIA KAVALAS S.A. (100% subsidiary), NUOVO KAVALA PHOTOPOWER S.A. (100% subsidiary), ENERGIA FOTOS BETA XANTHIS S.A. (100% subsidiary), PETROX SOLAR POWER S.A. (100% subsidiary), PHOTOPOWER EVMIRIO BETA S.A. (100% subsidiary), MILOPOTAMOS FOS 2 S.A. (100% subsidiary) and Adepio ltd (100% subsidiary).
  • The "Unisystems S.Α" subsidiary, "Unisystems B.V." (100% subsidiary) based in Holland.
  • «Unisystems Cyprus Ltd»'s subsidiary «Quest Rom Systems Integration & Services Ltd» had been renamed to «Unisystems information technology systems SLR» and is based in Romania (100% subsidiary).
  • The "Unisystems S.Α" subsidiary, «Unisystems Luxembourg S.à r.l.» (100% subsidiary) based in Luxembourg.
  • The 100% held subsidiary of "iStorm S.A.", "iStorm Cyprus", which is established in Cyprus.
  • The 100% held subsidiary of "iSquare S.A.", "iQbility Ltd.".
  • The 100% held subsidiary of "Wind Sieben S.A.", "Energiaki Markopoulou 2 S.A.".
  • The 100% held subsidiary of "Adepio ltd", "Quest Pilou S.A."
  • The 100% held subsidiary of "Quest Pilou S.A.", "Kinigos S.A."

All the subsidiaries (direct & indirect) of the Company as well as the method of their consolidation are also mentioned in the Note under number 24 (Periods unaudited by the tax authorities).

No other significant changes have been realized in "Investments in subsidiaries".

(Amounts presented in thousand Euro except otherwise stated)

12 Investments in associates

The Group has significant influence over the below associates. The Group's interest in these associates is accounted for using the equity method in the consolidated financial statements. The following table illustrates the summarized financial information of the Group's investment in associates:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Balance at the beginning of the year 173 843 - 700
Transfer to financial assets at amortised cost - (843) - (700)
Percentage of associates' profits / (losses) - 173 - -
Balance at the end 173 173 - -

The amount of the € (843) thousand relates to the reclassification of the 10% shareholding of the Company to the company Impact SA to the financial assets measured at amortized cost, based on the private agreement as of December 20th, 2018, entered into by the Company, which provides for the transfer of all its shares held at the above value (Note 15 - Financial assets measured at amortized cost).

"NUBIS S.A." (43,26% associate) , and Park Mobile Hellas SA ." (40 % associate) and ACS Cyprus ltd." (20 % associate) are also included as associates of the Company ("Quest Holdings").

13 Financial assets at amortized cost

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Balance at the beginning of the year 4.376 3.419 3.976 3.250
Additions 352 322 - 125
Disposals (374) (125) (374) (99)
Impairment - (74) - -
Transfer from Investments in associates - 843 - 700
Other - (9) - -
Balance at the end 4.352 4.376 3.602 3.976
Non-current assets 4.287 4.334 3.601 3.976
Current assets 66 43 - -
4.352 4.376 3.601 3.976

The available-for-sale financial assets include mainly investments in mutual funds and EU member bonds and investments in unquoted shares. The Group establishes the fair values of unlisted securities by using refined valuation techniques and estimates in order to reflect the market's specific circumstances at the financial statements date. The fair values of listed shares are based on bid prices the date of the financial statement.

Furthermore, the Company's management estimates that there are no further indications of impairment of available for sale financial assets and that this approximates the fair.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

14 Financial assets at fair value through profit or loss

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Balance at the beginning of the year 4.071 4.210 16 14
Revaluation at fair value 130 (140) - 2
Other - - - -
Balance at the end 4.201 4.071 16 16

The Financial Assets at fair value through P&L comprise listed shares and bonds regards to relevant investment by ACS in EU Company Bonds and Mutual Funds. The fair values of listed securities are based on published period-end bid prices on the date of the financial information.

