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Company Registration Number: C 15836
MIDI p.l.c.
Annual Report and Consolidated
Financial Statements
31 December 2022
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
Pages
Directors’ report 1 - 11
Statement of compliance with the Principles of Good Corporate Governance12 - 26
Remuneration Report and Statement27 - 33
Statements of financial position34 - 35
Income statements36
Statements of comprehensive income37
Statements of changes in equity38 - 41
Statements of cash flows42
Notes to the Financial Statements43 - 97
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
1
Directors’ report
The Directors present their annual report and the audited Financial Statements for the year ended 31 December 2022.
Principal activity
The MIDI Group (the “Group”) comprises MIDI p.l.c. (“MIDI” or the “Company”) and three subsidiaries, Tigné Contracting Limited, T14 Investments Limited and Solutions & Infrastructure Services Limited. The Company also holds a 50% share in Mid Knight Holdings Limited through its subsidiary T14 Investments Limited.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
2
Directors’ report - continued
Review of the business - continued
Total assets have increased from €225.70 million as at 31 December 2021 to €231.85 million as at 31 December 2022 while the Net Asset Value has decreased from €102.39 million as at 31 December 2021 to €101.27 million as at 31 December 2022, as a consequence of the loss being registered in the financial year ending 31 December 2022. The Net Asset Value per share as at year end amounts to €0.473 compared to €0.478 as at 31 December 2021.
The Group’s financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (“MKH”), a jointly-controlled entity accounted for on the basis of the equity method of accounting. The Group’s share of MKH’s profits for 2022 amounted to €1.98 million which is marginally less than the €2.03 million registered in 2021. MKH’s profits are wholly generated from the rental operations of ‘The Centre’, an office block situated at Tigné Point.
The development of Manoel Island continues to play a prominent part in the Group’s activities. Discussions with Government are ongoing with regards to the specific remedies available in the Deed of Emphyteusis entered into on 15 June 2000 which will help to mitigate in part the impact of the reduction of development volumes resulting from the discovery of archaeological finds on the Manoel Island site. The discovery of these finds had necessitated a revision to its Manoel Island masterplan which resulted in a reduction of development volumes from 127,000sqm to 95,000sqm.
As previously announced, the Planning Authority (“PA”) has approved the Outline Permit for the revised Manoel Island Masterplan on 16 September 2021. This had followed the approval of the Environmental Impact Assessment (“EIA”) by the Environmental and Resources Authority (“ERA”). Although the Outline Permit is not itself subject to appeal, the decision by ERA to approve the EIA has been appealed by third parties. On the 10 January 2023, the Environment and Planning Review Tribunal (“EPRT”) rejected the appeal. The third party appealed the decision of the EPRT at the Court of Appeal following which all avenues of appeal would have been exhausted. Submissions to the Court of Appeal have now been made by all parties and a judgement is expected in May 2023.
Following the signing of a non-binding memorandum of understanding with AC Enterprises Limited (C49755) in December 2021 to explore the possibility of establishing a joint venture with regards to the Manoel Island development, the Company has continued with intensive negotiations and discussions with the party in question but as yet no transaction has been concluded.
In parallel to the ongoing separate discussions with Government and AC Enterprises Limited, the detailed design process has continued in earnest and the full development application for the Manoel Island development (PA/01053/23) was submitted to the PA in December 2022.
During the course of 2022, the Company commenced works on the aforementioned Q3 - Fortress Gardens residential development, which will be the final development at Tigné Point. This development consists of 63 apartments and underground parking as well as the landscaping, paving and embellishment of the Garden Battery and adjoining areas. Civil works have progressed swiftly and are ahead of the expected timelines. The Company has recently awarded contracts for the finishing works (including mechanical, electrical and plumbing (“MEP”)) as well as the façade works for this residential building.
In January 2023, the Company launched the Q3 - Fortress Gardens apartments to the market. The market’s response has been very positive and more than 60% of the launched apartments are currently either subject to a reservation agreement or to a promise of sale agreement. This augurs well for the future financial performance of the Group when, upon the delivery of these apartments, the Group will be in a position to register the profits made from these sales.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
3
Directors’ report - continued
Review of the business - continued
The Company is cognisant of the fact that the returns of its main projects i.e. that of the Q3 – Fortress Gardens residential development and the Manoel Island development, are not expected to accrue in the short term. In view of this, the Group continues to adopt a prudent approach in its projected cashflow assessments. Based on these assessments, the Group has sufficient liquidity and financial resources to meet all its obligations and expected outflows after considering arrangements with its bankers in respect of sanctioned bank facilities. Given the status of its projects as per above, the Board of Directors has decided to continue adopting a cautious approach and is not recommending to pay a dividend during 2023 in respect of the 2022 financial year.
Capital Markets Rule 5.64
Structure of Capital
The Company has an authorised share capital of ninety million euro (€90,000,000) divided into four hundred and fifty million (450,000,000) Ordinary shares having a nominal value of €0.20 each.
The Company’s issued share capital is forty-two million eight hundred and thirty-one thousand nine hundred eight four euro (€42,831,984) divided into two hundred and fourteen million one hundred fifty-nine thousand nine hundred and twenty-two (214,159,922) Ordinary shares of €0.20 each fully paid up and forming part of one class of Ordinary Shares.
Any increase in the issued share capital of the Company shall be decided upon by an Ordinary Resolution of the Company: provided that, notwithstanding the foregoing, the Company may by Ordinary Resolution authorise the Directors to issue shares up to the amount specified as the authorised share capital of the Company, which authorisation shall be for a maximum period of five years and is renewable for further periods of five years each.
Since there are currently no different classes of ordinary shares in the Company, all Ordinary Shares have the same rights, voting rights and entitlements in connection with any distribution whether of dividends or capital (on a winding up or otherwise). There are no shares in issue that have any preferred or deferred rights.
Every Ordinary Share carries the right to participate in any distribution of dividend declared by the Company pari passu with all other Ordinary Shares. Each Ordinary Share shall be entitled to one vote at meetings of Shareholders. Every Ordinary Share carries the right for the holders thereof to participate in any distribution of capital made whether on a winding up or otherwise, pari passu with all other Ordinary Shares. The Ordinary Shares are freely transferable and pursuant to admission to the Official List of the Malta Stock Exchange, the shares are transferable in accordance with the rules and regulations of the Malta Stock Exchange as applicable from time to time.
Subject to the provisions of the Companies Act (Chapter 386 of the Laws of Malta) (the “Companies Act”), the Company may purchase its own shares.
Appointment and Removal of Directors
Article 98 of the Company’s Memorandum and Articles of Association states that at each Annual General Meeting of the Company all the Directors shall retire from office. A Director retiring from office shall retain office until the dissolution of such Meeting and a retiring director shall be eligible for re-election or re-appointment.
The Directors of the Company shall be elected as provided in Article 102 of the Company’s Memorandum and Articles of Association that is a maximum of eight (8) directors shall be elected at each Annual General Meeting (or at an Extraordinary General Meeting convened for the purpose of electing directors). Voting shall take place on the basis that every member shall have one (1) vote in respect of each ordinary share held by him. A member may use all his votes in favour of one candidate or may split his votes in any manner he chooses amongst any two or more candidates. The Chairman of the Meeting shall declare elected those candidates who obtain the greater number of votes on that basis.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
4
Directors’ report - continued
Capital Markets Rule 5.64 - continued
Appointment and Removal of Directors - continued
The Directors of the Company may appoint two (2) additional directors to the Board of the Company without the requirement that the appointment of such director or directors be ratified by a members’ resolution taken at a General Meeting of the Company. A director so appointed by the Board of the Company shall hold office until the end of the Annual General Meeting following his appointment. The director so appointed may be withdrawn or replaced by the Board at any time.
Powers of Directors
The Directors are empowered to act on behalf of the Company and in this respect have the authority to enter into contracts, sue and be sued in representation of the Company. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not, by the Companies Act or by the Articles of Association, required to be exercised by the Company in General Meeting, subject, nevertheless, to the provisions of the Articles of Association and of the Companies Act and to such directions, being not inconsistent with any provisions of the Articles of Association and of the Companies Act, as may be given by the Company in General Meeting: provided that no direction given by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such direction had not been given. The general powers conferred upon the Directors by Article 87 of the Articles of Association shall not be deemed to be abridged or restricted by any specific power conferred upon the Directors by any other Article.
Subject to the provisions of the Articles of Association, the Board of Directors may exercise all the powers of the Company to borrow money and to hypothecate or charge its undertaking, property and uncalled capital or any part thereof, and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.
Voting Rights in respect of Ordinary Shares
As outlined previously, each ordinary share shall be entitled to one vote. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one (1) vote, and on a poll every member present in person or by proxy shall have one (1) vote for each share of which he is the holder.
On a poll votes may be given personally or by proxy and a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
No member shall be entitled, in respect of any share in the capital of the Company held by him, to be present or to vote on any question, either in person or by proxy, at any General Meeting, or upon any poll, or to be reckoned in a quorum, or to exercise any other right or privilege conferred by membership in relation to meetings of the Company if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
5
Directors’ report - continued
Capital Markets Rule 5.64 - continued
Restrictions on Ordinary Shares
During such time as any part of the call or installment together with interests and expenses remains unpaid, the entitlement of the person from whom the sum is due to the rights and advantages conferred by membership of the Company including the right to receive dividends and the right to attend and vote at meetings of the Company, shall be suspended. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall, upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to Meetings of the Company.
Provided always that the Directors may at any time give notice requiring any such person to elect either be registered himself or to transfer the share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.
Transfer of Ordinary Shares
Subject to the provisions of law and of the Company’s Articles of Association, the shares of the Company are freely transferable provided that in no case may a part of a share constitute the object of a transfer.
All transfers of shares in the Company, which are listed on the Malta Stock Exchange, shall be regulated by law and accordingly Articles 34 to 36 of the Company’s Articles of Association shall be applicable to such transfers only in so far as the said Articles are not inconsistent therewith.
General Meetings
The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and not more than fifteen (15) months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Furthermore, Article 182(1) of the Companies Act, sets out a period of seven (7) months from the end of the accounting period, within which period, a public Company is to call a general meeting for the approval of the annual accounts for the applicable accounting period.
All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitions as provided by the Act. If at any time there are not in Malta sufficient directors capable of acting to form a quorum, the Directors in Malta capable of acting, or if there are no directors capable and willing so to act, any two (2) members of the Company, may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
A General Meeting of the Company shall be called by not less than twenty-one (21) days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting, the proposed agenda for the Meeting and, in case of special business, the general nature of the business to be considered as well as other information which is specified in Article 56(2) of the Company’s Articles of Association.
Subject to such restrictions for the time being, affecting the right to receive notice to the holders of any class of shares, notice of every General Meeting shall be given in any manner hereinbefore authorised to: - (a) every member except those members who have not supplied to the Company an address for the giving of notices to them; and (b) the Auditor for the time being of the Company; and (c) the Directors for the time being of the Company. No other person shall be entitled to receive notices of General Meetings.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
6
Directors’ report - continued
Capital Markets Rule 5.64 - continued
General Meetings - continued
A notice calling an Annual General Meeting shall specify the meeting as such and a notice convening a meeting to pass an Extraordinary Resolution shall specify the intention to propose the resolution as such and the principal purpose thereof. A notice of a General Meeting called to consider extraordinary business shall be accompanied by a statement regarding the effect and scope of any proposed resolution in respect of such extraordinary business.
In every notice calling a meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a member and such statement shall comply with the provisions of the Act as to informing members of their right to appoint proxies.
Any member or members holding not less than five per cent (5%) in nominal value of all the shares entitled to vote at the meeting may: (a) request the Company to include items on the agenda of the General Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the Annual General Meeting; and (b) table draft resolutions for items included in the agenda of a general meeting.
The request to put items on the agenda of the General Meeting or the tabling of draft resolutions to be adopted at the General Meeting shall be submitted to the Company (in hard copy or in electronic form to an email address provided by the Company for the purpose) at least forty-six (46) days before the date set for the General Meeting to which it relates and shall be authenticated by the person or persons making it. Furthermore, where the right to request items to be put on the agenda of the General Meeting or to table draft resolutions to be adopted at the General Meeting requires a modification of the agenda for the General Meeting that has already been communicated to Shareholders, there shall be made available a revised agenda in the same manner as the previous agenda in advance of the applicable record date or, if no such record date applies, sufficiently in advance of the date of the General Meeting so as to enable other Shareholders to appoint a proxy, or where applicable, to vote by correspondence.
