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The Mall of Cyprus (MC) Plc

Quarterly Report Sep 29, 2021

2531_ir_2021-09-29_42f82ade-7751-4bec-a07a-54554149e657.pdf

Quarterly Report

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UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2021 TO 30 JUNE 2021

UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

CONTENTS

PAGE

Board of Directors and other officers
Management Report 2-4
Declaration of the members of the Board of Directors and the Company officials
responsible for the preparation of the financial statements
ട്
Condensed interim statement of comprehensive income රි
Condensed interim statement of financial position 7
Condensed interim statement of changes in equity 8
Condensed interim statement of cash flows
Notes to the condensed interim financial statements 10 - 26

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors: Martin Olivier
George Mouskides
Takis Christodoulou
John George Mavrokordatos
Company Secretary: Montrago Services Limited
Legal Advisers: Tassos Papadopoulos & Associates LLC
Panayiotis Demetriou & Associates LLC
Elias Neocleous & Co LLC
loannides Demetriou LLC
Nicos M. Elia LLC
Registered office: 3 Verginas Street
The Mall of Cyprus
Strovolos
2025, Nicosia
Cyprus
Bankers: Bank of Cyprus Public Company Ltd
Eurobank Cyprus Ltd
Registration number: HE 3941

1

MANAGEMENT REPORT

The Board of Directors of The Mall of Cyprus (MC) Plc (the "Company") presents its Management Report together with the unaudited condensed interim financial statements of the period from 1 January 2021 to 30 June 2021.

Principal activities and nature of operations of the Company

The principal activity of the Company, which is unchanged from the last period, is the leasing/granting of rights of use of space of its property, the Shacolas Emporium Park which includes a Shopping Mall, an IKEA store and other building developments for retail/commercial purposes.

Review of current position, and performance of the Company's business

The Company's revenue for the period from 1 January 2021 to 30 June 2021 was €7.460.600 compared to €6.655.472 for the corresponding period ended 30 June 2020. The operating profit of the Company for the period ended 30 June 2021 was €5,729,889 (operating loss for the period ended 30 June 2020: €9.078,550).

The profit after tax of the Company for the period ended 30 June 2021 amounted to €4.386.230 (2020: Ioss €9.983.200).

On 30 June 2021 the total assets of the Company were €210.480.017 (2020: €210.629.021) and the net assets of the Company were €94.089.908 (2020: €89.703.678). Under the circumstances, the Company's performance and position are considered satisfactory.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company are disclosed in note 1 of the financial statements.

Future developments of the Company

The Board of Directors does not expect any significant changes or developments in the operations, financial position and performance of the Company in the foreseeable future.

Existence of branches

The Company does not maintain any branches.

Use of financial instruments by the Company

The Company is primarily exposed to interest rate risk, liquidity risk and capital risk.

Risk management is carried out by Management and approved by the Board of Directors. Management identifies and, evaluates financial risks in close co-operation with the Company's operating units. The Board provides written principles and / or oral for overall risk management, as well as written and / or oral policies covering specific areas, such as interest rate risk, credit risk, and investment of excess liquidity.

Interest rate risk

The Company's interest rate risk arises from long-term borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings at fixed rates expose the Company to fair value interest rate risk. All borrowings as at 30 June 2021 are at variable rates.

As at 30 June 2021, the Company's liabilities which bore variable interest rates amounted to €92,036,552 of bank loans (€100.000 due to parent is interest free). The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly. The Company does not apply hedge accounting for cash flow interest rate risk.

Credit risk

Credit risk arises from cash equivalents, deposits with banks and financial institutions, contractual cashflows of debt instruments carried at amortised cost, as well as credit exposures to tenants, including outstanding receivables and committed transactions.

MANAGEMENT REPORT

Credit risk is managed on a group basis. For banks and financial institutions, only those that are highly rated by the Board of Directors are accepted as counterparties. If lessees / users are independently rated, these ratings are used. Otherwise, if there is no independent rating, management assesses the credit quality of the lessees / users, taking Into account its financial position, past experience and other factors. Individual credit terms are set based on the credit quality of the lessee / user in accordance with limits set by the Board. The utilisation of credit limits is regularly monitored. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. Sales to lessees / users are settled in cash or using major credit cards.Individual credit timits and credit terms are set based on the credit quality of the customer in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored. Sales to retail customers are settled in cash or using major credit cards.

As at 30 June 2021 the Company's credit risk arises from trade and other receivables after expected credit losses, amounting to €2.690.251 and balances amounting to €7.853.136 (excluding petty cash).

Liquiditv risk

Management monitors the current liquidity position of the Company based on expected cash flows and expected revenue receipts. On a long-term basis, liquidity risk is defined based on the expected future cash flows at the time of entering into new credit facilities or loans and based on budgeted forecasts. Management believes that it is successful in managing the Company's liquidity risk.

Canital risk management

The Company's objectives in managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings minus cash equivalents. Total capital is calculated as "equity" as shown in the statement of financial position plus net debt. As at 30 June 2021 the Company's net debt amounted to €84.283.116 (31 December 2020: €87.419.876) and total equity of €94.089.908 (31 December 2020: €89.703.678) leading to a gearing ratio of 47,25% (2020: 49,35%),

Results

The Company's results for the period are set out on page 6.

Dividends

The Board of Directors does not recomment of a dividend and the net profit for the period is retained.

Share capital

There were no changes in the share capital of the Company during the period under review.