15 Share capital

Number of shares Ordinary shares Share premium Total
1st January 2018 11.913.632 8.101 106 8.207
Share Capital decrease - (4.527) - (4.527)
31 December 2018 11.913.632 3.574 106 3.680
1 January 2019 11.913.632 3.574 106 3.680
Split 23.827.264 - - -
30 September 2019 35.740.896 3.574 106 3.680

Current period

The Ordinary General Meeting of the Company's shareholders, held on 25.06.2019, decided inter alia the reduction of the nominal share value from Euros 0.30 to Euros 0.10 Euro and the simultaneous increase of the total number of shares from 11.913.632 to 35.740.896 common registered voting shares (split). The aforementioned 23.827.264 new shares shall be distributed free-of-charge to the shareholders of the Company in replacement ratio of 3 new common registered shares for each 1 old common registered share. Following the above corporate change, the share capital of the Company remains at the amount of Euros 3.574.089,60, divided into 35.740.896 common registered voting shares with a nominal value of Euro 0.10 each.

Previous year

The Extraordinary General Meeting of the Company's Shareholders on November 26th, 2018, decided to reduce the Company's share capital by reducing the shares' nominal value by €0.38 per share and returning the amount of the capital reduction to the shareholders in cash. Thus, the Company's share capital amounts to three million five hundred seventy-four thousand eighty-nine euros and sixty cents (€3,574,089.60) and is divided into eleven million nine hundred thirteen thousand and six hundred thirty-two (11,913,632) intangible ordinary nominal shares of nominal value thirty cents of Euro (€0.30) each.

At the end of the current period, the Company did not hold own shares.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

16 Borrowings

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Non-current borrowings
Bank borrowings 3.356 2.179 - -
Bonds 5.807 1.325 - -
Finance lease liabilities 2.170 5.723 - -
Total non-current borrowings 11.333 9.227 - -
Current borrowings
Bank borrowings 55.076 21.014 - -
Bonds 1.944 2.475 - -
Other borrowings (Factoring) 4.702 111 - -
Finance lease liabilities 4.778 4.615 - -
Total current borrowings 66.500 28.214 - -
Total borrowings 77.833 37.441 - -

The Group has approved credit lines with financial institutions amounting to euro 120 million and the Company to euro 0,5 million. Short term borrowings fair values reach their book values.

The movement of borrowings is analyzed as follows:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Balance at the beginning of the year 37.441 52.447 - -
Repayment of borrowings (5.696) (26.841) - -
Proceeds of borrowings 39.047 771 - -
Acquisition of subsidiaries 7.041 11.064 - -
Balance at the end 77.834 37.441 - -

Both the Company and the Group are not exposed to exchange risk since the total of borrowings for nine-months of 2019 was in euro.

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Between 1 and 2 years 5.478 7.184 - -
Between 2 and 3 years 724 1.864 - -
Between 3 and 5 years 5.131 178 - -
Over 5 years - - - -
11.333 9.227 - -

The Company is exposed to interest rate changes that domain in the market and which affect its financial position and cash flow. The cost of borrowing is possible to either increase or decrease as a result of the above mentioned fluctuations.

The finance leasing liabilities relate to the subsidiary company Cardlink contracts for the supply of credit card terminals (POS).

(Amounts presented in thousand Euro except otherwise stated)

Bond Loans

Cardlink S.A.

On November 25th, 2015, Cardlink SA entered into a Bond Loan with Alpha Bank, amounting to 6.750 thousand Euros with a total rate of 4,25%. The repayment of the loan will be made in 13 quarterly instalments commencing on 30.6.2017 with an amount of 300 thousand Euros, and the last instalment amounting to 663 thousand Euros will be repaid according to the repayment plan on 30.6.2020.