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
An “Ordinary Resolution” means a resolution taken at a General Meeting of the Company passed by a member or members having the right to attend and vote at such meeting holding in the aggregate more than fifty per cent (50%) in nominal value of the shares represented and entitled to vote at the meeting. An “Extraordinary Resolution” means a resolution taken at a General Meeting of the Company of which notice specifying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given and passed by a number of members having the right to attend and vote at such meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares represented and entitled to vote at the meeting and at least fifty-one per cent (51%) in nominal value of all the shares entitled to vote at the meeting. Provided that, if one of the aforesaid majorities is obtained, but not both, another meeting shall be convened within thirty (30) days in accordance with the provisions for the calling of meetings to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a member or members having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
7
Directors’ report - continued
Capital Markets Rule 5.64 - continued
Changes to the Company’s Memorandum and Articles of Association
The Company may by extraordinary resolution approved by the shareholders in general meeting alter or add to its Memorandum and Articles of Association.
Other matters
The Company has nothing to report in relation to the requirements of Capital Markets Rules 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10, since these do not apply to the Company. Information relating to the requirements of Capital Markets Rule 5.64.11 is reflected in the Remuneration Report and Statement on pages 27 to 33.
Information pursuant to Capital Markets Rule 5.70.1
In 2019, the Company entered into a contract with Polidano Brothers Limited in connection with site clearance and demolition works at Manoel Island. Polidano Brothers Limited was awarded the contract following a tender process. Mr. Gordon Polidano, the General Manager of Polidano Brothers Limited was appointed to the Board of the Company on the 17 June 2021. Works in relation to this contract are currently suspended.
Directors’ interests in Share Capital of the Company as at 13 April 2023
Dr. Alec A. Mizzi has a beneficial interest in 37,206,701 (2022: 37,206,701) ordinary shares issued by the Company which are held by Alf. Mizzi & Sons Ltd.
In addition, Dr. Alec A. Mizzi , through Alf. Mizzi & Sons Ltd., has a beneficial interest in 2,012,050 (2022: 2,012,050) ordinary shares in the Company which are held by First Gemini p.l.c..
Mr. Joseph Bonello has a direct interest in 2,405,321 (2022: 2,405,321) ordinary shares in the Company held in his own name. Mr. Bonello also has a further 288,889 (2022: 288,889) ordinary shares in the Company which are held on his behalf by Finco Treasury Management Limited.
Mr. Joseph A. Gasan has a beneficial interest in 23,741,461 (2022: 23,741,461) ordinary shares in the Company held by Gasan Enterprises Limited.
Registered Shareholders with 5% or more of the share capital of the Company
13 April
31 December
31 December
2023
2022
2021
Alf. Mizzi & Sons Ltd.
17.37%
17.37%
17.37%
MAPFRE MSV Life p.l.c.
12.55%
12.55%
12.55%
Gasan Enterprises Limited
11.09%
11.09%
11.09%
Mr. Mark Andrew Weingard
8.91%
8.91%
8.91%
Rizzo Farrugia & Co. Ltd.
5.92%
6.17%
5.95%
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
8
Directors’ report - continued
Results and dividends
The consolidated income statement is set out on page 36. The Board of Directors continues to adopt a cautious approach in not recommending a dividend payment in respect of the year ended 31 December 2022. This decision has been taken in light of the current status of its projects in order to preserve the Group’s cash resources enabling it to manage liquidity demands over the coming months.
Directors
The Directors of the Company who held office during the year were:
Alec A. Mizzi - Chairman
Joseph Bonello
Jacqueline sive Jackie Briffa(appointed on the 16 June 2022)
David Demarco
Joseph A. Gasan
Alan Mizzi(resigned on the 16 June 2022)
Alfredo Muñoz Perez
Gordon Polidano
Mark Portelli
Joseph Said
On the 10 January 2023, Sarah Mamo was appointed as a non-executive director on the Board.
All the Directors shall retire from office at the Annual General Meeting of the Company in accordance with articles 98 and 99 of the Company’s Articles of Association and those eligible can be re-elected or re-appointed.
Senior Management, Company Secretary and Internal Audit
As at 31 December 2022, the senior management of the Group was composed as follows:
Mark Portelli Chief Executive Officer
Jesmond MicallefChief Financial Officer
Ivan PiccininoSenior Project Manager
Catherine Formosa Company Secretary
The Company’s Board of Directors engaged the services of EY Malta to provide internal audit related services to the Company.
Directors’ statement of responsibilities in relation to the Financial Statements
The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which give a true and fair view of the state of affairs of the Group and the Parent Company as at the end of each reporting period and of the profit or loss for that period.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
9
Directors’ report – continued
Directors’ statement of responsibilities in relation to the Financial Statements - continued
In preparing the financial statements, the Directors are responsible for:
•ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the EU;
•selecting and applying appropriate accounting policies;
•making accounting estimates that are reasonable in the circumstances;
•ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business as a going concern.
The Directors are also responsible for designing, implementing and maintaining internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Financial Statements of MIDI p.l.c. for the year ended 31 December 2022 are included in the Annual Report 2022, which is made available on the Company’s website and also published in hard-copy printed form. The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of, the website. Access to information published on the Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of Financial Statements may differ from requirements or practice in Malta.
Statement by Directors in terms of Capital Markets Rule 5.68
The Directors confirm that, to the best of their knowledge:
•the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the subsidiaries included in the consolidation taken as a whole; and
• the Directors’ Report includes a fair review of the performance of the business and the position of the Company, and the subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Going concern basis – Capital Markets Rule 5.62
Taking cognisance of the short-term funding arrangements together with the Group’s long-term liquidity and capital management programmes, the Directors have a reasonable expectation, at the time of approving the Financial Statements, that the Group and the Parent Company have adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the Financial Statements.
Financial key performance indicators
The Directors consistently monitor the Group’s financial performance by assessing a range of financial indicators which illustrate the financial strength and performance of the Group.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
10
Directors’ report - continued
Financial key performance indicators - continued
The Directors consistently monitor the Group’s financial performance by assessing a range of financial indicators which illustrate the financial strength and performance of the Group.
The main financial key performance indicators which are monitored by the Board include the following:
2022
2021
Working capital ratio
2.97
2.79
Debt to asset ratio
0.27
0.26
Debt to equity ratio
1.29
1.20
Non-financial key performance indicators
Human Resources
The Group seeks to employ high quality people in order to have talented and multi-skilled human resources to take forward the development project. It seeks to ensure that it provides the necessary environment in which its employees can develop their capabilities and contribute towards the achievements of the Group’s ambitious goals. Further disclosures are made in the Statement of Compliance with the Principles of Good Corporate Governance and in the Remuneration Report and Statement.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
11
Directors’ report - continued
Non-financial key performance indicators - continued
Corporate Social Responsibility - continued
As from last year MIDI has entered into a sponsorship agreement to support one of the most respected rowing clubs in Malta, the Marsamxett Valletta Regatta Club. The rowing club has been a regular participant in both the March and September regattas, since the beginning of the club in 1969. Last season, thanks to MIDI’s support, the club invested in further improvements in the club’s own gym, as well as developed the club’s general operations. The sponsorship will go a long way in supporting the livelihood of this club, as well as enhance its participation in the annual regattas.
 
Further reference to the Group’s Corporate Social Responsibility is made in the Statement of Compliance with the Principles of Good Corporate Governance.
Financial risk management
The Financial risk management note in the Financial Statements (Note 2) describes the process of how the Group identifies, measures and manages its financial risks. The main categories of risk described in this section are market, credit and liquidity risks.
Auditors
PricewaterhouseCoopers have indicated their willingness to continue in office and a resolution for their re-appointment will be proposed at the Annual General Meeting.
Signed on behalf of the entity’s Board of Directors on 25 April 2023 by Alec A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2022 Annual Report and Consolidated Financial Statements.
 
Company secretary: Catherine Formosa
Registered office:
North Shore
Manoel Island
Gzira
Malta
Telephone number: (+356) 2065 5500
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
12
Statement of compliance with the Principles of Good Corporate Governance
A.INTRODUCTION
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, MIDI p.l.c. (the “Company”) is hereby reporting on the extent of its adoption of the Code of Principles of Good Corporate Governance (the “Code”) as well as on the measures adopted to ensure compliance with this same Code. For this reporting period, the Company is adhering to the Code as set out in Appendix 5.1 of Chapter 5 – Continuing Obligations of the said Capital Markets Rules. The Directors are committed to the values of transparency, honesty, and integrity in all their actions and strongly believe that such practices are in the best interests of the Company, its Shareholders and other stakeholders. The Directors believe that the Company benefits from having in place more transparent governance structures and from improved relations with the market which enhance market integrity and confidence.
Good corporate governance is the responsibility of the Board of Directors of the Company (the “Board”), and in this regard the Board has carried out a review of the Company’s compliance with the Code during the period under review. Notwithstanding that the Principles of Good Corporate Governance are not mandatory, the Board has ensured their adoption, save as indicated herein within the section entitled Non-Compliance with Code. In the latter section the Board indicates and explains the instances where it has departed from or where it has not applied the Code, as allowed by the Code.
The Board takes such measures as are necessary in order for the Company to comply with the requirements of the Code to the extent that this is considered appropriate and complementary to the size, nature and operations of the Company.
B.COMPLIANCE WITH THE CODE
Principle 1: The Board
The overall management and policy setting of the Company is vested in a Board of Directors consisting of a Chairman and nine (9) Directors.
While the Board provides the necessary leadership in the overall direction of the Company, its key role with respect to the Company’s principal activities is to establish the Company’s strategy and to appoint all members of Senior Management and other key members of management.
All the Directors, individually and collectively, are of the appropriate calibre, and have the necessary skills and experience to contribute effectively to the decision-making process. The Board delegates specific responsibilities to a number of committees, notably the Supervisory Board, the Audit Committee and the Remuneration and Nomination Committee, each of which operates under formal terms of reference approved by the Board. The Project Management Advisory Committee reports to the Supervisory Board.
Principle 2: Chairman and Chief Executive
The positions of the Chairman of the Board and that of the Chief Executive Officer (the “CEO”) are vested in separate individuals. The positions have been defined with specific roles rendering these positions completely separate from one another.
Dr. Alec A. Mizzi serves as Chairman of the Board. The Chairman, who continues to meet the independence criteria (see principle 3 below), is responsible to lead the Board and to set its agenda. The Chairman ensures that the Board’s discussions on any issue put before it goes into adequate depth, encourages the involvement of all Directors, and ensures that all the Board’s decisions are supported by adequate and timely information. The Chairman, together with the Supervisory Board, ensures that the CEO develops a strategy that is agreed to by the Board.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 2: Chairman and Chief Executive - continued
The role of CEO is vested in Mr. Mark Portelli. The Board has delegated specific authority to the CEO to manage specific activities within the Company which include, amongst others:
•Implementation of policies as set by the Board;
•Working towards objectives established by the Board;
•Representing the Company with third parties;
•Putting into effect plans to organise, direct and manage the human resources available to attain the highest possible profitability or results in the interest of the Company’s shareholders and all other stakeholders.
The role of the CEO is to plan, co-ordinate and control the daily operations of the Company through the leadership and direction of MIDI’s management team. For this purpose, the CEO communicates on a continuous basis with Senior Managers to direct business activities against plans, to decide on emerging matters, to allocate responsibilities of work and to monitor performance.
On the 16 June 2022, the CEO Mr. Mark Portelli was re-appointed by the Board of Directors as a Director in terms of Article 102(3) of the Articles of Association of the Company which permits the Board to appoint up to a maximum of two additional directors without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company. In terms of Article 117(3) of the Articles of Association of the Company, if the person appointed to the office of CEO is a director of the Company the said person shall be designated as Managing Director*.
Principle 3: Composition of the Board
The Board is composed of 9 independent non-executive Directors (including the Chairman) and 1 executive Director.
The following Directors served on the Board during the period under review (namely for the period 1 January 2022 to 31 December 2022):
Chairman
Alec A. Mizzi
Independent non-executive Directors
David Demarco
Joseph A. Gasan
Alfredo Muñoz Perez
Gordon Polidano
Joseph Said
Joseph Bonello
Jacqueline sive Jackie Briffa(appointed on the 16 June 2022)
Alan Mizzi (resigned on the 16 June 2022)
Executive Director (Managing Director)
Mark Portelli
On the 10 January 2023, Sarah Mamo was appointed as a non-executive director on the Board. Sarah Mamo was appointed in terms of Article 102(3) of the Articles of Association of the Company which permits the Board to appoint up to a maximum of two additional directors without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 3: Composition of the Board - continued
The Board determines whether a director is independent by considering primarily the following principles relating to independence contained in the Code:
i.Whether the director has been an executive officer or employee of the Company or a subsidiary of the Company as the case may be within the last three years;
ii.Whether the director has or has had within the last three years, a significant business relationship with the Company either directly, or as a partner, shareholder, director or senior employee of a body that has a such a relationship with the Company;
iii.Whether the director has received or receives significant additional remuneration from the Company or any member of the group of which the Company forms part in addition to a director’s fee;
iv.Whether the director has close family ties with any of the Company’s executive Directors or senior employees;
v.Whether the director has served on the Board for more than twelve consecutive years; or
vi.Whether the director is or has been within the last three years an engagement partner or a member of the audit team of the present or former external auditor of the Company or any member of the group of which the Company forms part.