Operating environment of the Company and going concern assessment

With the recent and rapid development of the Coronavirus disease (COVID-19) pandemic the world economy entered a period of unprecedented health care crisis that has caused considerable global disruption in business activities and everyday life. The Cypriot economy, while showing steady growth between 2015-2019 experienced recessionary pressures during 2020, as the emergence of the implementation of extraordinary measures for its containment, such as high public spending, leading to a heightened fiscal deficit for the State. The 2021 recovery is expected to be only partial and will most likely not be sufficient to reinstate the country to pre-COVID-19 conditions. Restrictive measures to tackle the pandemic, the resulting loss of income and employment despite government support measures, also have a negative impact on the consumer spending. The operating environment has a significant impact on the Company's operation. Management is taking necessary measures to ensure sustainability of the Company's operations. However, the future effects of the current economic situation are difficult to predict and management's current expectations and estimates could differ from actual results, particularly due to the recent outbreak and rapid development of COVID-19. Further details are presented in Note 1.

Board of Directors

The members of the Company's Board of Directors as at 30 June 2021 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the period from 1 January 2021 to 30 June 2021.

MANAGEMENT REPORT

Main shareholders and related party transactions

30 June 2021
Percentage of shareholding
27 September 2021
Percentage of shareholding
0/0 0/0
Direct shareholder:
Atterbury Cyprus Limited 99,67 99.67
Indirect shareholders (through
their indirect holdings in Atterbury
Cyprus Limited):
RMB Property Holdco 2 (Pty) Ltd
(South Africa)
36,43 36,43
Business Venture Investments No
1360 (Pty) Ltd (South Africa)
24,30 24,30
Brightbridge Real Estate Ltd 36.43 36,43

Events after the reporting period

Any significant events that occurred after the end of the reporting period are decribed in note 27 to the financial statements.

By order of the Board of Directors,

Ville

Montrago Services Limited Secretary

Nicosia, 27 September 2021

"ONTRAGO SERVICES LIMITED

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

In accordance with Article 10 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (I)/2007) ("the Law") we, the members of the Board of Directors and the Company official responsible for the financial statements of the Mall of Cyprus (MC) Plc (the "Company") for the period ended 30 June 2021, on the basis of our knowledge, declare that:

(a) The financial statements of the Company which are presented on pages 6 to 26:

(i) have been prepared In accordance with the applicable International Financial Reporting Standards as adopted by the European Unlon and the provisions of Article 10, section (4) of the law, and

(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company included in the financial statements as a whole and

b) The Management Report provides a fair view of the developments and the performance as well as the financial position of the Company as a whole, together with a description of the main risks and uncertaintles which it faces,

Members of the Board of Directors:

Martin Olivier - Director

George Mouskides - Director

Takis Christodoulou - Director

John George Mavrokordatos - Director

Responsible for the preparation of the financial statements

Antonia Constantinou (Financial Controller)

Nicosia, 27 September 2021

CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME For the period from 1 January 2021 to 30 June 2021

Note Six months
June 2021
Six months
ended 30 ended 30 June
2020
Rights for use of space and other revenue
Other income
Fair value loss on investment property
Impairment reversal / (charge) on trade receivables
Administration and other operating expenses
5
6
7
15
8
7-460.600
464.705
(1.152.746)
1.349.604
(2.392.274)
6.655.472
91.734
(12.273.566)
(789.590)
(2.762.600)
Operating profit/(loss) 5.729.889 (9.078.550)
Finance income
Finance costs
Gains on modification of financial liabilities
9
9
9.024
(1.388.042)
5.219
(2.198.813)
233.761
Profit/(loss) before tax 4.350.871 (11.038.383)
Income tax credit
Profit/(loss) for the period
10 35.359
4.386.230
1.055.183
(9.983.200)
Other comprehensive income
Total comprehensive income/(loss) for the period 4.386.230 (9.983.200)
Earnings/(Loss) per share attributable to the equity holders (cent) 11 4.39 (0.10)

CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2021

ASSETS Note 31 December
30 June 2021 2020 (audited)
e
Non-current assets
Properly and equipment
Investment properties
Prepayments and other assets
12
13
16
381.796
196.387.254
1.427.460
198.196.510
418.684
197.540.000
730.307
198.688.991
Current assets
Trade and other receivables
Loans receivable
Prepayments and other assets
Refundable taxes
Cash at bank and in hand
15
14
16
23
17
2.690.251
531.482
1.067.348
140.990
7.853.436
12.283.507
2.387.183
372.458
918.616
140.990
8.120.783
11.940.030
TOTAL ASSETS 210.480.017 210.629.021
EQUITY AND LIABILITIES
Equity
Share capital
Retained earnings
Total equity
18 50.000.000
44.089.908
94.089.908
50.000.000
39.703.678
89.703.678
Non-current liabilities
Borrowings
Trade and other payables
Deferred tax liabilities
19
22
20
82.257.783
3.140.996
18.310.231
103.709.010
89.161.195
2.008.133
18.354.879
109.524.207
Current liabilities
Trade and other payables
Borrowings
Provisions for other liabilities and charges
22
19
21
2.775.690
9.878.769
26.640
12.681.099
2.392.432
6.379.464
2.629.240
11.401.136
Total liabilities 116.390.109 120.925.343
TOTAL EQUITY AND LIABILITIES 210.480.017 210,629.021

On 27 September 2021 the Board of Directors of The Mall of Cyprus (MC) Pic authorised these financial statements for issue.

....