On May 8th, 2015, Cardlink SA entered into a Long Term Loan with Eurobank, amounting to 2.740 thousand Euros with a total rate plus a margin of 4,65%. The repayment of the loan will be made in 12 quarterly instalments commencing on 11.8.2017 with the amount of 228 thousand Euros, and the last (12th instalment) amounting to 228 thousand Euros will be repaid according to the repayment plan on May 11th, 2020.

17 Contingencies

The Group and the Company have contingencies in respect of bank guarantees, guarantees and other matters arising in the ordinary course of business from which Management is confident that no material liability will arise.

The contingent liabilities are analysed as follows:

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Letters of guarantee to customers securing contract performance 6.943 5.641 - -
Letters of guarantee to participations in contests 501 1.792 - -
Letters of guarantee for credit advance 1.584 1.038 - -
Guarantees to banks on behalf of subsidiaries 47.290 47.290 47.290 47.290
Letters of guarantee to creditors on behalf of subsidiaries 13.975 13.975 13.975 13.975
Other 10.333 8.890 - -
80.626 78.625 61.265 61.265

In addition to the above, the following specific issues should be noted:

The tax obligations of the Group are not final since there are prior periods which have not been inspected by the tax authorities. Note 24 presents the last periods inspected by the tax authorities for each company in the Group.

Furthermore, there are various legal cases against companies of the Group for which the Management estimates that no additional material liabilities will arise.

18 Guarantees

Upon the expiry of the 3rd Quarter of 2019, the following encumbrances on the movable property of companies of the Group exist:

  1. For the company "Xylades Energy SA", the Amortized Loan Agreement of May 11th, 2012 has been concluded with the Greek Postal Savings Bank SA, in the amount of 2,548 thousand euros, for the security of which the Registered Pledge Agreement on Movable Property (Law 2844/2000) of July 23, 2012 has been concluded (Law 2844/2000), which has been registered/published in the Pledge Registry of Athens, pursuant to which the capital goods of such company have been pledged.

  2. For the company "WIND SIEBEN VIOTIA ENERGY SA", the Amortized Loan Agreement of March 9th, 2012, has been concluded with the Commercial Bank of Greece SA in the amount of 3,500 thousand euros, for the security of which, the following security agreements have been concluded:

2.a The Pledge Agreement on Movable Property (Law 2844/2000) of May 11, 2012, which has been registered/published in the Pledge Registry of Athens, pursuant to which the capital goods of the company have been pledged and 2.b The Pledge Agreement on Securities of May 13, 2012.

  1. For the company "FOS KAVALA ENERGY S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

  1. For the company "MYLOPOTAMOS FOS2 S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  2. For the company "ENERGIA FOTOS BETA XANTHIS SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  3. For the company "PHOTTOPOWER EVMIRIO BETA S.A.", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  4. For the company "PETROX SOLAR POWER SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  5. For the company "NUOVO KAVALA PHOTTOPOWER SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  6. For the company "BETA SUNENERGIA KARVALI SA", the Amortized Loan Agreement of January 20, 2012 has been concluded with Piraeus Bank SA in the amount of 1,250 thousand euros, for the security of which the Pledge Agreement on Securities of January 28th, 2013 has been concluded.

  7. For the company "ENERGIAKI MARKOPOULOU2 SA ", the Amortized Loan Agreement of April 1, 2013 has been concluded with Alpha Bank SA in the amount of 470 thousand euros, for the security of which the Pledge Agreement on Securities of February 20th, 2014 has been concluded.

  8. For the company "Quest Pilou SA ", the Amortized Loan Agreement of July 25, 2019 has been concluded with National Bank of Greece SA in the amount of 15.000 thousand euros, for the security of which the Pledge Agreement on Securities of July 25, 2019 has been concluded.

  9. For the company "Kinigos SA ", the Amortized Loan Agreement of December 18, 2013 has been concluded with National Bank of Greece SA in the amount of 12.766 thousand euros, for the security of which the Pledge Agreement on Securities of March 30, 2015 has been concluded.

Part of the borrowings of the Group's subsidiaries are secured with guarantees provided by the Company.

