Quarterly Report • Sep 29, 2021
Quarterly Report
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UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2021 TO 30 JUNE 2021
| Board of Directors and other officers | ー |
|---|---|
| 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 | ക |
| Notes to the condensed interim financial statements | 10 - 26 |
| 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
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.
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.
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.
The principal risks and uncertainties faced by the Company are disclosed in note 1 of the financial statements.
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.
The Company does not maintain any branches.
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.
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 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.
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).
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.
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%),
The Company's results for the period are set out on page 6.
The Board of Directors does not recomment of a dividend and the net profit for the period is retained.
There were no changes in the share capital of the Company during the period under review.
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.
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.
| 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 |
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
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

| Note | Six months June 2021 € |
Six months ended 30 ended 30 June 2020 ਵ |
|
|---|---|---|---|
| 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) |
| ASSETS | Note | ਵ | 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 |
| Share capital ਵ |
Retained earnings ਵ |
Total ਵ |
|
|---|---|---|---|
| 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.
| Six months ended 30 June ended 30 June 2021 ਵ |
Six months 2020 ਵ |
||
|---|---|---|---|
| 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 |
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.
The financial statements for the six months ended on 30 June 2021, have not been auditors of the Company.
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:
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 potential scenarios which could lead to the Company not being a going concern, along with Management's evaluation, are considered to be:
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.
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:
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.
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.
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.
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.
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:
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).
The above are expected to have no significant impact on the Company's financial statements when they become effective.
| Six months June 2021 ਵ |
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.
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.
| Six months ended 30 June ended 30 June |
Six months | |
|---|---|---|
| 2021 | 2020 | |
| ਵ | ਵ | |
| 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 |
| Six months | Six months | |
|---|---|---|
| ended 30 June ended 30 June | ||
| 2021 | 2020 | |
| 는 | ||
| Revaluation loss (Note 13) | (1.152.746) (12.273.566) | |
| (1.152.746) (12.273.566) |
| Six months | Six months | |
|---|---|---|
| ended 30 June ended 30 June | ||
| 2021 | 2020 | |
| ਵ | ਵ | |
| 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 |
| Six months ended 30 June ended 30 June 2021 ਵ |
Six months 2020 ਵ |
|
|---|---|---|
| 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) |
| Six months ended 30 June ended 30 June |
Six months | |
|---|---|---|
| 2021 ਵ |
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%.
| 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) |
| 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 |
| 31 December | ||
|---|---|---|
| 30 June 2021 | 2020 | |
| ਵ | ਵ | |
| 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 |
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.
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:
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).
The following table analyses investment property carried at fair value, by valuation method. The different levels have been defined as follows:
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.
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 ಕ |
|---|---|---|---|---|
| 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 |
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.
| 31 December | ||
|---|---|---|
| 30 June 2021 ਵ |
2020 ਵ |
|
| 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 ਵ |
|
| 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 | |
| ਵ | ||
| 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
| 31 December | ||
|---|---|---|
| 30 June 2021 | 2020 | |
| ਵ | € | |
| 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 | |
| ਵ | € | |
| 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
Cash balances are analysed as follows:
| 30 June 2021 | 31 December 2020 |
|
|---|---|---|
| Cash in current accounts and in hand Notice accounts |
ਵ | |
| 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%.
| 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 |
| 30 June 2021 ਵ |
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 |
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:
The bank loans are secured as follows:
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 | |
|---|---|---|
| ਵ | ||
| 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.
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%.
| 30 June 2021 ਵ |
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 |
ਵ | |
| 239.323 | 107.135 | |
| 10.904.861 | 11.500.222 | |
| 7.166.047 | 6.747.522 | |
| 18.310.231 | 18.354.879 |
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%.
| Financial guarantee contracts ਵ |
Legal claims ਵ |
Total ਵ |
|
|---|---|---|---|
| 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.
| 31 December | ||
|---|---|---|
| 30 June 2021 | 2020 | |
| ਵ | ਵ | |
| 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.
| 31 December | ||
|---|---|---|
| 30 June 2021 | 2020 | |
| ਵ | ||
| Corporation tax | (140.990) - | (140,990) |
| (140.990) | (140.990) |
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.
The remuneration of Directors was as follows:
| Six months | Six months | |
|---|---|---|
| ended 30 June ended 30 June | ||
| 2021 | 2020 | |
| ਵ | ||
| Directors' fees | 1.250 | 1.250 |
| 1.250 | 1.250 |
| Six months | Six months | |
|---|---|---|
| ended 30 June ended 30 June | ||
| 2021 | 2020 | |
| Name and relationship | ਵ | |
| 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".
| 2021 | 2020 | ||
|---|---|---|---|
| Name | Nature of transactions | ||
| The Mall of Engomi (ME) Plc | Current account | 22.007 | 31.616 |
| 22.007 | 31.616 |
| 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 | ਵ | |
| 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.
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
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.
l icense fee
The Company's license fee/operating lease income is derived from Income from rights for use of space.
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:
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.
There were no material events after the reporting period, which have a bearing on the financial statements.
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