Following an assessment of the criteria above and after having considered whether other situations exist which may possibly impinge on the independence of the current non-executive Directors, the Board considers all current non-executive Directors to be independent. It is the Board’s view that despite the fact that Dr. Alec A. Mizzi, Mr. Joseph A. Gasan and Mr. Joseph Said have served on the Board for more than twelve consecutive years, the Directors in question continue to provide valuable contribution and insight to the Board as well as a deep understanding of the Company’s operations and market in which it operates and in the carrying out of their role, their ability to exercise objective and unbiased judgement has not been impaired by length of service. Furthermore, Mr. Joseph Said is also the CEO and Executive Director of Lombard Bank Malta p.l.c. (“Lombard”) which provides credit facilities to the Company. It is the Board’s view that the fact that Mr. Joseph Said is a director of a company that has a significant relationship with the Group does not impinge on Mr. Said’s independence and his ability to take objective and unbiased judgements. In any case, the relationship between Lombard and the Company is conducted on a commercial and arms’ length basis and Mr. Joseph Said has informed the Board of Directors that he is not involved in any decisions taken by Lombard in relation to the Company. Likewise, as a director of the Company, Mr. Joseph Said is not involved in any decisions concerning or which have a bearing on the Lombard relationship.
In terms of Principle 3.4, each non-executive Director has confirmed in writing to the Board that the Director undertook:
• to maintain in all circumstances his independence of analysis, decision and action;
• not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and
• to clearly express his opposition in the event that he finds that a decision of the Board may harm the Company.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 3: Composition of the Board - continued
The composition of the Board is determined by the Articles of Association of the Company. The appointment of directors to the Board is reserved exclusively to the Company’s shareholders, except in so far as (i) the situation contemplated in Article 102(3) of the Articles of Association where the Directors may appoint two additional directors to the Board without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company; and (ii) an appointment which may be made by the Board to fill a casual vacancy on the Board in terms of Article 103(3).
The Board is composed of a minimum of five (5) and a maximum of ten (10) directors. A maximum of eight (8) directors are elected at each Annual General Meeting (or at an Extraordinary General Meeting convened for the purpose of electing directors) while the Board of Directors may appoint two (2) additional directors to the Board without the requirement that the appointments be ratified by a members’ resolution taken at a General Meeting of the Company in terms of Article 102(3). On the 16 June 2022, Mr. Mark Portelli was re-appointed as a director by the Board of Directors in terms of the provisions of Article 102(3). Dr. Sarah Mamo was appointed as a director by the Board of Directors in terms of the provision of Article 102(3) on the 10 January 2023.
No election will take place where there are as many nominations for the Board of Directors as there are vacancies, in which case the candidates so nominated will be automatically appointed directors.
Unless appointed for a shorter period, a director shall hold office from the end of one Annual General Meeting to the end of the next. A retiring director shall be eligible for re-election or re-appointment. The Director appointed by the Board in terms of Article 102(3) shall likewise hold office until the end of the Annual General Meeting following his appointment.
Shareholders are entitled to participate in the election of the directors on the basis that each shareholder shall have one (1) vote in respect of each ordinary share held. A shareholder may use all his votes in favour of one candidate or may split his votes in any manner he chooses amounts two or more candidates. The candidates elected are those candidates who obtain the greater number of votes on that basis.
The Chairman shall be elected by a simple majority from amongst the Directors of the Company.
The Board considers that the size of the Board, whilst not being large as to be unwieldy, is appropriate for the requirements of the Company’s business. Apart from being clearly equally conducive to good corporate governance, the composition of the Board provides, in the Board’s view, the added benefits of control and management of the Company’s affairs and an efficient decision-making process. The Board considers that the balance of skills and experience is appropriate for the requirements of the business and that changes to the Board’s composition can be managed without undue disruption. The Board is also of the view that it is composed of members who, as a whole, have the required diversity of knowledge, judgment and experience to properly complete their tasks. As from the 5 October 2020, in addition to the independent non-executive Directors, the Board’s composition also includes one executive Director.
Principle 4: The Responsibilities of the Board
The Board of Directors is charged with the supervision of Board Committees and of management and the general course of affairs of the Company and the business connected with it (including its financial policies and corporate structure). The Board of Directors periodically evaluates the main organisational structure and the operation of the internal risk-management and control systems established as well as agree on any necessary changes or corrective actions regarding such systems.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 4: The Responsibilities of the Board - continued
In fulfilling its mandate, the Board of Directors assumes responsibility to:
a)establish corporate governance standards;
b)review, evaluate and approve, on a regular basis, long-term plans for the Company;
c)review, evaluate and approve the Company’s budgets and forecasts;
d)review, evaluate and approve major resource allocations and capital investments;
e)review the financial and operating results of the Company;
f)ensure appropriate policies and procedures are in place to manage risks and internal control;
g)review, evaluate and approve the overall corporate organisation structure, the assignment of management responsibilities and plans for senior management development including succession;
h)review, evaluate and approve compensation strategy for senior management; and
i)review periodically the Company’s objectives and policies relating to social, health and safety and environmental responsibilities.
The Board supervises compliance with the Capital Markets Rules, including those pertaining to the preparation and publication of the Annual Report and Financial Statements, and approves the Financial Statements for submission to the General Meeting of the Shareholders. The Board retains direct responsibility, amongst others, for approving and monitoring:
(i)business plans for the Group;
(ii)the Annual Budget;
(iii)the Annual Financial Statements;
(iv)termination of the employment or engagement of a substantial number of employees of the Company simultaneously or within a short period of time;
(v)the award of tenders exceeding €2 million;
(vi)termination of employment or engagement of the Chief Executive Officer and other positions of strategic importance at Senior Management level;
(vii)proposals to increase the issued capital and to materially increase or decrease the Company’s funding; and
(viii)other resolutions which the Board of Directors may determine to be subject to its approval.
Any meeting that a director wishes to initiate may be arranged through the Company Secretary. A director of the Company has access to advice from internal and external sources, which are deemed necessary for carrying out the respective roles and responsibilities and the Company will bear the related expenses. A newly appointed director is given a thorough induction course in the operations, activities and procedures of the Company to be able to carry out the function of a director in an effective manner.
Principle 5: Board Meetings
The Board endeavours to meet regularly, with additional meetings held as necessary. Board meetings are presided over by the Chairman and all Directors are allowed equal opportunity to voice and express their views on matters relating to the Company and its business.
After each Board meeting, minutes that faithfully record attendance, matters discussed and decisions taken, are prepared, and circulated to all Directors as soon as practicable after the meeting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 5: Board Meetings - continued
A total of twelve (12) Board of Directors meetings were held during 2022 and attendance was as follows:
Board member Attended
Alec A. Mizzi 10
Joseph Bonello 10
Jacqueline sive Jackie Briffa (appointed on the 16 June 2022) 7 (out of 7)
David Demarco 11
Joseph A. Gasan 12
Alan Mizzi (resigned on the 16 June 2022) 5 (out of 5)
Alfredo Muñoz Perez 11
Gordon Polidano 10
Mark Portelli 12
Joseph Said 10
Principle 6: Information and Professional Development
The Chief Executive Officer is appointed by the Board of Directors in accordance with the Articles of Association.
The recruitment and selection of Senior Management is the responsibility of the Remuneration and Nomination Committee (as described under Principle 8 below) in consultation with the CEO.
Newly appointed directors are provided with briefings by the Chief Executive Officer and also by other members of Senior Management in respect to the operations of the Group. An information pack is handed to a new director following his appointment which incorporates Memoranda and Articles of Group companies, terms of reference of any relevant committees, any Company policies as well as relevant legislation and rules. The Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures are adhered to. Additionally, Directors may seek independent professional advice on any matter at the Company’s expense.
The Company ensures the personal development of Directors, management, and employees by recommending attendance to seminars, conferences as well as training programmes that are designed to help improve the potential of its staff members whilst boosting the Company’s competitiveness. The Company provides the necessary training to the individual Directors on a requirements basis by formally identifying and addressing any such requirements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 7: Evaluation of Board’s Performance
During February 2023, the Board carried out an evaluation of its own performance together with that of the Committees and the Chairman. The Board delegated the carrying out of the evaluation exercise to the Remuneration and Nomination Committee. The exercise was conducted through a comprehensive Board Effectiveness Questionnaire, the results of which were analysed by the Remuneration and Nomination Committee and then discussed by the Board. The review has not resulted in any material changes in the Company’s internal organisation or in its governance structures. However, some best practice recommendations which emerged from the analysis of the results will be implemented by the Board.
Principle 8: Committees
The Board has appointed the following Committees:
Audit Committee
The Audit Committee is a committee appointed by the Board and is directly responsible and accountable to the Board. The Audit Committee’s primary purpose is to:
(a)protect the interests of the Company’s shareholders; and
(b)assist the Directors in conducting their role effectively so that the Company’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times.
The Board has set formal terms of reference of the Audit Committee that establish its composition, role and function and responsibilities.
The main role and responsibilities of the Audit Committee include:
(a)to inform the Board of Directors of the outcome of the statutory audit and to explain how the statutory audit contributed to the integrity of the Financial Statements and what the role of the Audit Committee was in this process;
(b)to monitor the financial reporting process and to submit recommendations of proposals to ensure its integrity;
(c)to monitor the effectiveness of the Company’s internal quality control and risk managements system and, where applicable, its internal audit regarding the financial reporting without breaching its independence;
(d)to monitor the audit of the annual and consolidated financial statements, in particular, its performance, taking into account any findings and conclusions by the competent authority pursuant to Article 26 (6) of the Statutory Audit Regulation;
(e)to review the additional report prepared by the statutory auditors or audit firm submitted to the Audit Committee in terms of Article 11 of the Statutory Audit Regulation.
(f)to review and monitor the independence of the statutory auditors or audit firms in accordance with Articles 22, 22a, 22b, 24a and 24b of the Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts, amending Council Directive 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC and Article 6 of the Statutory Audit Regulation and in particular the appropriateness of the provision of non-audit services to the audited entity in accordance with Article 5 of the Statutory Audit regulation;
(g)the responsibility for the procedure for the selection of statutory auditors or audit firms in accordance with Articles 16 and 17 of the Statutory Audit Regulation, and also the consideration of the appointment of the external auditors and the making of recommendations to the Board of Directors and additionally the consideration of any questions of auditor resignation or dismissal.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Other responsibilities of the Audit Committee are set out in its Terms of Reference and these include, amongst others, the review, appointment or replacement of the internal auditor and the making of recommendations accordingly to the Board, the development and implementation of a policy on the engagement of the external auditor to supply non‐audit services, if and where applicable, the consideration of the respective scope of work and audit plans of the internal auditor, if any, and the external auditors, the coordination of the audit, the review of the adequacy of the Company's internal controls, including computerised information system controls and security, management letters and any related significant findings and recommendations of the external auditors and internal audit together with Management’s responses thereto, to enquire with Management about significant risks or exposures and assess the steps Management has taken to minimise such risks to the Company, to consider and review with Management significant internal audit findings during the year and management’s responses thereto, to review legal and regulatory matters that may have a material impact on the financial statements, related compliance policies, and any reports arising from examinations or inspections performed by the regulators and review and evaluate any proposed transaction that the Company intends to carry out with a Related Party in accordance with the Capital Markets Rules.
For the year under review, the Audit Committee was composed of three independent non-executive Directors, namely Mr. Joseph Bonello as Chairman, and members Ms. Jacqueline sive Jackie Briffa (appointed to the Audit Committee on the 23 June 2022) and Mr. Alfredo Muñoz Perez. Mr. Alan Mizzi was a member of the Audit Committee until the 16 June 2022.
In terms of Capital Markets Rules 5.117 and 5.118, Mr. Alfredo Muñoz Perez and Ms. Jacqueline sive Jackie Briffa are the Directors who the Board considers as competent in accounting and/or auditing. The two members, as also the Chairman Mr. Joseph Bonello, are considered independent because they are free from any business, family or other relationship with the Company or its management that may create a conflict of interest such as to impair their judgement.
The Audit Committee is required by the Capital Markets Rules to meet a minimum of four (4) times a year. During the year under review the Audit Committee met four (4) times.
When the Audit Committee’s monitoring and review activities reveal cause for concern or identify the need for improvement, it shall make recommendations to the Board on the action needed to address the issue or make such improvements.