19 Commitments

Capital commitments

At the financial information date, September 30, 2019, there are no capital expenditures that has been contracted for the Group and the Company.

20 Income tax expense

Income tax expense of the Group and Company for the period ended September 30, 2019 and September 30, 2018 respectively was:

GROUP COMPANY
01/01/2019-
30/9/2019
01/01/2018-
30/9/2018
01/01/2019-
30/9/2019
01/01/2018-
30/9/2018
Current tax (6.570) (6.019) - -
Deferred tax (487) 118 (1) (47)
Total (7.057) (5.901) (1) (47)

In addition, the cumulative provision for future tax liability concerning tax unaudited periods for September 30, 2019 and December 31st, 2018 were as follows:

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Provision for unaudited years 1.407 1.407 - -

The Company and its Greek subsidiaries of the Group for the previous year 2018, as well as for the years from 2011 to 2018, have not calculated additional provisions, as the tax audit for the year ended had already been performed by the statutory auditors. The Management of the companies of the group does not expect significant tax liabilities beyond those recognized and reported in the financial statements.

Current income tax, for the Company and the domestic subsidiaries, has been calculated using the tax rate of the year 2019, 28% (2018, 29%). Concerning the abroad subsidiaries, in order for the current tax expense to be calculated, domestic tax rates have been used. Tax over profit before taxes of the Company differs to the theoretical amount which would arise in case of using the weighted average tax rate of each company's' Country of origin.

The corporate income tax rate in Greece is set at 28% for 2019. However, on the basis of article 23 of Law 4579/2018, it will gradually decrease by 1% per annum as follows:

  • 27% for the year 2020
  • 26% for the year 2021
  • 25% for the year 2022 onwards

21 Dividends

There is no proposal for dividend distribution.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

22 Related party transactions

The following transactions were carried out with related parties:

GROUP COMPANY
01/01/2019-
30/9/2019
01/01/2018-
30/9/2018
01/01/2019-
30/9/2019
01/01/2018-
30/9/2018
i) Sales of goods and services
Sales of goods to: 3.435 4.228 - -
- Other related parties 3.435 4.228 - -
Sales of services to: 1.203 1.068 802 750
-Unisystems Group - - 375 373
-Info Quest Technologies - - 182 185
-ACS - - 78 43
-iStorm - - 13 11
-iSquare - - 74 71
- Other direct subsidiaries - - 75 63
- Other indirect subsidiaries 43 22 - -
- Other related parties 1.160 1.046 6 5
Dividends - 430 5.470 3.432
-Unisystems - - - -
-Info Quest Technologies - - - -
-ACS - - 4.000 2.000
-iSquare - - 1.002 1.002
- Other indirect subsidiaries - - 36 -
- Other related parties - 430 432 430
4.637 5.727 6.272 4.182
ii) Purchases of goods and services
Purchases of goods from: - - - -
- Other related parties - - - -
Purchases of services from: 1.361 1.333 126 128
-Unisystems - - 26 24
-Info Quest Technologies - - 31 34
- Other direct subsidiaries - - - -
- Other indirect subsidiaries 29 31 - -
- Other related parties 1.332 1.302 69 69
1.361 1.333 126 128
iii) Benefits to management
Salaries and other short-term employment benefits 2.658 2.300 125 36
2.658 2.300 125 36

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

iv) Period end balances from sales-purchases of goods / servises / dividends
GROUP COMPANY
30/9/2019 31/12/2018 30/9/2019 31/12/2018
Receivables from related parties:
-Parent Company - - - -
-Unisystems - - 92 96
-Info Quest Technologies - - 15 19
-ACS - - 7 7
-iSquare - - 10 10
- Other direct subsidiaries - - 10 2.012
- Other indirect subsidiaries 43 16 29 12
- Other related parties 3.238 2.503 449 16
3.281 2.519 612 2.171
Obligations to related parties:
-Info Quest Technologies - - 3 3
-ACS - - - -
- Other indirect subsidiaries 20 24 - -
- Other related parties 91 60 3 2
110 84 6 5
v) Receivables from management personel - - - -
vi) Payables to management personel - - - -

Services from, and, to related parties as well as sales and purchases of goods, take place on the basis of the price lists in force with non-related parties.