John George Mavrokordatos Director

....................... .................. George Mouskides/ Director |

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY For the period from 1 January 2021 to 30 June 2021

Share
capital
Retained
earnings
Total
Balance at 1 January 2020 50.000.000 43.306.499 93.306.499
Comprehensive income
Net loss for the period
(9.983.200) (9.983.200)
Balance at 30 June 2020 50.000.000 33.323.299 83.323.299
Balance at 30 June 2020/ 1 January 2021
Net profit for the period
50.000.000 39.703.678
4.386.230
89.703.678
4.386.230
Balance at 30 June 2021 50.000.000 44.089.908 94.089.908

Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at the rate of 17% will be payable on such deemed dividend to the extent that the ounthbutter for deemed dividend distribution purposes at the end of the period of two years from the end of the year of assessment to which the profits refer, are Cyprus tax residents and domiciled. From 1 March 2019, the your or accounter to a 1,70% contribution to the General Healthcare System, increased to 2,65% from 1 March 2020, with the exception of April 2020 until June 2020 when the 1,70% rate was applicable. The amount of deemed distribution is reduced by any actual dividends paid out of the relevant year at any time. This special contribution for defence is payable by the Company for the shareholders.

CONDENSED INTERIM STATEMENT OF CASH FLOWS For the period from 1 January 2021 to 30 June 2021

Six months
ended 30 June ended 30 June
2021
Six months
2020
Note
CASH FLOWS FROM OPERATING ACTIVITIES 4.350.871 (11.038.383)
Profit/(loss) before tax
Adjustments for:
Depreciation of property and equipment 12 46.140 42.417
Fair value losses on investment property 13 1.152.746 12.273.566
(Reversal)/charge for impairment on trade and other receivables 15 (1.349.604) 789.590
Movement in provisions for other liabilities 21 (102.600) 904.428
Interest income ರಿ (9.024) (5.219)
Interest expense and adjustments on modification of financial liabilities ರಿ 1.388.042 2.198.813
5.476.571 5.165.212
Changes in working capital:
Changes in working capital (692.311) (1.447.615)
Cash generated from operations 4.784.260 3.717.597
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of property, plant and equipment 12 (9.252)
Loans granted (250.000)
Loans repayments received 100.000 (27.717)
Purchases of property and equipment (33.017)
Additions to investment property
Net cash used in investing activities (159.252) (60.734)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowings (3.156.147) (1.377.884)
Repayment of loans from related companies (3.000.000)
Interest paid (including capitalised interest paid) (1.733.238) (980.249)
Defence tax paid on deemed distribution (2.970) (2.804)
Net cash used in financing activities (4.892.355) (5.360.937)
Net decrease in cash and cash equivalents (267.347) (1.704.074)
Cash and cash equivalents at beginning of the period 8.120.783 13.103.550
Cash and cash equivalents at end of the period 17 7.853.436 11.399.476

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

1. Incorporation and principal activities

General

The unaudited condensed interim financial statements consist of the financial statements of The Mall of Cyprus (MC) Plc. The condensed interim financial statements should be read in conjunction with the audited financial statements for the year ended 31 December 2020.

Unaudited financial statements

The financial statements for the six months ended on 30 June 2021, have not been auditors of the Company.

Operating Environment of the Company and going concern assessment

The operating environment of the Company is susceptible to events caused by COVID-19. During the 6-month period ended 30 June 2021, there had been short-duration lockdowns which affected the operations of the Mall of Cyprus at different time periods.

The impacts of COVID-19 are reflected in the recognition and measurement of the assets and liabilities in the financial statements as at 31 December 2020. The Company's management has made an overall assessment of the financial reporting impact of the above events, but in particular:

  • whether any impairment allowances are deemed necessary for the Company's financial assets, lease (1) receivables and financial guarantee contracts, by considering the economic situation and outlook at the end of the reporting period.
  • the inputs and metrics applied in measuring the fair value of the Company's most significant asset, i.e. its (2) investment property

The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty though, due to the pace at which the outbreak expands and the high level of uncertainties arising from the inability to reliably predict the outcome. Management's current expectations and estimates could differ from actual results.

Management is of the opinion that the Company's going concern status and outlook is not compromised. Principal factors in support of this conclusion include, but are not limited to:

  • · the successful deliberations with financial institutions in obtaining, during 2020, a period of debt repayment postponement and in addition, an extension of final debt settlement
  • · the implementation of an all-round plan of managing relationships with tenants (involving a concession scheme and special credit granting arrangements)
  • containment of operational costs

The potential scenarios which could lead to the Company not being a going concern, along with Management's evaluation, are considered to be:

  • Not having sufficient cash to meet liabilities as they fall due or meet financing obligations.

With respect to this scenario, the Company maintains a positive cash and net working capital position (excluding short-term loan obligations to related entities) and based on its cashflow forecasts extended to year 2022 such are expected to remain. In the event however of any temporary shortfall, Group financial support may be available by delaying/deferring settlements of amounts due to other Atterbury group companies, for easing cash flow pressures.

  • A non-remedied breach of the financial covenants within the Company's bank facilities

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

These covenants are applicable to the Company, its fellow subsidiary the Mall of Engomi (ME) Plc and the parent entity Atterbury Cyprus Limited, and are as follows:

  • · Debt Service Cover Ratio: no less than or equal to 1.1 times
  • · Debt to Equity Ratio: shall not exceed 1.4 times
  • Loan to Value Ratio: shall not exceed 60%

The Company is currently in full compliance with such covenants and expects to remain so. The Company also r no other is carrently in the concerning the Company's cross guarantee position in favour of its fellow subsidiary, as the latter's position and performance is expected to be sufficient to avoid any unfavourable developments that may burden the entity. Based on the Company's assessment, the main covenants are the debt service cover ratio and the loan to value ratio requirements. Based on the forecasts by Management, there is significant headroom before being at risk of any such breach.