The Audit Committee oversees the Internal Audit process. This independent appraisal function was established within the Group to carry out business process risk-based audits aimed at ensuring adequate controls and efficient business processes. Such a process is undertaken by EY Malta, with representatives of the firm attending the meetings of the Audit Committee and thereby reporting directly to the Audit Committee.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Supervisory Board
The Board delegates some of its responsibilities to the Supervisory Board, which is composed of Dr. Alec A. Mizzi (Chairman of the Committee), Mr. David Demarco (Director), Mr. Joseph A. Gasan (Director), Mr. Mark Portelli (CEO of the Company and Managing Director), Mr. Jesmond Micallef (CFO of the Company), and Perit Ivan Piccinino (Senior Project Manager of the Company).
The Supervisory Board, which reports to the Board, is charged with oversight of Management in the attainment of MIDI’s objectives and strategies.
Some of the more important functions carried out by the Supervisory Board include:
(a)to oversee strategic, business and similar plans in a manner which ensures that appropriate risks and rewards are identified and properly evaluated;
(b)to oversee status, progress, developments of any ongoing projects or commercial operations of the Company and its subsidiaries;
(c)to oversee the annual budgeting process for the Company and ensure that the Company’s plans are based on adequate and realistic funding budgets;
(d)the supervision of the Project Management Advisory Committee on all development related matters, including the making of recommendations to the Board of Directors with regards to the awarding of contract of works; and
(e)the consideration of all new business opportunities, including partnering with third parties on existing or new projects.
Project Management Advisory Committee
In view of the inherent operations of the Company as a property developer, the Supervisory Board set-up a sub-committee in the form of an advisory committee to assist it with project management related matters pertaining to the Tigné Point and the Manoel Island developments.
In furtherance of such an advisory role, the Project Management Advisory Committee’s (“PMAC”) involvement extends to the three main stages of project management: (i) the preparatory stages of the development including the procurement phase; (ii) the performance stage when works are undertaken on site; and (iii) the handover stage when following completion, the end product is either transferred to a third party purchaser or alternatively is prepared for the Company to itself operate as part of its overall operations.
Some of the more specific functions undertaken by the PMAC include the following:
(a)to make recommendations on the appropriate procurement procedure to be adopted in particular phases of a planned or ongoing project;
(b)to act as an interface between the Company and the project management consultants, advisors, contractors, suppliers or service providers engaged by the Company;
(c)subject to the supervision of the Supervisory Board, to carry out the tendering process including the preparation of tender documents, to approach potential bidders and/or to publish tenders, to receive offers and to prepare and/or to oversee the preparation of reports on the short-listed bidders and to make recommendations on the selection of a preferred bidder to the Supervisory Board;
(d)to oversee the negotiation and the execution of any contracts of works, services or supplies being entered into by the Company;
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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(e)to provide regular updates to the Supervisory Board on the status and progress of planned or ongoing projects, both from a timing and cost point of view; and
(f)to advise the Supervisory Board on any action that may be required on project management matters.
The PMAC is composed of Mr. David Demarco (Director) who chairs the Committee, Mr. Joseph Bonello (Director), Mr. Mark Portelli (CEO and Managing Director) and members of Senior Management. A number of consultants may also be invited to attend the meetings of the PMAC as may be necessary from time to time.
Remuneration and Nomination Committee
As Nomination Committee, the Committee periodically or as may be necessary is to review the structure, size and composition of the Board with a view to making any recommendations to the Board with regard to its composition and any skills, knowledge, diversity and experience suited to the Board. The Committee is responsible for identifying, nominating and proposing to the Board, for its approval, candidates for the position of Director to be appointed by the Board without the requirement that the appointment of such director or directors be ratified by a members’ resolution taken at a General Meeting of the Company in terms of Article 102(3) of the Articles of Association of the Company: provided that for the sake of clarity, the decision whether to appoint an additional or additional directors to the Board in terms of the said Article shall always remain with the Board. The Committee is to keep under review the leadership needs of the Company and it is to consider succession planning issues in relation to and the policy for the selection of CEO and other Senior Executives, making any necessary recommendations to the Board. The Committee shall also be responsible for selecting, nominating and proposing to the Board, for its approval, candidates for the position of CEO and other Senior Executives.
The Committee is responsible for the process relating to the annual evaluation of the performance of the Board and that of its committees, including that of the Committee itself, as recommended to be carried out by the Code of Corporate Governance. The Committee shall then report to the Board on the results of the performance evaluation process in order to ascertain the strengths and to address the weaknesses of the Board.
Information regarding the Remuneration and Nomination Committee in relation to its remuneration function is found as part of the section in the Annual Report entitled “Remuneration Report and Statement”.
Principle 9 & 10: Relations with Shareholders and with the Market, and Institutional Investors
Pursuant to the Company’s statutory obligations in terms of the Maltese Companies Act (Cap. 386) and the Capital Markets Rules, the Annual Report and Financial Statements, declaration of dividends, election of directors, and appointment of auditors and authorisation of the directors to set the auditors’ fees are proposed and approved at the Company’s Annual General Meeting.
The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 9 & 10: Relations with Shareholders and with the Market, and Institutional Investors - continued
The Board is of the view that during the period under review, the Company communicated effectively with shareholders through periodical Company Announcements and through press releases and other material addressed to the market in general using both the traditional media as well as social media.
The Company also communicates with its shareholders through the Company’s Annual General Meeting (“AGM”). Apart from the AGM, the Company communicates with its shareholders by way of the Annual Report and Financial Statements. The Company’s website also contains information about the Company and its business, including an Investor Relations Section.
The Directors consider that the Board properly serves the legitimate interests of all Shareholders and is accountable to all Shareholders.
The Chairman arranges for all Directors to attend the AGM. Information on the Company’s General Meetings is found in the Directors’ Report.
Individual shareholders can raise matters relating to their shareholding and the business of the Group at any time throughout the year and are given the opportunity to submit written questions in advance to be answered at the AGM or to ask questions in person at the AGM. In terms of Article 129 of the Companies Act, the Board may call an extraordinary general meeting on the request of shareholders holding not less than one-tenth of the paid-up share capital of the Company.
The Company holds meetings with stockbrokers and financial intermediaries at least once a year, which meeting usually coincides with the publication of the annual financial statements.
Principle 11: Conflicts of Interest
By way of internal practice, some of the Company’s Directors also act as Directors on fully owned subsidiaries within the Group, namely: Tigné Contracting Limited, Solutions & Infrastructure Services Limited and T14 Investments Limited. Mr. Joseph A. Gasan is also a director on Mid Knight Holdings Limited, a joint venture Company.
During the period under review the CEO acted as a director of Tigné Contracting Limited, Solutions & Infrastructure Services Limited and Mid Knight Holdings Limited.
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and its shareholders as a whole and of their obligation to avoid conflicts of interest.
The Directors and the CEO, acting as directors of other companies of the Group and other third companies, may be subject to conflicts between the potentially divergent interests of the Company, the Group or such other third companies. The Company is not aware of any private interest or duties unrelated to the Group which may or are likely to place the Directors or the CEO in conflict with any interest in, or duties towards the Company.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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Principle 11: Conflicts of Interest - continued
Given the current shareholding of MIDI p.l.c., and in line with expectations upon the commencement of the Company, conflicts of interest affecting Board members may arise from time to time with regards to:
1.contracts for goods and services, including the provision of construction services, civil and mechanical and engineering works which have been/may be entered into between MIDI p.l.c., Tigné Contracting Limited, Solutions & Infrastructure Services Limited, Mid Knight Holdings Limited and companies related to Board members;
2.financing and insurance related services which have been/may be provided to MIDI p.l.c. by companies related to Board members;
3.activities, including retail projects carried on by MIDI p.l.c. which may compete with similar activities carried on, in the close proximity of the MIDI’s retail projects by companies related to Board members;
4.purchases of apartments by Directors or by companies related to Board members;
5.rental agreements by Directors or by companies related to Board members in relation to any of MIDI’s commercial premises.
All contracts for goods and services, including the provision of construction services, civil and mechanical and engineering works, and any other purchases are based upon the principle of competitive bidding. The CEO negotiates with suppliers in order to ensure that the best quality goods and services are procured by MIDI at the least possible price. With regard to construction services, the Supervisory Board is responsible, with assistance from the Project Management Advisory Committee, to supervise the tendering process. In particular, the Supervisory Board is responsible for assisting and directing the CEO in negotiations with contractors, suppliers and service providers and is responsible for the award of tenders not exceeding the value of €2 million. Any tenders exceeding such a value are awarded by the Board.
In terms of Article 90 of the Articles of Association of the Company, a director who is in any way, whether directly or indirectly, interested (even if such direct or indirect interest relates to the Member or Members who appointed him to office) in any contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at a meeting of the Directors. In the case of a proposed contract or arrangement, the declaration of interest to be made by such director shall be made at the meeting of the directors at which the question of entering into the contract or arrangement is first taken into consideration, or if such director was not at the date of that meeting interested in the proposed contract or arrangement, at the next meeting of the Directors held after he became so interested; and in a case where such Director becomes interested in a contract or arrangement after it is made, the said declaration shall be made at the first meeting of the Directors held after such director becomes so interested.
In line with Code Provision 11.1, a director does not participate in a discussion concerning matters in which he has a conflict of interest unless the Board finds no objection to the presence of such director. In addition, in accordance with the said Article 90, a director shall not vote in respect of any contract, arrangement, transaction or proposal in which he has material interest in accordance with the Memorandum and Articles of Association, whether direct or indirect, otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
24
Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 11: Conflicts of Interest - continued
Article 91 of the Articles of Association also states that if any question arises at any meeting as to the materiality of a director's interest or as to the entitlement of any director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, then such question shall be referred to the auditors and their ruling shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.
Dealing in Company Securities
On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of the law, including the Capital Markets Rules and the Market Abuse Regulations (MAR), as well as within the Company’s policy in respect of dealings by directors
in the Company’s securities, which policy is based on timely and comprehensive disclosures and notifications, as applicable in terms of the law.
Directors’ interests in the share capital of the Company are contained in the Directors’ report.
Principle 12: Corporate Social Responsibility
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
25
Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 12: Corporate Social Responsibility - continued
MIDI’s support, the club invested in further improvements in the club’s own gym, as well as developed the club’s general operations. The sponsorship will go a long way in supporting the livelihood of this club, as well as enhance its participation in the annual regattas.
C.NON-COMPLIANCE WITH THE CODE
Principle 4: Code Provision 4.2.7 Succession policy for the future composition of the Board
The Board notes that pursuant to the Company’s Memorandum and Articles of Association of the Company, the appointment of directors to serve on the Board of Directors is a matter which is entirely reserved to the shareholders of the Company (other than in the case of the ninth and tenth directors who may be appointed by the Board or where the need arises to fill a casual vacancy). Accordingly, shareholders are afforded the power to nominate and elect a new board of directors on an annual basis. Thus, the Board does not consider it practical to develop a succession policy for the future composition of the Board since every Director is required to retire from office at the Annual General Meeting. However, as indicated in the statement of compliance, all newly appointed non-executive Directors are given a thorough induction course in the operations, activities and procedures of the Company by Senior Management to be able to carry out the function of a Director in an effective manner.
Principle 9: Code Provision 9.3 Relations with Shareholders and with the Market
There are no procedures disclosed in the Company’s Memorandum or Articles as recommended in Code Provision 9.3, to resolve conflicts between minority shareholders and controlling shareholders. It is the Board’s view that this Code Provision is not applicable to the Company since the Company has no controlling shareholders.
This notwithstanding, the Company ensures that sufficient contact is maintained with shareholders to understand issues and concerns. The Office of the Company Secretary maintains regular communication with investors and provides individual shareholders with the opportunity to raise matters at any time throughout the year. Shareholders are also given the opportunity to ask questions physically at the AGM or to submit written questions in advance. Furthermore, as provided by the Companies Act, the Board may call an extraordinary general meeting on the requisition of shareholders holding not less than one-tenth of the paid up share capital of the Company.
D.INTERNAL CONTROL AND RISK MANAGEMENT IN RELATION TO THE FINANCIAL REPORTING PROCESS
The Board is ultimately responsible for the Group’s system of internal control and risk management and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide a reasonable, as opposed to absolute assurance against material misstatement or loss.
The Company operates through the Board of Directors and the Supervisory Board with clear reporting lines and delegation of powers. The Board of Directors has adopted and implemented appropriate policies and procedures to manage risks and internal control. The Supervisory Board plans, executes, controls and monitors business operations in order to achieve the set objectives.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
26
Statement of compliance with the Principles of Good Corporate Governance - continued
D.INTERNAL CONTROL AND RISK MANAGEMENT IN RELATION TO THE FINANCIAL REPORTING PROCESS - continued
The Directors, with the assistance of Senior Management, are responsible for the identification, evaluation and management of the key risks to which the Company may be exposed. The Company has in place clear and consistent procedures in place for monitoring the system of internal financial controls. The Directors also receive periodic management information giving comprehensive analysis of financial and business performance including variances against the Group’s set targets.