23 Earnings per share

Basic and diluted

Basic and diluted earnings/ (losses) per share are calculated by dividing profit/(loss) attributable to ordinary equity holders of the parent entity, by the weighted average number of ordinary shares outstanding during the period and excluding any ordinary treasury shares that were bought by the Company.

Continuing operations

GROUP
01/01/2019-
30/9/2019
01/01/2018-
30/6/2018
Earnings/ (Losses) from continuing operations attributable to equity
holders of the Company
15.804 11.324
Weighted average number of ordinary shares in issue (in thousand) 35.741 35.741
Basic earnings/ (losses) per share (Euro per share) 0,4422 0,3168

(Amounts presented in thousand Euro except otherwise stated)

24 Periods unaudited by the tax authorities

The unaudited by the tax authorities years for each company of the Group, are as follows:

Company Name Website Country of
incorporation
%
Participation
(Direct)
%
Participation
(Indirect)
Consolidation
Method
Unaudited years
** Quest Holdings S.A. www.quest.gr - - - - 2010 & 2014-2018
* Unisystems S.A. www.unisystems.com Greece 100,00% 100,00% Full 2010 & 2014-2018
- Unisystems Belgium S.A. - Belgium 100,00% 100,00% Full 2009-2018
- Unisystems B.V. Holland 100,00% 100,00% Full -
- Parkmobile Hellas S.A. - Greece 40,00% 40,00% Equity Method 2007-2018
- Unisystems Cyprus Ltd - Cyprus 100,00% 100,00% Full 2007-2018
- Unisystems Information Technology Systems SRL - Romania 100,00% 100,00% Full 2007-2018
* ACS S.A. www.acscourier.net Greece 100,00% 100,00% Full 2010 & 2014-2018
- GPS INVEST LIMITED - United Kingdom 100,00% 100,00% Full -
- GPS Postal Services IKE www.genpost.gr Greece 100,00% 100,00% Full -
- ACS Cyprus ltd - Cyprus 20,00% 20,00% Equity Method -
* Quest Energy S.A. www.questenergy.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
- Wind farm of Viotia Amalia S.A. www.aioliko-amalia.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
- Wind farm of Viotia Megalo Plai S.A. www.aioliko-megaloplai.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
- Quest Aioliki Livadiou Larisas Ltd www.questaioliki-livadi.gr Greece 98,67% 98,67% Full 2010 & 2014-2018
- Quest Aioliki Servion Kozanis Ltd www.questaioliki-servia.gr Greece 98,67% 98,67% Full 2010 & 2014-2018
- Quest Aioliki Distomou Megalo Plai Ltd www.questaioliki-megaloplai.gr Greece 98,67% 98,67% Full 2010 & 2014-2018
- Quest Aioliki Sidirokastrou Hortero Ltd www.questaioliki-hortero.gr Greece 98,67% 98,67% Full 2010 & 2014-2018
- Xylades Energeiaki S.A. www.xyladesenergiaki.gr/ Greece 99,00% 99,00% Full 2007-2018
- BETA SUNENERGIA KARVALI S.A. www.betakarvali.gr Greece 100,00% 100,00% Full 2007-2018
- Fos Energia Kavalas S.A. www.foskavala.gr Greece 100,00% 100,00% Full 2007-2018
- NUOVO KAVALA PHOTOPOWER S.A. www.nuovophoto.gr Greece 100,00% 100,00% Full 2007-2018
- Energia fotos beta Xanthis S.A. www.fosxanthi.gr Greece 100,00% 100,00% Full 2007-2018
- PETROX SOLAR POWER S.A. www.petroxsolar.gr Greece 100,00% 100,00% Full 2007-2018
- PHOTOPOWER EVMIRIO BETA S.A. www.photoevmirio.gr Greece 100,00% 100,00% Full 2007-2018
- Mylopotamos fos 2 S.A. www.mylofos2.gr Greece 100,00% 100,00% Full 2007-2018
- Wind Sieben S.A. www.windsieben.gr/ Greece 100,00% 100,00% Full 2007-2018
- Energiaki Markopoulou 2 S.A. www.enma2.gr Greece 100,00% 100,00% Full 2010-2018
- ADEPIO LTD - Cyprus 100,00% 100,00% Full -
- Quest Pilou S.A. - Greece 100,00% 100,00% Full -
- Kinigos S.A. www.atgke-kinigos.gr Greece 100,00% 100,00% Full -
* iSquare S.A. www.isquare.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
iQbility M Ltd www.iqbility.com Greece 100,00% 100,00% Full -
* Info Quest Technologies S.A. www.infoquest.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
* Cardlink S.A. www.cardlink.gr Greece 100,00% 85,00% Full 2010 & 2014-2018
* iStorm S.A. www.store.istorm.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
- iStorm Cyprus ltd - Cyprus 100,00% 100,00% Full -
* QuestOnLine S.A. www.qol.gr Greece 100,00% 100,00% Full 2010 & 2014-2018
* Cardlink one S.A. www.you.gr Greece 85,00% 85,00% Full 2014-2018
* DIASIMO Holding ltd - Cyprus 100,00% 100,00% Full 2010 & 2014-2018
- Blue onar ltd - Cyprus 50,00% 50,00% Equity Method -
* Quest International SRL www.questinternational.eu Belgium 100,00% 100,00% Full -
* Nubis S.A. www.nubis.gr Greece 42,60% 43,26% Equity Method -
* Impact S.A. www.impact.gr Greece 10,00% 10,00% - -
- ΤΕΚΑ Α.Ε. www.tekasystems.gr/el/ Greece 25,00% 25,00% - -
- COSMOS BUSINESS SYSTEMS AE www.sbs.gr Greece 16,88% 16,88% - -