  • Interruption of operations and worsening of the financial position of customers

Management acknowledges the possibility that tenants, who have already suffered financial losses and reduced performance, may in future continue to face such risks. This is an issue that is being appropriately managed with continuous monitoring of the tenants' ongoing situation, and by considering options such as special repayment terms and temporary concessions.

2. Adoption of new or revised standards and interpretations

During the current period the Company adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2021. This adoption did not have a material effect on the accounting policies of the Company.

3. Significant accounting policies

The principal accounting policies applied in the preparation of these condensed interim financial statements are consistent to those used in the audited financial statements for the period ended 31 December 2020, unless otherwise stated in relation to the application of the new IFRSs as from 1 January 2021.

The condensed interim financial statements of the Company have been prepared in accordance with th International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), including International Accounting Standards (IAS) 34 "Interim Financial Reporting" and the requirements of the Cyprus Companies Law, Cap. 113 and the Cyprus Stock Exchange Laws and Regulations.

4, New accounting pronouncements

Standards issued but not yet effective

Up to the date of approval of the financial statements, certain new standards, interpretations and amendments to existing standards have been published that are not yet effective for the current reporting period and which the Company has not early adopted, as follows:

(i) Issued by the IASB and adopted by the European Union

Amendments

Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; Annual Improvements 2018-2020 (All issued 14 May 2020) (effective for annual periods beginning on or after 1 January 2022).

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

4. New accounting pronouncements (continued)

(ii) Issued by the IASB but not yet adopted by the European Union

Amendments

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent (issued on 23 January 2020 and 15 July 2020 respectively) (effective for annual periods beginning on or after 1 January 2023).
  • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (issued on 12 February 2021) (effective for annual periods beginning on or after 1 January 2023).
  • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (issued on 12 February 2021) (effective for annual periods beginning on or after 1 January 2023).
  • Amendments to IAS 12 "Income Taxes": Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on 7 May 2021) (effective for annual periods beginning on or after 1 January 2023).
  • Amendments to IFRS 16 Leases Covid 19-Related Rent Concessions beyond 30 June 2021 (issued on 31 March 2021) (effective for annual periods beginning on or after 1 April 2021).
  • Amendments to IFRS 17 "Insurance Contracts" (effective for annual periods beginning on or after 1 January 2023).

The above are expected to have no significant impact on the Company's financial statements when they become effective.

5. Rights for use of space and other revenue

Six months
June 2021
Six months
ended 30 ended 30 June
2020
Rights for use of space - Minimum licence fees 5.960.105 6.116.319
Rights for use of space - Additional licence fees 98.285
49.470
23.757
64.141
Lease income from advertising space
Lease related income from tenant contributions
100.552 110.111
Lease related expenses from relocation incentives granted (128.734) (128.734)
Lease related expenses from discounts granted (559,828) (1.283.744)
Lease income from land lease 337.037 354.716
Total lease income 5.856.887 5.256.566
Revenue from service charge, utilities and other recoveries 1.603.713 1.398.906
Total revenue from contracts with tenants 7.460.600 6.655.472

Income from "Rights of use of space" relates to tenancy agreements that were in effect during the period to 30 June 2021. Income that is derived based on the financial performance of tenants is separately presented under "Additional licence fees" and is determined as a percentage of the tenants' revenue; as stipulated in their license/lease agreements.

"Lease related income from tenant contributions" refers to the amortised portion of capital expenditure incurred by the Company on behalf of, and billed to certain tenants, in transforming/enhancing the space occupied in the Mall of Cyprus with individualised features and improvements. The capital improvement is released/amortised to profit or loss over the lease terms of the applicable tenants, arriving at reported income.

"Relocation incentives" refer to incentives the Company has granted to tenants, as a result of the recent expansion project in the Mall of Cyprus. The incentives are released/amortised to profit or loss over the lease terms of the applicable tenants, arriving at reported revenue (essentially treated as "discounts"). Income from the leasing of land relates solely to the rental income earned by the Company from IKEA for the period.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

5. Rights for use of space and other revenue (continued)

Lease related expenses from "Discounts granted" relate to the discounts given to tenants by the Company. The Lease Telated Cxpciroso from " Bloodane granted on the "Strict" lockdown period in Cyprus when disounts were given as a roser of the tenants to have qualified for this discount it had to comply with air halls and round of word blood i on the mortised to profit or loss over the remaining lease term of tenants' contracts from the date the discount was given in accordance with IFRS 16 (i.e. treated as a lease modification). The unamortised amount is presented as a lease receivable in the financial statements.

6. Other income

Six months
ended 30 June ended 30 June
Six months
2021 2020
Other lease related income 23.185
Government subsidies (Covid-19) 300.000
Release of provision of other liabilities (note 21) 102.600
Promotional and other income 62.105 68.549
464.705 91 734

7. Fair value loss on investment property

Six months Six months
ended 30 June ended 30 June
2021 2020
Revaluation loss (Note 13) (1.152.746) (12.273.566)
(1.152.746) (12.273.566)

8. Administration and other operating expenses

Six months Six months
ended 30 June ended 30 June
2021 2020
Common expenses 204-482 191.943
Insurance 1.007 1.552
Auditor's remuneration 13.500 13.250
Directors' fees 1.250 1.250
Other professional fees 490.088 189.960
Write off of receivables 8.207 10.690
Other expenses 19.402 6.561
Provision for arbitration award penalty interest 790.557
Provision for arbitration fees 113.871
Bank charges 4.485 1.643
Property management, maintenance and utility costs 1.603.713 1.398.906
Depreciation 46.140 42.417
2.392.274 2.762.600

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

9. Finance income

Six months
ended 30 June ended 30 June
2021
Six months
2020
Finance income
Bank interest
9.024 5.219
9.024 5.219
Interest expense
Bank borrowings
(1,388.042) (2.198.813)
(1.388.042) (2.198.813)
Net finance costs (1.379.018) (2.193.594)

10. Income tax credit/(charge)

Six months
ended 30 June ended 30 June
Six months
2021
2020

(212.582)
Corporation tax
Defence contribution
(9.289)
44.648
(7.981)
1.275.746
Deferred tax - credit (Note 20)
Credit for the period
35.359 1.055.183

The Company is subject to corporation tax on taxable profits at the rate of 12,5%. In addition, 75% of the gross rents receivable are subject to defence contribution at the rate of 3%.