This process is applicable specifically in relation to the Company’s financial reporting framework.
The Audit Committee reviews and assesses the effectiveness of the internal control systems, including financial reporting, and determines whether significant internal control recommendations made by internal and external auditors have been implemented. The Committee plays an important role in initiating discussions with the Board with respect to risk assessment and risk management and reviews contingent liabilities and risks that may be material to the Group.
E.CAPITAL MARKETS RULE 5.97.5
The information required by this Capital Markets Rule is found in the Directors’ Report.
F.GENERAL MEETINGS
General meetings are called and conducted in accordance with the provisions contained in the Company’s Articles of Association and in accordance with any applicable laws or regulations as may be applicable from time to time. As outlined previously, information on General Meetings is found in the Directors’ Report.
The report above is a summary of the views of the Board on the Company’s compliance with the Code. Generally, the Board is of the opinion that, in the context of the applicability of the various principles of the Code to the Company and in the context of the Company’s business operations and save as indicated herein in the section entitled “Non-Compliance” the Company has applied the principles and has complied with the Code throughout the financial year under review. The Board shall keep these principles under review and shall monitor any developments in the Company’s business to evaluate the need to introduce new corporate governance structures or mechanisms as and when the need arises.
Signed on behalf of the entity’s Board of Directors on 25 April 2023 by Alec A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2022 Annual Report and Consolidated Financial Statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
27
Remuneration Report and Statement
Remuneration Report and Statement was drawn up by the Remuneration and Nomination Committee and approved by the Board on the 25 April 2023. It is drawn up in terms of Code Provisions 8.A.3 to 8.A.6 of the Code of Principles of Good Corporate Governance (Appendix 5.1 of the Capital Markets Rules) and in accordance with the Capital Markets Rule 12.26K and the requirements of Appendix 12.1 of the Capital Markets Rules.
Membership and activities of the Remuneration and Nomination Committee
The Remuneration and Nomination Committee is composed of Joseph Said (Chairman), Jackie Briffa and Alfredo Muñoz Perez as members, all of whom are independent non-executive directors.
Jackie Briffa was appointed as a member on the 23 June 2022. Alan Mizzi was a member of the Remuneration and Nomination Committee until the 16 June 2022.
In its function the Remuneration and Nomination Committee is charged with oversight of the remuneration policies implemented by the Company with respect to its Directors, Senior Management and employees. It assists the Board in meeting its responsibilities regarding the determination, implementation and oversight of Directors, CEO and Senior Executive remuneration arrangements to enable the recruitment, motivation and retention of individuals with right skills and qualities. Its functions as a Nomination Committee are described in the Corporate Governance Statement under Principle 8.
Decisions of the Remuneration and Nomination Committee during the financial year under review were taken by virtue of resolutions approved by all the members.
Directors’ Remuneration Policy approved by the Annual General Meeting
A Directors’ Remuneration Policy was approved by the shareholders at the Annual General Meeting of the Company held on 1 October 2020.
The Directors’ Remuneration Policy is available in full on https://www.midimalta.com/en/corporate-governance. The Directors’ Remuneration Policy applies to “directors” as such term is defined in Chapter 12 of the Capital Markets Rules and therefore in the case of the Company it applies to any member of the Board of Directors of the Company and to the Chief Executive Officer (“CEO”). The Board is currently composed of 9 non-executive Directors and 1 executive Director who is also the CEO of the Company and whose remuneration is also addressed in the Directors’ Remuneration Policy in the part entitled “Remuneration of the CEO”. Dr. Sarah Mamo joined the Board on the 10 January 2023 and therefore during financial year ending 31 December 2022, the Board was composed of 8 non-executive Directors and 1 executive Director.
Any material amendments to the Policy shall be submitted to a vote by the General Meeting before their adoption and in any case the Policy shall be submitted to a vote by the General Meeting at least every four years. No changes to the Policy are being proposed for approval at the next General Meeting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
28
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors
In proposing the overall remuneration for non-executive Directors and any reviews to remuneration, the Company takes into account the Company’s need to attract, and motivate directors who possess the necessary experience, qualities and attributes to enable them to discharge their duties with integrity and highest professional standards, market realities, trends or standards for similar positions, the time commitment required to be devoted to the Company, group financial performance, salary increases for all employees, as well as the overall interests of shareholders and the overall costs to shareholders.
In terms of Article 84(1) of the Articles of Association of the Company, the maximum aggregate remuneration of all directors in any one financial year and any increases to such aggregate amount are approved by the Company in General Meeting. During the Company’s Annual General Meeting of 2022, the shareholders approved an increase in the maximum annual aggregate remuneration for the Directors of the Company resulting in this remuneration increasing from seventy-five thousand Euro (€75,000) to one hundred twenty -five thousand euro (€125,000). For the sake of clarity, the said maximum limit of aggregate emoluments refers to the emoluments paid to the non-executive directors. As stated below in the part entitled “Remuneration Policy – CEO”, no additional remuneration is paid by the Company to the CEO in respect of his role as an executive director of the Company and a member of Board Committees. This is also in accordance with Articles 85 and 90(1) of the Articles of Association of the Company.
There are no service contracts between the non-executive Directors and the Company or its subsidiaries. The remuneration of non-executive Directors consists of a fixed fee for their duties as directors. These fixed fees have been determined in line with information available from the current market. Each of the non-executive directors receive the same amount in terms of fixed fees for his or her respective duties as directors other than in the case of the Chairman of the Company who receives a different fixed fee commensurate with the added responsibilities of the role of chairman and in the case of directors who have an additional responsibility by way of chairmanship or membership of a Board committee or where the non-executive director is appointed by the Board to sit on the Board of Directors of a subsidiary company, a joint venture company or another company forming part of the same Group as the Company.
The remuneration of non-executive Directors does not include any variable component, such as bonuses, incentives, or other benefits in whatever form, nor does the Company award share-based remuneration or any share options. Non-executive Directors do not participate in any long-term incentive plans, neither do they receive any retirement or pension benefits, or any payment related to their resignation or removal from office.
Any reasonable travel and business expenses incurred by non-executive Directors in connection with the business of the Company are met by the Company.
A non-executive director is appointed and holds office for a term of one year from the end of one Annual General Meeting to the end of the next. In terms of Article 98 of the Articles of Association, all directors therefore retire from office at each Annual General Meeting. Directors appointed by the Board in terms of Article 102(3) of the Articles, that is, directors who are appointed without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company are likewise appointed until the Annual General Meeting following their appointment and also retire at such Annual General Meeting, unless he or she are appointed for a shorter term. As stated earlier, there are no provisions for the payment of any benefits linked to termination of their office of directors.
 
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
29
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors - continued
The Directors’ fees applicable during the financial year ended 31 December 2022 were as follows:-
Directors’ Fees
Chairman€6,000 per annum (2021: €6,000)
Other Directors (per Director)€3,000 per annum (2021: €3,000)
Audit Committee Fees
Chairman€2,500 per annum* (2021: €2,000)
Member (per member)€2,000 per annum* (2021: €1,500)
*(as from September 2022)
Remuneration Committee Fees
Chairman €1,500 per annum (2021: €1,500)
Member (per member)€1,000 per annum (2021: €1,000)
Supervisory Board Fees
Chairman€5,000 per annum (2021: €5,000)
Member (per member)€4,000 per annum (2021: €4,000)
Project Management Advisory Committee Fees
Chairman€4,000 per annum (2021: €4,000)
Member (per member)€3,000 per annum (2021: €3,000)
Subsidiary/Group Company Fees (as may be applicable)
Chairman of Joint Venture Company €4,000 per annum (2021: €4,000)
Member of Joint Venture Company
(per member)€3,000 per annum (2021: €3,000)
Chairman of Subsidiary €4,000 per annum (2021: €4,000)
Member of Subsidiary (per member)€3,000 per annum (2021: €3,000)
In accordance with Code Provision 8.A.5, total Directors’ remuneration for the financial year ended 31 December 2022 in respect of their office as Directors is as detailed below:
Fixed Remuneration
Variable Remuneration
Share Options
Others
€67,435
None
None
None
The amount disclosed above reflects the total Directors’ emoluments paid during the period under review (2021: €66,500).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
30
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors - continued
-Code Provision 12.26K and Appendix 12.1 of the Capital Markets Rules
In addition to the information provided above and with reference to Appendix 12.1 of the Capital Markets Rules, it is noted that the amount paid to each non-executive Director by the Company for attendance at meetings of the Board, meetings of Board Committees and directorships on the Company’s subsidiaries and joint venture company (where applicable) during the period under review is indicated below. The table hereunder also represents the annual change of remuneration of the non-executive Directors, of the Company’s performance, and of average remuneration on a full-time equivalent basis of the Company’s employees over the two most recent financial years:
Board & Committee Fees
FY 2022
Group company fees
FY 2022
Total FY 2022
Total
FY 2021
Total
FY 2020
% Annual change of remuneration (2022 vs 2021)
% Annual change of remuneration (2021 vs 2020)
€
€
€
€
€
%
%
Dr Alec A. Mizzi (Chairman)
11,030
-
11,030
11,000
11,136
+0.2%
-1.2%
Joseph Bonello
8,295
-
8,295
8,000
7,348
+3.7%
+8.9%
Jackie Briffa****
3,271
1,636
4,907
n/a
n/a
n/a
n/a
David Curmi*
-
-
-
3,682
8,099
n/a
n/a
David Demarco
11,030
-
11,030
9,849
8,605
+12.0%
+14.5%
Joseph A. Gasan
7,000
4,000
11,000
11,000
11,136
0.0%
-1.2%
Jimmy Gatt*
-
-
-
2,762
6,075
n/a
n/a
Alan Mizzi***
2,516
-
2,516
6,421
7,593
n/a
n/a
Alfredo Muñoz Perez**
5,788
-
5,788
2,968
n/a
n/a
n/a
Gordon Polidano**
3,000
1,369
4,369
3,238
n/a
+34.9%
n/a
Joseph Said
4,500
4,000
8,500
7,579
6,580
+12.2%
+15.2%
*Resigned on the 17 June 2021
** Appointed on the 17 June 2021
*** Resigned on the 16 June 2022
**** Appointed on the 16 June 2022
% Annual change of the Company’s consolidated performance (2022 vs 2021)
based on net profit after tax
% Annual change of the Company’s consolidated performance (2021 vs 2020)
based on net profit after tax
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2022 vs 2021)
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2021 vs 2020)
-508.0%
+126.0%
+2.10%
+2.40%
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
31
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors - continued
-Code Provision 12.26K and Appendix 12.1 of the Capital Markets Rules – continued
The % changes in individual remuneration reflected in the table above with respect to the non-executive directors are principally attributable to changes in the composition of committees during 2022, with positions in different committees linked to differing remuneration amounts.
No other fees were payable or paid to any of the non-executive Directors during the financial year under review.
Remuneration Policy – CEO
In proposing the overall remuneration for the CEO and any reviews thereto, the Company takes into account the Company’s need to attract, retain and motivate an individual who possesses the necessary experience, qualities and attributes for this key executive role within the Company by offering a base salary and other employment terms that are competitive within the market. The Company also considers the size and scope of the role, the experience of the individual, market realities, trends or standards for similar positions, group financial performance, salary levels, increases and general conditions applicable to the Company’s employees, as well as the overall interests of shareholders and the overall costs to shareholders.
It is the Company’s policy to engage the CEO on an indefinite contract of employment after a period of probation, rather than on a fixed term contract. Accordingly, the applicable notice periods, after probation, are those provided for in the relevant legislation. The CEO’s terms of employment do not contain provision for any form of payment on resignation or termination of employment and therefore the only payments on termination are those which may be applicable in accordance with legal requirements. No retirement or pension benefits in whatever form are payable to the CEO.
The CEO is entitled to a base or fixed salary as well as to an annual performance bonus which is established by reference to the attainment of pre-established annual financial and non-financial targets and/or performance criteria or key performance indicators. The annual performance bonus is the only variable component of the CEO’s remuneration. These targets or performance criteria are set annually by the Remuneration and Nomination Committee in consultation with the Chairman of the Company. These targets or performance criteria are selected to incentivise the delivery of the Company’s business plans, goals and financial objectives. These targets or performance criteria include a mix of company corporate objectives to be met and an assessment of the individual’s performance and attainment of personal objectives. Neither the reviews of the base or fixed salary nor the performance bonus is linked directly or indirectly to the performance of the share price of the Company.