* Direct investment

** Parent Company

25 Number of employees

Number of employees at end of period: Group 1.894, Company 5 and the end of the previous year: Group 1.744, Company 5.

26 Seasonality

The Group has significant dispersion of activities, as a result there are not sighs of seasonality. The sales of the nine-months approach proportionality the total year sales.

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

27 Non-current tax assets

The amount of euro 12.706 thousand in the account of long-term tax assets to the Company and the Group relates to a tax advance tax of 5% on the sale price (€330.000 thousand) of the subsidiary "Q Telecommunication" in 2006.

The Company, for the above fact and under the current legislation has formed special taxed reserve of € 203.556 thousand in retained earnings, which in case of it distribution, or a proportion of it, it will deduct at the percentage of 5% of that which had already been advanced.

Specifically, in 2006 (as detailed in the respective annual financial report) the company (formerly Info-Quest S.A.) decided to spin off the telecommunications branch and sale it for € 330.000 thousand and profit before taxes € 241.232 thousand. Based on L.2238 / ar.13, 5% tax withheld on the sale price, which stands at the recoverable amount of € 12.706 thousand.

28 Right-of-use assets

The Group and the Company lease assets including land & building and transportation means. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

GROUP
Land and
buildings
Vehicles Machinery Total
1 January 2019 18.823 2.732 20 21.574
Additions 1.707 363 - 2.070
Depreciation charge (2.464) (667) (7) (3.137)
Early termination of contracts (6) (21) - (27)
Changes in contract estimates 398 - - 398
30 September 2019 18.464 2.407 13 20.885
COMPANY
Land and
buildings
Vehicles Machinery Total
619 43 - 662
(60) (8) - (68)
560 35 - 595

The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 4,8% for the Group and the Company.