Under certain conditions interest income may be subject to defence contribution at from shood may be which to Under certain conditions interest morne may be beloweds received from abroad may be subject to defence contribution at the rate of 17%.

11. Earnings/(loss) per share attributable to equity holders

Six months
ended 30 June ended 30 June
2021
Six months
2020
Profit/(loss) attributable to shareholders (€) 4.386.230 (9.983.200)
Weighted average number of ordinary shares in issue during the period 100.000.000 100,000.000
Earnings/(loss) per share attributable to equity holders (cent) 4.39 (0.10)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

12. Property and equipment

Artworks Leasehold
property
improvements
Plant and
machinery
Signs fixtures and hardware
office
equipment
Furniture, Computer Total
Cost
Balance at 1 January
2020
Additions
140.490 58.500 1.286.735
59.364
414.458 642.482
7.091
149.832
5.819
2.692.497
72.274
Balance at 31
December 2020/ 1
January 2021
Additions
140.490 58.500 1.346.099
3.331
414.458 649.573
5.921
155.651 2.764.771
9.252
Balance at 30 June
2021
140.490 58.500 1.349.430 414,458 655.494 155.651 2.774.023
Depreciation
Balance at 1 January
2020
Charge for the period
58.500 1.192.367
32.873
347.670
13.016
583.548
3.910
36.154 78.049 2.260.134
85.953
Balance at 31
December 2020/ 1
January 2021
58.500 1.225.240 360.686
5.646
587.458
4.239
114.203
18.317
2.346.087
46.140
Charge for the period 17.938
Balance at 30 June
2021
58.500 1.243.178 366.332 591.697 132.520 2.392.227
Net book amount
Balance at 30 June
2021
140.490 106.252 48.126 63.797 23.131 381.796
Balance at 31
December 2020
140.490 120.859 53.772 62.115 41.448 418.684

13. Investment properties

31 December
30 June 2021 2020
Balance at 1 January 197.540.000 206.370.000
Additions 99.502
Adjustment to cost due to outcome of the legal case 150.549
Fair value adjustment (external valuation) (8.170.051)
197.540.000 198.450.000
Movement in adjustment for financial reporting purposes for lease incentives (1.152.746) (910.000)
Balance at 30 June/ 31 December 196.387.254 197.540.000

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

13. Investment properties (continued)

The investment properties are valued annually at fair value, comprising open market value based on valuations by The invocation professionally qualified valuer. Fair value is based on an active market process, adjusted if an moopendoni, proroconding qualifical of the specific asset. If the information is not nooooary, the Company uses alternative valuation methods such as recent prices or less active markets or discounted cash flow projections. These valuations are typically by independent valuers and reviewed and adopted by management. Changes in fair value are recorded in profit or loss and are included in "fair rowed and dosped by management property". The open market value is adjusted by Management for any significant impact of lease incentives (such as relocation incentives, conditional discounts to tenants qualifying as rent impact of leads moonlived (outh as "elebation with future benefits accruing to the Company in relation to tenant contributions to the value of investment property) in order to avoid double-counting in the Company's assets and liabilities.

The Company's investment property is measured at fair value. The Company holds one class of investment property The Company of Invociment proporty think includes a Shopping Mall, an IKEA store, Annex 3 and Annex 4.

Valuation processes of the Company

The Company's investment properties were most recently valued as at 31 December 2020, by independent and mo company of Invostment propaluations LLC, who possess a recognised relevant professional qualification and have recent experience in the locations and segments of the Investment properties valued. For all investment have Toon oxpendito in the housens and best use. The Company's finance department reviews the valuation performed by the independent valuers for financial reporting purposes. Discussions of valuation processes valuential by the more of the may creat, and the independent valuers at least once every year. At each financial year end the finance department:

  • · verifies all major inputs to the independent valuation report
  • · assesses property valuation movements when compared to the prior year valuation report; and
  • · holds discussions with the independent valuer

For the period ended 30 June 2021, Management has adjusted the latest valuation as of 31 December 2020, for the impact of unamortized lease incentives.

Bank borrowings are secured on the Company's investment property for €103.000.000 (31 December 2020: €103.000.000) (Note 19).

Fair value hierarchy

The following table analyses investment property carried at fair value, by valuation method. The different levels have been defined as follows:

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

The fair value measurement for all of the investment properties has a Level 3 fair value based on the inputs to the valuation technique used at 31 December 2020.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

13. Investment properties (continued)

Valuation technique and significant unobservable inputs

The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used, in the most recent external valuation:

Year end 31 December 2020:

Property Valuation Valuation technique Discount rate
0/0 Terminal
capitalisation
rate
ಳು
Revenue in year 1
Cyprus 197.540.000 Income approach - 4,25 - 9,75
Discounted
cash
flows with estimated
costs to complete
4.25 - 8.00 13.576.511

Valuation techniques underlying management's estimation of fair value

The valuation was determined using discounted cash flow projections based on significant unobservable inputs. These inputs include:

Future rental cash inflows Based on the actual location, type and quality of the properties and
supported by the terms of any existing lease, other contracts or external
evidence such as current market rents for similar properties;
Cash outflows of capital
nature, in connection
with the redevelopment
Reflecting the estimated costs to complete the property redevelopment
exercise;
Discount rates Reflecting current market assessments of the uncertainty in the amount and
timing of cash flows;
Estimated vacancy rates Based on current and expected future market conditions after expiry of any
current lease
Capitalisation rates Based on actual location, size and quality of the properties and taking into
account market data at the valuation date:

Sensitivity analysis has been presented for discount rates and vacancy rates, which rank as the most significant on an impact basis.