The Remuneration and Nomination Committee, in consultation with the Chairman of the Company, will decide on the payment of or otherwise of the annual performance bonus after assessing the attainment of the relative targets and/or performance criteria. It may also decide to defer the payment of the annual performance bonus or part thereof for a definite period. No such deferment has taken place in relation to
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
32
Remuneration Report and Statement – continued
Remuneration Policy – CEO – continued
the performance bonus paid for the financial year ended 31 December 2022. The link between the fixed salary and the performance annual bonus shall be appropriate and reasonable. The performance bonus of the CEO shall never exceed 40% of the fixed salary. The Company does not have the possibility to reclaim any variable remuneration.
The CEO is not otherwise awarded any other incentives or benefits in whatever form, nor does the Company award share-based remuneration or share options. The CEO does not participate in any profit-sharing arrangement.
Any reasonable travel and business expenses incurred by the CEO in connection with the business of the Company is met by the Company. The CEO is also entitled to a mobile telephone allowance.
On the 16 June 2022, the CEO Mark Portelli was re-appointed by the Board of Directors as an (executive) Director in terms of Article 102(3) of the Articles of Association of the Company which permits the Board to appoint up to a maximum of two additional directors without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company. In terms of Article 117(3) of the Articles of Association of the Company, if the person appointed to the office of CEO is a director of the Company the said person shall be designated as Managing Director.
No additional remuneration is paid by the Company to the CEO in respect of his role as an executive director of the Company and member of the Supervisory Board and the Project Management Advisory Committee. Neither does the CEO receive any remuneration in respect of his directorship on the subsidiary companies Tigné Contracting Limited and Solutions and Infrastructures Services Limited and on the joint venture company Mid Knight Holdings Limited.
-Code Provision 12.26K and Appendix 12.1 of the Capital Markets Rules
In addition to the information provided above and with reference to Appendix 12.1 of the Capital Markets Rules, it is noted that the total remuneration paid to the CEO, Mark Portelli, for the period under review was as indicated below. The table hereunder also represents the annual change of the Company’s performance, and of average remuneration on a full-time equivalent basis of the Company’s employees over the two most recent financial years:
Fixed remuneration FY 2022
€
Variable remuneration FY 2022
€
Total remuneration FY 2022
€
Total remuneration FY 2021
€
Total remuneration
FY2020
€
% Annual change of remuneration (2022 vs 2021)
% Annual change of remuneration (2021 vs 2020)
135,803
50,000
185,803
185,731
175,144
0.0%
+6.0%
The variable remuneration was arrived at after an assessment of the level of attainment of targets set as explained earlier on in this report. No other fees were payable or paid to the CEO during the financial year under review.
% Annual change of the Company’s consolidated performance (2022 vs 2021)
based on net profit after tax
% Annual change of the Company’s consolidated performance (2021 vs 2020)
based on net profit after tax
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2022 vs 2021)
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2021 vs 2020)
-508.0%
+126.0%
+2.10%
+2.40%
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
33
Remuneration Report and Statement - continued
Remuneration Policy - Senior Management
The term ‘Senior Management’ shall refer to the list of officers as set out within the Directors’ report and except where otherwise expressly stated includes the CEO.
In proposing the overall remuneration for Senior Management and any reviews thereto, the Company takes into account the Company’s need to attract, retain and motivate individuals who possesses the necessary experience, qualities and attributes for these key executive roles within the Company by offering a base salary and other employment terms that are competitive within the market. The Company generally engages its Senior Management on the basis of indefinite contracts of employment after a period of probation, rather than on fixed term contracts. Accordingly, the applicable notice periods, after probation, are those provided for in the relevant legislation.
The terms and conditions of employment of Senior Management are specified in their respective indefinite contracts of employment. Senior Management are entitled to a base or fixed salary as well as to an annual performance bonus which is established by reference to the attainment of pre-established annual financial and non-financial targets and/or performance criteria or key performance indicators. Neither the reviews of the base or fixed salary nor the performance bonus is linked directly or indirectly to the performance of the share price of the Company.
The annual performance bonus is the only variable component of the remuneration of Senior Management. The link between the fixed salary and the performance annual bonus shall be appropriate and reasonable. The annual performance bonus of Senior Management (to the exclusion of the CEO) is approved by the Remuneration and Nomination Committee in consultation with the CEO.
None of the Company’s Senior Management, through their employment with the Company, is entitled to any share options and/or profit-sharing arrangements or pension benefits.
The individual contracts of employment of all Senior Management, excluding the contract of employment of the CEO, contain provisions for severance payments in certain defined circumstances. These payments would be in addition to payments that may be applicable in accordance with legal requirements.
All employees of the Company are entitled to health and life insurance, whilst Senior Management and some other executives of the Company are entitled to reimbursement of telephone expenses. Any reasonable travel and business expenses incurred by Senior Management in connection with the business of the Company is met by the Company.
Total emoluments received by Senior Management during the period under review are as detailed below, in terms of Code Provision 8.A.5 of the Capital Markets Rules.
Fixed Remuneration
FY2022
Variable Remuneration
FY2022
Total
FY2022
Total
FY2021
Total
FY2020
Change
2022 vs 2021
Change
2021 vs 2020
342,465
130,000
472,462
472,301
444,508
0.0%
+6.2%
This Directors’ Remuneration Report in terms of Chapter 12 of the Capital Markets Rules is being put forward to an advisory vote of the 2023 Annual General Meeting in accordance with the requirements of the Capital Markets Rule 12.26 L.
In accordance with the requirements emanating from Appendix 12.1 of the Capital Markets Rules, the contents of the Directors’ Remuneration Report have been reviewed by the external auditor to ensure compliance with such requirements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
34
Statements of financial position
As at 31 December
Group
Company
Notes
2022
2021
2022
2021
€
€
€
€
ASSETS
Non-current assets
Property, plant and equipment
5
2,025,599
2,215,231
735,797
744,708
Right-of-use assets
6
12,484,702
12,628,300
12,484,702
12,628,300
Investment property
7
36,231,697
37,281,697
36,231,697
37,281,697
Investments in subsidiaries
8
-
-
11,709,316
11,709,316
Investments in joint venture
9
31,929,111
30,325,824
-
-
Financial investments
10
447,182
512,284
447,182
512,284
Deferred tax assets
21
56,600
58,710
56,600
58,710
Total non-current assets
83,174,891
83,022,046
61,665,294
62,935,015
Current assets
Inventories - Development project
11
140,570,955
130,670,799
140,766,006
130,862,110
Trade and other receivables
12
3,102,100
2,253,050
1,303,695
1,236,024
Cash and cash equivalents
13
5,002,359
9,750,233
4,411,124
9,133,735
Total current assets
148,675,414
142,674,082
146,480,825
141,231,869
Total assets
231,850,305
225,696,128
208,146,119
204,166,884
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
35
Statements of financial position - continued
As at 31 December
Group
Company
Notes
2022
2021
2022
2021
€
€
€
€
EQUITY AND LIABILITIES
Capital and reserves
Share capital
14
42,831,984
42,831,984
42,831,984
42,831,984
Share premium
14
15,878,784
15,878,784
15,878,784
15,878,784
Property revaluation reserve
15
1,211,132
1,211,132
-
-
Investment fair value reserve
16
15,142
80,244
15,142
80,244
Other reserves
17
1,228,277
-
23,060
23,060
Retained earnings
40,109,439
42,385,388
11,816,306
9,529,042
Total equity
101,274,758
102,387,532
70,565,276
68,343,114
Non-current liabilities
Trade and other payables
18
175,625
5,226,955
175,625
5,226,955
Borrowings
19
62,667,387
49,578,577
62,667,387
49,578,577
Lease liabilities
20
14,237,956
13,784,206
14,237,956
13,784,206
Deferred tax liabilities
21
3,401,718
3,506,718
3,401,718
3,506,718
Total non-current liabilities
80,482,686
72,096,456
80,482,686
72,096,456
Current liabilities
Trade and other payables
18
48,392,395
40,281,692
55,397,691
52,796,866
Borrowings
19
-
9,999,971
-
9,999,971
Lease liabilities
20
1,265,262
632,631
1,265,262
632,631
Current tax liabilities
435,204
297,846
435,204
297,846
Total current liabilities
50,092,861
51,212,140
57,098,157
63,727,314
Total liabilities
130,575,547
123,308,596
137,580,843
135,823,770
Total equity and liabilities
231,850,305
225,696,128
208,146,119
204,166,884
The notes on pages 43 to 97 are an integral part of these financial statements.
The Financial Statements on pages 34 to 97 were authorised for issue by the Board on 25 April 2023. The financial statements were signed on behalf of the entity’s Board of Directors by Alex A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2022 Annual Report and Consolidated Financial Statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
36
Income statements
Year ended 31 December
Group
Company
Notes
2022
2021
2022
2021
€
€
€
€
Revenue
22
3,414,773
9,417,263
2,534,296
8,618,652
Cost of sales
23
(1,339,133)
(5,052,238)
(519,670)
(4,191,613)
Gross profit
2,075,640
4,365,025
2,014,626
4,427,039
Other operating income
28
50,923
46,382
57,886
47,082
Changes in fair value attributable
to investment property
7
(1,050,000)
-
(1,050,000)
-
Administrative expenses
23
(2,483,513)
(2,547,036)
(2,393,261)
(2,471,990)
Operating (loss)/profit
(1,406,950)
1,864,371
(1,370,749)
2,002,131
Finance income
26
11,154
31,725
11,154
31,725
Finance costs
27
(2,711,982)
(2,478,066)
(2,709,960)
(2,476,423)
Dividend income
29
-
50,000
6,839,335
50,000
Share of profit of investment accounted for using the equity method of accounting
9
1,983,510
2,031,297
-
-
(Loss)/profit before tax
(2,124,268)
1,499,327
2,769,780
(392,567)
Tax expense
30
(151,681)
(941,707)
(482,516)
(941,707)
(Loss)/profit for the year
(2,275,949)
557,620
2,287,264
(1,334,274)
Earnings per share
31
(0.011)
0.003
-
The notes on pages 43 to 97 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
37
Statements of comprehensive income
Year ended 31 December
Group
Company
Notes
2022
2021
2022
2021
€
€
€
€
(Loss)/profit for the year
(2,275,949)
557,620
2,287,264
(1,334,274)
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Share of other comprehensive
income attributable to joint venture
accounted for using
the equity method of accounting
17
1,228,277
-
-
-
Losses from changes in fair
value of financial investments
measured at fair value through
other comprehensive income
16
(65,102)
(12,338)
(65,102)
(12,338)
Total other comprehensive income
1,163,175
(12,338)
(65,102)
(12,338)
Total comprehensive income for
the years
(1,112,774)
545,282
2,222,162
(1,346,612)
The notes on pages 43 to 97 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
38
Statements of changes in equity
Property
Investment
Share
Share
revaluation
fair value
Retained
Note
capital
Premium
reserve
reserve
earnings
Total
Group
€
€
€
€
€
€
Balance at 1 January 2021
42,831,984
15,878,784
1,211,132
92,582
41,827,768
101,842,250
Comprehensive income
Profit for the year
-
-
-
-
557,620
557,620
Other comprehensive
income
Items that may be subsequently
reclassified to profit or loss
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
-
(12,338)
-
(12,338)
Total other comprehensive
income
-
-
-
(12,338)
-
(12,338)
Total comprehensive income
-
-
-
(12,338)
557,620
545,282
Balance at 31 December 2021
42,831,984
15,878,784
1,211,132
80,244
42,385,388
102,387,532
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
39
Statements of changes in equity - continued
Property
Investment
Share
Share
revaluation
fair value
Other
Retained
Notes
capital
Premium
reserve
reserve
reserves
earnings
Total
Group
€
€
€
€
€
€
€
Balance at 1 January 2022
42,831,984
15,878,784
1,211,132
80,244
-
42,385,388
102,387,532
Comprehensive income
Loss for the year
-
-
-
-
-
(2,275,949)
(2,275,949)
Other comprehensive
income
Items that may be subsequently
reclassified to profit or loss
Share of other comprehensive
income attributable to joint venture
accounted for using
the equity method of accounting
17
-
-
-
-
1,228,277
-
1,228,277
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
-
(65,102)
-
-
(65,102)
Total other comprehensive
income
-
-
-
(65,102)
1,228,277
-
1,163,175
Total comprehensive income
-
-
-
(65,102)
1,228,277
(2,275,949)
(1,112,774)
Balance at 31 December 2022
42,831,984
15,878,784
1,211,132
15,142
1,228,277
40,109,439
101,274,758
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
40
Statements of changes in equity - continued
Investment
Share
Share
fair value
Other
Retained
Note
capital
premium
reserve
reserves
earnings
Total
Company
€
€
€
€
€
€
Balance at 1 January 2021
42,831,984
15,878,784
92,582
23,060
10,863,316
69,689,726
Comprehensive income
Loss for the year
-
-
-
-
(1,334,274)
(1,334,274)
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
(12,338)
-
-
(12,338)
Total other comprehensive
income
-
-
(12,338)
-
-
(12,338)
Total comprehensive income
-
-
(12,338)
-
(1,334,274)
(1,346,612)
Balance at 31 December 2021
42,831,984
15,878,784
80,244
23,060
9,529,042
68,343,114
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
41
Statements of changes in equity – continued
Investment
Share
Share
fair value
Other
Retained
Note
capital
premium
reserve
reserves
earnings
Total
Company
€
€
€
€
€
€
Balance at 1 January 2022
42,831,984
15,878,784
80,244
23,060
9,529,042
68,343,114
Comprehensive income
Profit for the year
-
-
-
-
2,287,264
2,287,264
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
(65,102)
-
-
(65,102)
Total other comprehensive
income
-
-
(65,102)
-
-
(65,102)
Total comprehensive income
-
-
(65,102)
-
2,287,264
2,222,162
Balance at 31 December 2022
42,831,984
15,878,784
15,142
23,060
11,816,306
70,565,276
The notes on pages 43 to 97 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
42
 
Statements of cash flows
Year ended 31 December
Group
Company
Notes
2022
2021
2022
2021
€
€
€
€
Cash flows from operating activities
Cash (used in)/generated from operations
33
(6,684,383)
99,186
(5,098,409)
1,826,007
Net interest paid
(2,505,903)
(2,254,359)
(2,503,881)
(2,252,716)
Net income tax paid
(117,213)
(548,661)
(117,213)
(548,661)
Net cash used in operating activities
(9,307,499)
(2,703,834)
(7,719,503)
(975,370)
Cash flows from investing activities
Purchase of property, plant and equipment
5
(45,767)
(32,122)
-
-
Dividends received
9
1,608,500
1,425,000
-
50,000
-
Net cash generated from investing activities
1,562,733
1,392,878
-
50,000
Cash flows from financing activities
Proceeds from bank borrowings
19
12,996,863
-
12,996,863
-
Repayment of bank borrowings
19
(9,999,971)
-
(9,999,971)
-
Principal elements of lease payments
6
-
(467,559)
-
(467,559)
Net cash generated from/(used in)
  financing activities
2,996,892
(467,559)
2,996,892
(467,559)
Net movement in cash and cash
equivalents
(4,747,874)
(1,778,515)
(4,722,611)
(1,392,929)
Cash and cash equivalents at
beginning of year
9,750,233
11,528,748
9,133,735
10,526,664
Cash and cash equivalents at
end of year
13
5,002,359
9,750,233
4,411,124
9,133,735
The notes on pages 43 to 97 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
43
Notes to the Financial Statements
1.Summary of significant accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1Basis of preparation
These consolidated Financial Statements include the Financial Statements of MIDI p.l.c. and its subsidiaries. These Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of the land and buildings class of property, plant and equipment, investment property and specific financial assets. The preparation of Financial Statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Group’s accounting policies (see Note 3 – Critical accounting estimates and judgements).