29 Lease liabilities

31/12/2018
23.640
23.640
20.340
3.300
-
-
-
-
30/09/2019
602
602
520
82
31/12/2018
-
-
- 602 -
- -
30/9/2019 31/12/2018
-
23.640
30/9/2019
3.300
11.640
8.700
23.640
31/12/2018
-
-
-
-
82
342
178
602

(Amounts presented in thousand Euro except otherwise stated)

30 Business Combination

The Company in 2019 acquired the 100% of the share capital of the company "Energiaki Markopoulou 2 S.A.", through its indirect subsidiary company "Wind Sieben S.A." (note 11). The resulting temporary goodwill of the above acquisitions was determined based on the book value of the acquired entities and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiary:

Purchase consideration :

(Amounts in thousand euro)

Energiaki
Markopoulou 2 S.A.
- Cash paid
- Direct costs related to the acquisition
1.183
0
Total purchase consideration 1.183
Assets Accounting value
Non-current assets 560
Short-term receivables 60
Cash and cash equivalents 409
Total assets 1.029
Liabilities
Long-term liabilities 347
Short-term liabilities 73
Total liabilities 420
Net assets 610
Percentage (%) acquired 100%
Net assets acquired 610
Consideration paid in cash
Assets acquired
1.183
610
Temporary goodwill 573
Consideration paid in cash 1.183
Cash of subsidiary on acquisition date 409
Net cash out flow 774

The Company in 2019 acquired the 100% of the share capital of the company "Kinigos S.A.", through its indirect subsidiary company "Quest Pilou S.A." (note 11). The resulting temporary goodwill of the above acquisitions was determined based on the book value of the acquired entities and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiary:

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Kinigos S.A.
- Cash paid 21.262
- Direct costs related to the acquisition 0
Total purchase consideration 21.262
Accounting value
Assets
Non-current assets 13.160
Short-term receivables 1.903
Cash and cash equivalents 2.474
Total assets 17.538
Liabilities
Long-term liabilities 5.958
Short-term liabilities 2.521
Total liabilities 8.479
Net assets 9.059
Percentage (%) acquired 100%
Net assets acquired 9.059
Consideration paid in cash 21.262
Assets acquired 9.059
Temporary goodwill 12.203
Consideration paid in cash 21.262
Cash of subsidiary on acquisition date 2.474
Net cash out flow 18.788

Previous year

On November 19th, 2018, the wholly owned subsidiary of the Company under the name "Quest Energiaki Ktimatiki SA" proceeded to the acquisition of the following seven photovoltaic power stations of 1MW each, located in the Industrial Area of Northern Greece. The acquisition price for all project operators (7MW) was €4,320 thousand.

  • BETA SUNENERGIA KARVALI S.A.
  • FOS ENERGIA KAVALAS S.A.
  • NUOVO KAVALA PHOTOPOWER S.A.
  • ENERGIA FOTOS VITA XANTHIS S.A.
  • PETROX SOLAR POWER S.A.
  • PHOTOPOWER EVMIRIO BETA S.A.
  • MYLOPOTAMOS FOS 2 S.A.

The resulting temporary goodwill of the above acquisitions was determined based on the book value of the acquired entities and is temporary. The determination of the fair value of their assets, liabilities and contingent liabilities, the Purchase Price Allocation (PPA) and the finalization of the resulting goodwill will be completed within 12 months from the acquisition in accordance with IFRS 3 - Business Combinations. Below is the calculation of the temporary acquisition goodwill of the above subsidiaries:

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

Purchase consideration : (Amounts in thousand euro)