For land and buildings the valuation was determined using discounted cash flow projections, as subsequently r or financial for financial reporting purposes. Properties valued using the discounted take into account future rental values, vacant spaces and maintenance costs discounted to the present value using an astimated discount rate. These values are adjusted for differences in the market conditions such as demand and estimatou disount later Theos ta significant input into this valuation approach is license fees and discount rates. The external valuer applies as a cross check to the Income Capitalisation approach, rates. The Oxlomar value "apple" as a me of the properties is estimated and capitalised with the appropriate rate of return. Both the primary and the secondary methods yield similar outcomes.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

14. Loans receivable

31 December
30 June 2021
2020
Loans to parent 531.482 372.458
531.482 372.458
Less current portion (531.482) (372.458)
Non-current portion
The loans are repayable as follows:
2021 2020
Within one year 531.482 372.458
15. Trade and other receivables
31 December
30 June 2021
2020
Trade receivables 2.800.659 4.005.641
Other receivables 244.305 278.553
Less: credit loss on trade receivables (376.720) (1,928.627)
Trade and other receivables - net 2.668.244 2.355.567

Trade and other receivables - net Receivables from related companies (Note 24.3)

Movement in provision for impairment of receivables:

31 December
30 June 2021 2020
Balance at 1 January
lmpairment (reversal)/losses recognised on receivables
1.928.627 564.855
(1.349.604) 1.363.772
Write offs against gross trade receivables (202.303)
Balance at 30 June 376.720 1.928.627

22.007

2.690.251

31.616

2.387.183

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

16. Prepayments and other assets

31 December
30 June 2021 2020
Balance at 1 January 1.648.923 1.090.150
Additions 845.885 558.773
Balance at 30 June 2.494.808 1.648.923
Less non-current portion (1.427.460) (730.307
Current portion 1.067.348 918.616
31 December
30 June 2021 2020
Prepayments 184.737 379.682
Other assets - relocation incentives granted to tenants 395.489 412.151
Other assets - unamortised discounts granted to tenants 1.914.582 857.090
Balance at 30 June 2.494.808 1.648.923
l ess non-current nortion (1,427,460) (730.307

Less non-current portion Current portion

17. Cash at bank and in hand

Cash balances are analysed as follows:

30 June 2021 31 December
2020
Cash in current accounts and in hand
Notice accounts
7.224 177.655
7,846,212 7.943.128
7.853.436 8 8.120.783

1.067.348

918.616

Management considers the deposits to fully meet the definitions of "cash equivalents", based on the agreed terms Managanent considere the dopents the sole credit institution with which cash is held by the Company. Interest with Dank of bypractices accrues at the annual rate between 0% and 2,90%.

18. Share capital

2021
Number of
shares
2021
2020
Number of
shares
2020
Authorised
Ordinary shares of €0,50 each
171.000.000 85.500.000 171.000.000 85.500.000
Issued and fully paid
Balance at 1 January
100.000.000 50.000.000 100.000.000 50.000.000
Balance at 30 June 100-000-000 50.000.000 100.000.000 50.000.000

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

19. Borrowings

30 June 2021
31 December
2020
Current borrowings
Bank loans
Loan from parent company (Note 24.5)
9.778.769
100.000
6.379.464
9-878-769 6.379.464
Non-current borrowings
Bank loans
82.257.783 89.161.195
Total 92.136.552 95.540.659

(a) Bank loans

On 22 July 2019, as subsequently revised and amended on 27 July 2020, the Company together with its parent and its fellow subsidiary, entered into a new loan agreement with Bank of Cyprus Public Company Limited for the tts Tellow Subsidialy, entered This a now four agroundit the Group at that time. The agreement comprises four distinct facilities as shown in the table below:

Facility Commitment Interest rate
per initial
agreement
Interest rate per
amendment
agreement
Maturity
Facility A €20.000.000 3m Euribor + 4,00% 3m Euribor + 3,40% 15/06/2027
Facility B €90.000.000 3m Euribor + 3,71% 3m Euribor + 3,40% 16/10/2033
Facility C €18.900.000 3m Euribor + 3,65% 3m Euribor + 3,40% 15/05/2031
Ancillary Facility €3.000.000 3m Euribor + 4.20% 3m Euribor + 4.20% N/A

The ancillary facility represents the aggregated amount of overdrafts of the Company and its fellow subsidiary, amounting to €2.000.000 and €1.000.000 respectively.

On 10 October 2019, the Bank of Cyprus Public Company Limited syndicated a portion of Facility of a principal On 10 October 2010, the Bank of Oyprus I tal. as permitted by the agreement, on the same terms and conditions as set out in the facility agreement.