1.1.1Assessment of going concern assumption
The Group has registered a loss of €2.28 million for the financial year ended 31 December 2022 (2021: profit after tax of €0.56 million). The Group’s total assets exceeded its total liabilities by €101,274,758 as at 31 December 2022 (2021: €102,387,532). The Group has reviewed its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments in business as usual circumstances throughout the twelve-month period subsequent to 31 December 2022. In this regard it had previously secured new banking facilities with local banks which are currently being utilised (i) to finance in part ongoing operational expenditure and (ii) to finance the development of the Q3 residential block.
MIDI had no inventory of residential apartments for sale during 2022, reflecting the cyclical nature of the Company’s property development business. Given that the Group’s financial results are very dependant on the contribution generated from the sale of property, the lack of revenues generated from this sector invariably impacts negatively on the Group’s overall financial performance. As a consequence, revenues generated from the sale of property during 2022 amounted to €0.23 million (2021: €6.61 million) resulting in an operating loss from this business segment of €1.13 million (2021: operating profit: €0.69 million).
Revenues arising from the property rental and management segment have increased during 2022 to €3.19 million (2021: €2.81 million) as the Company has terminated all rent concessions related to the COVID-19 period. In fact, revenues from this segment are now largely in line with contracted lease agreements.
The Group’s financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (“MKH”), a jointly-controlled entity accounted for on the basis of the equity method of accounting. The Group’s share of MKH’s profits for 2022 amounted to €1.98 million which is marginally less than the €2.03 million registered in 2021. In 2022, the Group is also accounting for its share of the increase in MKH’s reserves equivalent to €1.23 million (2021: nil), in line with the equity method of accounting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
44
1.Summary of significant accounting policies - continued
1.1Basis of preparation - continued
1.1.1Assessment of going concern assumption - continued
The development of Manoel Island continues to play a prominent part in the Group’s activities. Discussions with Government are ongoing with regards to the specific remedies available in the Deed of Emphyteusis entered into on 15 June 2000 which will help to mitigate in part the impact of the reduction of development volumes resulting from the discovery of archaeological finds on the Manoel Island site. The discovery of these finds had necessitated a revision to the Manoel Island masterplan which resulted in a reduction of development volumes from 127,000sqm to 95,000sqm.
Following the signing of a non-binding memorandum of understanding with AC Enterprises Limited (C49755) in December 2021 to explore the possibility of establishing a joint venture with regards to the Manoel Island development, the Company has continued with intensive negotiations and discussions with the party in question but as yet no transaction has been concluded.
In parallel to the ongoing separate discussions with Government and AC Enterprises Limited, the detailed design process has continued in earnest and the full development application for the Manoel Island development was submitted to the Planning Authority (“PA”) in December 2022.
During the course of 2022, the Company commenced works on the aforementioned Q3 Fortress Gardens residential development, which will be the final development at Tigné Point. This development consists of 63 apartments and underground parking as well as the landscaping, paving and embellishment of the Garden Battery and adjoining areas. Development works are progressing steadily.
In January 2023, the Company launched the Q3 - Fortress Gardens apartments to the market. The market’s response has been very positive with more than 60% of the launched apartments which are currently either subject to a reservation agreement or to a promise of sale agreement.
The Company is cognisant of the fact that the returns of its main projects i.e. that of the Q3 – Fortress Gardens residential development and the Manoel Island development, are not expected to accrue in the short term. In view of this, the Group continues to adopt a prudent approach in its projected cashflow assessments. Based on these assessments, the Group has sufficient liquidity and financial resources to meet all its obligations and expected outflows after considering arrangements with its bankers in respect of sanctioned bank facilities.
In view of the aforementioned projects, the Company continues to assess its liquidity and capital management programmes by: i) monitoring the feasibility of the respective projects based on net cashflows that take into consideration both income streams and project outflows; ii) reviewing the sustainability of the carrying amount of assets allocated to the respective projects; and iii) assessing the appropriate funding mix to be applied to each project.
With the exception of the fair value losses accounted for in 2022 in respect of investment property, which is further described below, the review highlighted above has not given rise to potential indications of impairment of carrying amount of inventories attributable to i) the remaining development at Tigne Point and ii) the overall Manoel Island project. No heightened risk factors have been identified in respect of the latter notwithstanding the judgemental nature of the review process.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
45
1.Summary of significant accounting policies - continued
1.1Basis of preparation - continued
1.1.1Assessment of going concern assumption - continued
During 2022, the Board of Directors has assessed the carrying value of the Group's investment property portfolio and after taking cognisance of the current market conditions and maturity of plans in connection to specific components of property, resolved to adjust downwards the carrying amount of the same investment property portfolio by €1.05 million with a view to align the carrying amount to what have been deemed to be estimated fair values on the basis of observed changes in market prices for specific property elements.
The Group’s projected equity levels are also being assessed in the context of the future project phases, focusing on the relationship between the amount of borrowings and shareholders’ equity.
The emphyteutical deed entered into by the Group with Government earmarks the 31 March 2023 as the date by which the entire development had to be substantially completed. Nonetheless, the same emphyteutical deed provides for extension to the completion date in the eventuality of delays which result from events or circumstances outside the Group’s control. In the course of the development project of Manoel Island and Tigné Point, the Group underwent a number of delays associated with the issue of building permits and encountered site related conditions which were not foreseen at the point in time when the emphyteutical concession was granted. In the light of these circumstances and the contractual obligations emanating from the deed, the Group is currently actively engaged in discussions on this matter with the Government of Malta and on the basis of the ongoing discussions the Board is confident that an outcome which will enable the successful completion of the project will be achieved.
During the financial year 31 December 2022, the impact of the COVID-19 pandemic which had dominated the previous two financial years subsided and the local economy exhibited signals of an economic rebound close to the levels experienced prior to the onset of the pandemic in early months of 2020.
Nonetheless, during the same year, the levels of economic uncertainty were exacerbated again by the geopolitical developments driven by the military conflict between Russia and Ukraine which occurred on the back of pressures which were already being experienced in supply chain disruptions. These new conditions triggered new spiraling inflationary pressures across the world and pushed central banks to increase interest rates to manage demand with a view curb inflation. In March 2023, the international financial sector was hit by a number of adverse developments in the banking industry which compounded the levels of economic uncertainty.
In the light of the above, the Group continues to monitor its cash flow projections to assess the effect of the unfolding economic developments on its operations, with a particular view on the price hikes of a number of commodities including building material, which will need to be procured by the Company to continue with its development works. This factor might in turn be expected to impact the profitability margins on the development and sale of property going forward.
Based on the outcome of the cash flow projections and developments referred to above, the Directors and senior management consider the going concern assumption in the preparation of the Company’s consolidated financial statements as appropriate as at the date of authorisation for issue of the 2022 financial statements. In the opinion of the Directors, taking cognisance of the short-term funding arrangements together with the Group’s long-term liquidity and capital management programmes, there is no material uncertainty which may cast significant doubt on the Group’s ability to continue operating as a going concern.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
46
1.Summary of significant accounting policies - continued
1.1 Basis of preparation - continued
1.1.2Standards, interpretations and amendments to published standards effective in 2022
In 2022, the Group adopted amendments to existing standards that are mandatory for the Group’s accounting period beginning on 1 January 2022. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes to the Group’s accounting policies impacting the Group’s financial performance and position.
1.1.3Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are mandatory for the Company’s accounting periods beginning after 1 January 2022. The Group has not early adopted these revisions to the requirements of IFRSs as adopted by the EU and the Directors are of the opinion that there are no requirements that will have a possible significant impact on the Company’s financial statements in the period of initial application.
1.2 Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Inter-Company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company’s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company’s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
47
1.Summary of significant accounting policies - continued
1.3 Foreign currency translation
(a)Functional and presentation currency
Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated Financial Statements are presented in euro, which is the Company’s functional and the Group’s presentation currency.
(b)Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
1.4 Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings, are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders’ equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset’s original cost is transferred from the revaluation reserve to retained earnings.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
48
1.Summary of significant accounting policies - continued
1.4 Property, plant and equipment - continued
Land is depreciated over the remaining term of property interest. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:
%
Buildings
1
Plant and integral assets:
Electrical and plumbing installations
3 - 8
  Machinery and operational equipment
2 - 15
Plant and equipment
5 - 25
Other integral assets
2
Office equipment, furniture, fittings and other assets
10 - 33.33
Motor vehicles
20
Assets in course of construction are not depreciated.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1.6).
Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to the assets are transferred to retained earnings.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
49
1.Summary of significant accounting policies – continued
1.5 Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property, when such identification is made. Investment property principally comprises land and buildings.
  Investment property is measured initially at its historical cost, including related transaction costs and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete and is suspended if the development of the asset is suspended. After initial recognition, investment property is carried at fair value, representing open market value determined annually. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If the information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections.
Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measurable. The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.
Changes in fair values are recognised in profit or loss. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the Group decides to dispose of an investment property without development, the Group continues to treat the property as an investment property. Similarly, if the Group begins to redevelop an existing investment property for continued future use as investment property, it remains an investment property during the redevelopment.
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1.Summary of significant accounting policies – continued
1.5 Investment property - continued
If an item of property, plant and equipment becomes an investment property because its use has changed, any difference resulting between the carrying amount and the fair value of this item at the date of transfer is treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive income against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss. Upon the disposal of such investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.
Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property’s deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.
For a transfer from inventories to investment property, arising on changes in intended use as evidenced by commencement of an operating lease arrangement rather than sale, any difference between the fair value at the transfer date and its previous carrying amount within inventories shall be recognised in profit or loss.
1.6 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
1.7 Investment in joint venture
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1.Summary of significant accounting policies - continued
1.8 Financial assets
(i)Classification
The group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes.