BETA
SUNENERGIA
KARVALI S.A.
Fos Energia Kavalas
S.A.
NUOVO KAVALA
PHOTOPOWER
S.A.
Energia fotos beta
Xanthis S.A.
- Cash paid 832 600 612 451
- Direct costs related to the acquisition 0 0 0 0
Total purchase consideration 832 600 612 451
Accounting value
Assets
Non-current assets 1.659 1.637 1.598 1.633
Short-term receivables 167 164 159 152
Cash and cash equivalents 127 76 93 65
Total assets 1.953 1.877 1.850 1.850
Liabilities
Long-term liabilities 1.458 1.481 1.484 1.497
Short-term liabilities 388 445 400 474
Total liabilities 1.846 1.926 1.884 1.971
Net assets 107 -49 -34 -121
Percentage (%) acquired 100% 100% 100% 100%
Net assets acquired 107 -49 -34 -121
Consideration paid in cash 832 600 612 451
Assets acquired 107 -49 -34 -121
Temporary goodwill 725 649 646 572
Consideration paid in cash 832 600 612 451
Cash of subsidiary on acquisition date 127 76 93 65
Net cash out flow 705 524 519 386

for the period ended 30 September 2019

(Amounts presented in thousand Euro except otherwise stated)

PETROX SOLAR
POWER S.A.
PHOTOPOWER
EVMIRIO BETA
S.A.
Mylopotamos fos 2
S.A.
Total
- Cash paid 601 584 640 4.320
- Direct costs related to the acquisition 0 0 0 0
Total purchase consideration 601 584 640 4.320
Accounting value
Assets
Non-current assets 1.609 1.621 1.644 11.401
Short-term receivables 156 150 227 1.175
Cash and cash equivalents 102 92 94 649
Total assets 1.867 1.863 1.965 13.225
Liabilities
Long-term liabilities 1.490 1.495 1.506 10.411
Short-term liabilities 418 441 351 2.917
Total liabilities 1.908 1.936 1.857 13.328
Net assets -41 -73 108 -103
Percentage (%) acquired 100% 100% 100% 700%
Net assets acquired -41 -73 108 -103
Consideration paid in cash 601 584 640 4.320
Assets acquired -41 -73 107 -104
Temporary goodwill 642 657 533 4.424
Consideration paid in cash 601 584 640 4.320
Cash of subsidiary on acquisition date 102 92 94 649
Net cash out flow 499 492 546 3.671

31 Events after the balance sheet date of issuance

The Extraordinary General Meeting of Shareholders of 15.10.2019 decided to increase the share capital of the Company by the amount of euro 2,859,271.68, by increasing the nominal value of each share by € 0.08 (from € 0.10 to € 0.18) and by capitalising a part of the excess mandatory reserve, and at the same time to reduce the Company's share capital by the amount of euro 5,003,725.44, by reducing the nominal value of each share by € 0.14 (from € 0.18 to € 0.04), aiming at a Return of Capital in cash to the shareholders, in the amount of euro 5,003,725.44, namely € 0.14 per share.

Following the aforementioned increase and decrease, the share capital shall amount to euro 1,429,635.84 and is divided into 35,740,896 dematerialised ordinary shares with a nominal value of € 0.04 EUR.

Decision no. 116052/12.11.2019 by the Ministry of Development and Investment, approving the amendment of Article 5 of the Company's Articles of Association, was registered on 12.11.2019 with the General Electronic Commercial Registry (GECR) under Registration Code No. 1969022.

The Athens Stock Exchange Corporate Actions Committee was informed during its meeting on 21.11.2019 of the increase and decrease of the nominal value of the Company's shares and the Return of Capital in cash to the Company's shareholders in the amount of € 0.14 per share.

Following the above, on 25.11.2019 the Company's shares were traded on the Athens Stock Exchange at their new nominal value of € 0.04 per share, without the right to participate in the Return of Capital in cash to the shareholders, in the amount of € 0.14 per share. As of the same date, the starting price of the Company's shares on the Athens Stock Exchange was settled pursuant to the Athens Stock Exchange Regulation in conjunction with the Athens Stock Exchange BoD Decision no. 26, as currently in force.

(Amounts presented in thousand Euro except otherwise stated)

Beneficiaries of the Return of Capital were the shareholders who were registered with the Dematerialised Securities System on 26.11.2019.

The Return of Capital payment will be done on 29.11.2019 through ALPHA BANK.

Τhere are no other significant events that could have a material impact on the Group's and Company's financial statements that have occurred since the date of issue of these financial statements.

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