The bank has imposed the following covenants, in respect of the Group (defined as the Company, its parent and fellow subsidiary) on the agreement:

  • · Debt Service Cover Ratio: no less than or equal to 1.1 times
  • · Debt to Equity Ratio: shall not exceed 1.4 times
  • · Loan to Value Ratio: shall not exceed 60%

The bank loans are secured as follows:

  • a) Atterbury Cyprus Limited guaranteed the loans of the Company for the amount of €134.400.000.
  • b) The Mall of Engomi (ME) Plc guaranteed the loans of the Company for the amount of €134.400.000.
  • c) By floating charge of €86.000.000 on the assets of the Mall of Cyprus (MC) Plc.
  • d) By the assignment of €86.000.000 from the rights of use of space in the Shacolas Emporium Park.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

19. Borrowings (continued)

b) Loans due to parent company

The outstanding amount is interest free. The balance at period end, of €100.000, corresponds to the repayment - by the parent - of the payable in relation to the "Loizos" case (refer to note 22).

Maturity of non-current borrowings:

2021 2020
Between one to two years 20.757.538 6.600.428
Between two and five years
After five years
28.136.353 21.200.712
33.363.892 61.360.055
82.257.783 89.161.195

The weighted average effective interest rates at the reporting date were as follows:

2021 2020
% ് %
Bank loans 3,40% 3,63%

The carrying amount of borrowings approximate their fair value.

20. Deferred tax

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note 10). The applicable corporation tax rate in the case of tax losses is 12,5%.

Deferred tax liability

30 June 2021
31 December
2020
Balance at 1 January 18.354.879 18.705.794
Movement in profit or loss due to:
Fair value gains on investment property
Difference between depreciation and wear & tear allowances
Accelerated Tax benefit - discounts granted to tenants
(595.361)
418.526
132.187
(979.157)
521.107
107.135
Balance at 30 June 18.310.231 18.354.879

Deferred taxation liability arises as follows:

31 December
30 June 2021 2020
Accelerated tax depreciation
Fair value gains on investment property
Difference between depreciation and wear & tear allowances
239.323 107.135
10.904.861 11.500.222
7.166.047 6.747.522
18.310.231 18.354.879

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

20. Deferred tax (continued)

The Company recognises deferred tax attributed to the following:

• Differences between wear & tear allowances and depreciation: The Company recognises deferred tax liabilities at Dinormood botwoon wour a toar allerials assessed disposal value of eligible assets used in the business (property and equipment and buildings under investment property) and their tax written down values, taking into account the and oquipment and banants and would arise for income tax purposes. The applicable rate is 12.5%.

• Differences on revaluation of investment property: Land and Buildings classified as investment property, upon disposal would be taxed under the capital gains regime, at the rate of 20%.

21. Provisions for other liabilities and charges

Financial
guarantee
contracts
Legal claims
Total
Balance at 1 January 2020
Adjustment to cost of investment property (note 13)
1.500.000
150.549
1.500.000
150.549
Charged to profit or loss (note 8) 26.640 952.051 978.691
Balance at 31 December 2020/ 1 January 2021 26.640 2.602.600 2.629.240
Transfer to "trade and other payables"
Transfer to profit or loss as "other income"
(2.500.000)
(102.600)
(2.500.000)
(102.600)
Balance at 30 June 2021 26,640 26.640

Provision for legal claims at 31 December 2020, represented Management's best estimate of obligations that might arise from the crystallisation of claims, including legal actions made against it, by the primary constructor of the Mall and from the or Judillation of an arbitration ruling was issued, based on which the counterparty had been awarded E1.650.549 plus delayed payment interest, with the total amount burdening the Company as of the date of the decision, including interest (up to 31 December 2020) as well as associated arbitration fees, amounting to €2.602.600.

The former owner of the Company contractually indemnified Atterbury Cyprus Limited at the time of becoming a shareholder of the Company, of any losses that might crystalise in connection with the above deliberations.

During 2021, the Company entered into a settlement, which revised the final obligation to €2,5 million. During 2021, the Oompany ontered in profit or loss as "other income", with the remainder reclassified to trade and other payables.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

22. Trade and other payables

31 December
30 June 2021 2020
Trade payables 2.817.622 609.041
Retentions for construction work on investment property 83.432 164.839
Cash guarantee 150.390 124.470
VAT and other payables 502-539 831.842
Accruals 228.949 420.293
Deposits by tenants 1.864.653 1.870.871
Deferred income 247.325 357.433
Payables to other related parties (Note 24.4) 21.776 21.776
5.916.686 4.400.565
Less non-current payables (3.140.996) (2.008.133)
Current portion 2.775.690 2.392.432

"Deposits by tenants" relate to security deposits made by tenants upon the inception of their licensellease agreements. These security deposits will be refunded by the tenants upon the termination of their lease terms, if all set requirements are met. The Company accounts for these security deposits as a financial liability at amortised cost. Where some licensellease agreements do not stipulate any interest accruing to the tenants' security deposits, the Company applies a market related effective interest rate to account for the finance income and expense element, if evaluated as significant.

"Deferred income" relates to capital expenditure incurred by the Company on behalf of certain tenants, in transforming/enhancing the space occupied in the Mall of Cyprus with individualised features and improvements, and which have resulted in enhancements in the fair value of the investment property. For the Company to recognise any deferred income, enhancements should be contractually provisioned to remain within the Company's ownership. Hence the tenant not occupying any claims for any contributions made. Amounts recognised in profit or loss under "Revenue", are based on the duration of each individual corresponding licensellease contract (note 5).

"Retentions for construction works on investment property" concern amounts payable to the primary suppliers of construction services for the recent expansion project of the Mall of Cyprus, which are temporarily withheld on the basis of a predetermined period after conclusion of the works.

The fair values of trade and other payables (excluding accruals and deferred income) due within one yearapproximate to their carrying amounts as presented above.

Retentions for construction works on investment property concern amounts payable to the primary suppliers of construction services for the recent expansion project of the Mall of Cyprus, which are temporarily withheld on the basis of a predetermined period after conclusion of the works.

The fair values of trade and other payables (excluding accruals and deferred income) due within one year approximate to their carrying amounts as presented above.

23. Refundable taxes

31 December
30 June 2021 2020
Corporation tax (140.990) - (140,990)
(140.990) (140.990)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

24. Main shareholders and related party transactions

In accordance with IAS 24 "Related Party Disclosures", parties are considered to be related if one party has the ability to control the other party, is under common control, or exercise significant influence over the other party in making financial and operational decisions. Related Parties also include members of the Board and key members of the management. In considering each possible related party relation is directed to the substance of the relationship, not merely the legal form. Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms, conditions and amounts as transactions between unrelated parties.

The Company is controlled by Atterbury Cyprus Limited, incorporated in Cyprus, which owns 99,67% of the Company's shares at the reporting date and at the date of approval of these financial statements.

Atterbury Cyprus Limited is controlled by Atterbury Europe B.V., incorporated in Netherlands, which owns 97,50% of the former.

The main shareholders of the Company as at 30 June 2021 and 31 December 2020 are (i) Brightbridge Real Estate Limited (Cyprus) through its indirect 36,43% shareholding in Atterbury Cyprus Limited (the parent company), (i) RMB Holdings Limited (South Africa) through its indirect 36,43% shareholding in Atterbury Cyprus Limited and (iii) Business Venture Investments No 1360 (Pty) Ltd (South Africa) through its indirect 24,30% shareholding in Atterbury Cyprus Limited.

The following transactions were carried out with related parties.

24.1 Directors' remuneration

The remuneration of Directors was as follows:

Six months Six months
ended 30 June ended 30 June
2021 2020
Directors' fees 1.250 1.250
1.250 1.250

24.2 Purchases of services / finance charges

Six months Six months
ended 30 June ended 30 June
2021 2020
Name and relationship
Atterbury Cyprus Limited - parent entity 36.600 36.600
Other related entities 431.232 338.612
467.832 375 212

Management fees, commissions, and corporate service charges are recognised in "Administration and other operating expenses". An agreed portion of these fees is rechargeable to tenants as an agreed property management fee and classified under "service charges, common use expenses and property management fees".

24.3 Receivables from related parties (Note 15)

2021 2020
Name Nature of transactions
The Mall of Engomi (ME) Plc Current account 22.007 31.616
22.007 31.616

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

24. Main shareholders and related party transactions (continued)

24.4 Payables to related parties (Note 22)

2021 2020
Name and relationship Nature of transactions
Atterbury Cyprus Limited - parent entity Current account 21.776 21.776
21.776 21.776

The current account balances with related parties do not bear any interest and have no specified repayment terms.

24.5 Loans from related parties (Note 19)
2021 2020
Name and relationship
Atterbury Cyprus Limited - parent entity 100.000
100.000

The loan from the parent was provided interest free, and there was no specified repayment date.

24.6 Loans to related parties (Note 22)
2021 2020
Name and relationship
Atterbury Cyprus Limited - parent entity 531,482 372.458
531.482 372.458

During the period, the parent company made repayments of amount €100.000 to the Company and received additions of €250.000 from the Company in relation to the loan described in note 14. The loan was provided with an interest rate of 4,50%, and has no specified repayment date.

24.7 Guarantees

The following guarantees were provided to the Company and other related entities as security for its bank borrowings:

a)Atterbury Cyprus Limited guaranteed the loans of the amount of €134.400.000.

b)The Mall of Engomi (ME) Plc guaranteed the loans of the Company for the amount of €134.400.000

25. Contingent liabilities

The Company acts as a guarantor to the bank loan of fellow subsidiary The Mall of Engomi (ME) Plc for the amount of £23.200.000 and €15.600.000. It is not expected that any loss will result from such guarantees provided by the Company, since the property of the borrower is also pledged as security.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS For the period from 1 January 2021 to 30 June 2021

26. Commitments

License fee/Operating lease commitments - where the Company is the lessor

l icense fee

The Company's license fee/operating lease income is derived from Income from rights for use of space.

Rental income on land assets

The Company entered Into an agreement to lease out part of the land owned by it. The lessee constructed on this land a retail outlet (IKEA). The lease term signed is for a period of 14 years and 10 months. At the end of the lease period the lessee has the right to extend the lease term for another 14 years and 10 months and at the end of the first extension the lessee has the right for a second extension of 14 years and 10 months.

Operating leases, in which the Group is the lessor, relate to investment property owned by the Group with varying duration lease terms. Where applicable, operating lease contracts contain market review clauses in the event that the lessee is given an option to renew. Lessees do not have an option to purchase the property at the expiry of the lease period.

The Company is exposed to changes in the residual value of investment property at the end of current lease agreements. The residual value risk born by the Company is mitigated by active management of its property with the objective of optimising and improving tenant mix in order to:

  • achieve the longest weighted average lease term possible;
  • minimise vacancy rates across all properties; and

  • minimise the turnover of tenants of high credit rating and business prospects.

The Company also grants lease incentives to encourage key tenants to remain in the Mall for longer lease terms. In the case of anchor tenants, this also attracts other tenants to the property thereby contributing to overall occupancy levels. Lease agreements generally include a clause requiring the tenant to reinstate the leased space to its original state when the lease expires the tenant decides not to renew the lease agreement. This contributes to the maintenance of the property and allows for the space to be re-let on a timely basis, once a tenant has departed.

In addition, the Company has a regular capitalised expenditure plan thoroughly considered by the Asset Management function of the Atterbury Group, to keep properties in line with market standards and trends.

27. Events after the reporting period

There were no material events after the reporting period, which have a bearing on the financial statements.

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