(ii)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(iii)Measurement
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.  
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1. Summary of significant accounting policies – continued
1.8Financial assets - continued
(iii)Measurement - continued
Debt instruments - continued
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Equity instruments
The group subsequently measures all equity investments at fair value. The group’s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (“ECL”) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a ‘three-stage’ model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9. The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have “low credit risk” at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 – Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
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1.Summary of significant accounting policies - continued
1.8Financial assets - continued
(iv)Impairment - continued
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the entity’s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider ‘low credit risk’ for listed bonds to be an investment grade credit rating with at least one major rating agency.
Trade and other receivables
For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
1.9Inventories – Development project
(iii)Any borrowing costs, including imputed interest, attributable to the development phases of the project.
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1.   Summary of significant accounting policies - continued
1.9Inventories - Development project - continued
The purchase cost of acquiring the land represents the cash equivalent value of the contracted price. This was determined at date of purchase by discounting to present value the future cash outflows comprising the purchase consideration.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
1.10Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Details about the Group’s impairment policies and the calculation of the loss allowance are provided in note 1.8.
1.11Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
1.12Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
1.13Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities are classified as financial liabilities measured at amortised cost which are not at fair value through profit or loss. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.14Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
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1.Summary of significant accounting policies - continued
1.15Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
  
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
1.16Deferred government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions. Government grants related to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs they are intended to compensate.
Government grants related to assets, i.e. in respect of the purchase of property, plant and equipment, are included in liabilities as deferred government grants, and are credited to profit or loss on a straight line basis over the expected lives of the related assets, presented within ‘Other operating income’.
Grants related to income are presented as a deduction in reporting the related expense.
1.17Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
1.18Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
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1.Summary of significant accounting policies - continued
1.18Current and deferred tax - continued
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.19Revenue recognition
Revenue includes rental income, service charges and property management charges, and sale of redeveloped units.
Rental income from operating leases is recognised on a straight-line basis over the lease term. When the Group provides incentives to its tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a reduction of rental income.
Revenue on sale of redeveloped units is recognised when control over the unit has been transferred to the customer, which is considered to be at a point in time, when the customer has taken possession of the unit.
Revenue from service and property management charges is recognised in the accounting period in which control of the services are passed to the customer, which is when the service is rendered. For certain service contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Some property management contracts may include multiple elements of service, which are provided to tenants. The Group assesses whether individual elements of service in contract are separate performance obligations. Where the contracts include multiple performance obligations, and/or lease and non-lease components, the transaction price will be allocated to each performance obligation (lease and non-lease component) based on the stand-alone selling prices. Where these selling prices are not directly observable, they are estimated based on an expected cost plus margin. In the case of fixed price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
Revenue is measured at the transaction price agreed under the contract. Amounts disclosed as revenue are net of variable consideration and payments to customers, which are not for distinct services. This consideration may include discounts, trade allowances, rebates and amounts collected on behalf of third parties. For arrangements that include deferred payment terms that exceed twelve months, the Group adjusts the transaction price for the financing component, with the impact recognised as interest income using the effective interest rate method over the period of the financing.
A receivable is recognised when services are provided as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. 
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1.Summary of significant accounting policies - continued
1.20Leases
1.20.1 Group is the lessee
IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for a consideration. Leases are recognised as a right-of-use asset and a corresponding liability at the commencement date, being the date at which the leased asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
•fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
•amounts expected to be payable by the Group using residual value guarantees;
•the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
•payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for lessees, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
•where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and
•makes adjustments specific to the lease, term and security.
Lease payments are allocated between principal and finance cost. The finance cost is computed so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Finance costs are recognised in profit or loss over the lease period, unless they are capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories.
Right-of-use assets are initially measured at ‘cost’ which, where applicable, comprises the following:
•the amount of the initial measurement of lease liability;
•any lease payments made at or before the commencement date less any lease incentives received;
•any initial direct costs; and
•restoration costs.
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1.Summary of significant accounting policies - continued
1.20Leases - continued
1.20.1 Group is the lessee - continued
Right-of-use assets are subsequently measured at cost, less accumulated depreciation and any accumulated impairment losses, except as highlighted below. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Depreciation is recognised in profit or loss unless it is capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories. Since the Group applies the fair value model to its investment property, it also applies that fair value model to right-of-use assets that meet the definition of investment property.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
1.20.2 Group is the lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature.
1.21Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.
2.Financial risk management
2.1 Financial risk factors
The activities of the Group, of which the Company forms part, potentially expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management, covering risk exposures for all group undertakings, focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the respective company’s financial performance. The parent Company’s Board of Directors provides principles for overall group risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group did not make use of derivative financial instruments during the year.
During 2021, the Company was still assisting the tenants of its commercial properties with rent concessions, albeit at lower levels than in 2020, to help mitigate their cashflow challenges brought about by the COVID-19 pandemic. In 2022 no rent concessions were granted and hence rental revenues for 2022 were mainly in line with the contracted rents within the lease agreements entered into with the Group’s tenants.
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2.Financial risk management - continued
2.1 Financial risk factors - continued
(a)Market risk
(i)Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity’s functional currency. The Group’s revenues, operating and development expenditure and financial assets and liabilities, including financing, are denominated in euro. Accordingly, the Group is not significantly exposed to foreign exchange risk and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(ii)Cash flow and fair value interest rate risk
The Group’s significant instruments which are subject to fixed interest rates comprise bonds issued to the general public (Note 19). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost. The Group’s interest rate risk principally arises from bank borrowings issued at variable rates (Note 19) which expose the Group to cash flow interest rate risk. Management monitors the impact of changes in market interest rates on borrowing costs in respect of these liabilities. Based on this analysis, management considers the potential impact of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. The Group’s operating cash flows are substantially independent of changes in market interest rates.
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group’s major financial assets, and which are subject to the IFRS 9 expected credit loss model. The Group’s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2022
2021
2022
2021
€
€
€
€
Financial assets measured at amortised cost:
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2.Financial risk management - continued
2.1 Financial risk factors – continued
(b)Credit risk - continued
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group’s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers taking into account financial position, past experience and other factors. With respect to HVAC related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management considers also any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The closing credit loss allowances for trade and other receivables as at 31 December 2022 were €72,000 (2021: €72,000).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss was also insignificant.
The Company’s receivables include significant amounts due from subsidiaries arising from transactions with these entities. The Company monitors intra-group credit exposures at individual entity level and ensures timely performance in the context of overall group liquidity management.
As at the end of the financial reporting period, the Group had no significant past due or credit impaired financial assets.   
(c)Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally trade and other payables, borrowings and lease liabilities (refer to Notes 18, 19 and 20). One of the Group’s principal liabilities consists of the liability towards the Government in respect of the temporary emphyteusis, which comprises cash payments and obligations through the performance of restoration and infrastructural works at Manoel Island and Tigné Point. 
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2.Financial risk management - continued
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group’s obligations. The Group’s liquidity risk is managed actively by management. Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash flows from development and operation of the different phases of the project at Tigné Point and Manoel Island. This includes reviewing the matching or otherwise of expected cash inflows and outflows arising from expected maturities of financial instruments in relation to the distinct project phases.
During the current year, the Group has reviewed its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments, also taking cognisance of the prevailing circumstances. Liquidity risk is not deemed significant in the opinion of the Directors, taking into account the short-term funding arrangements together with the Group’s long-term liquidity management programme. More details are disclosed in Note 1.1.1 in this respect.
 
The Group’s trade and other payables (Note 18), other than the liability towards the Government and certain other payables, are principally repayable within one year from the end of the reporting period. Payments received on account under promise of sale agreements do not give rise to cash outflows but would be utilised upon delivery of the related apartments in the expected time bands as disclosed in the related note.
As reflected within the Note 1.1.1, Assessment of going concern assumption, the Group has entered into a non-binding Memorandum of Understanding with AC Enterprises Limited to explore the possibility of establishing a joint venture with respect to the development of Manoel Island. The Group is confident that if an agreement is reached, this will secure the required funding for the realisation of the project which in turn will unlock the underlying value of the project resulting ultimately in a positive material effect on the Group’s cash flows.
The table below analyses the Group’s other principal financial liabilities into relevant maturity groupings based on the remaining period at year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. In relation to the amounts payable to Government, amounts which will be satisfied through the performance of restoration works on major historical sites and the construction of public infrastructure works have been included in the table below since cash outflows would occur in the performance of these obligations. These cash flows have been reflected in the bands below on the basis of the contractual terms of the arrangements (refer to Note 18).
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2.Financial risk management – continued
2.1 Financial risk factors – continued
(c) Liquidity risk - continued
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Group and Company
€
€
€
€
€
At 31 December 2022
Bank borrowings
584,859
584,859
14,751,443
-
15,921,161
4% secured euro bonds
2026
2,000,000
2,000,000
53,139,726
-
57,139,726
Due to Government in
relation to purchase of land
40,511,821
-
-
-
40,511,821
Lease liabilities
1,308,992
654,496
3,313,383
87,149,274
92,426,145
Other non-current liabilities
33,461
24,076
24,524
67,418
149,479
At 31 December 2021
Bank borrowings
10,189,471
-
-
-
10,189,471
4% secured euro bonds
2026
2,000,000
2,000,000
55,139,726
-
59,139,726
Due to Government in
relation to purchase of land
35,317,460
5,050,480
-
-
40,367,940
Lease liabilities
654,496
654,496
2,822,512
88,294,641
92,426,145
Other non-current liabilities
19,009
33,461
46,773
69,244
168,487
2.2 Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt. In view of the prevailing circumstances, the Company will not be paying any dividends subsequent to the end of the reporting period.
The Group 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 (as shown in the statement of financial position) less cash and cash equivalents, other term placements with banks and debt investments. Total capital is calculated as equity, as shown in the statement of financial position, plus net debt. 
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
63
2.Financial risk management – continued
2.2 Capital risk management - continued
Group
Company
2022
2021
2022
2021
€
€
€
€
Total borrowings (Note 19)
62,667,387
59,578,548
62,667,387
59,578,548
Less:
- cash and cash equivalents (Note 13)
(5,002,359)
(9,750,233)
(4,411,124)
(9,133,735)
- financial investments (Note 10)
(247,182)
(312,284)
(247,182)
(312,284)
Net debt
57,417,846
49,516,031
58,009,081
50,132,529
Total equity
101,274,758
102,387,532
70,565,276
68,343,114
Total capital
158,692,604
151,903,563
128,574,357
118,475,643
Gearing ratio
36.2%
32.6%
45.1%
42.3%
The Group manages the relationship between equity injections from shareholders and borrowings, being the constituent elements of capital, as reflected above with a view to managing the cost of capital. The Group maintains its level of capital by reference to its financial obligations and commitments arising from operational requirements in relation to the different phases of the development project.
The Group’s projected equity levels are being assessed in the context of the future project phases, focusing on the relationship between the amount of borrowings and shareholders’ equity. As outlined previously within Note 1.1.1, MIDI Group is reviewing its funding strategy in the context of the timing of the remaining phase of Tigné Point and the overall Manoel Island project to sustain its long-term prospects. In view of the Group’s activities comprised within its liquidity and capital management programmes, the development stage of the distinct phases and the extent of projected borrowings or financing, the capital level as at the end of the financial reporting period is currently deemed adequate by the Directors.
2.3 Fair values of financial instruments not measured at fair value
At 31 December 2022 and 2021 the carrying amounts of financial instruments, comprising cash at bank, receivables, payables, accrued expenses and short-term borrowings approximated their fair values in view of the nature of the instruments or their short-term maturity.
The fair value of non-current financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The fair value of the Group’s bank borrowings (Note 19) as at the end of the reporting period is not materially different from the carrying amounts. The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments’ contractual interest rates, are deemed observable and accordingly these fair value estimates have been categorised as Level 2 within the fair value measurement hierarchy required by IFRS 7, ‘Financial Instruments: Disclosures’. 
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
64
2.Financial risk management – continued
2.3 Fair values of financial instruments not measured at fair value - continued
The Directors have assessed the fair value of the amount due to Government in relation to purchase of land (see Note 18) by reference to the original discount rate applied upon completion of the deed (see Note 11) adjusted by changes recorded since then at end of the reporting period in the yields to maturity of long term Malta Government securities with tenor similar to the repayment terms of the liability towards the Government. On this basis, the fair value at 31 December 2022 of the amount due to Government with respect to the purchase of land amounted to €38.6 million (2021: €39.1 million). The current market interest rates utilised for fair value estimation are considered observable and accordingly these fair value estimates have been categorised as Level 2.
Information on the fair value of the bonds issued to the public is disclosed in Note 19 to the Financial Statements. The fair value estimate in this respect is deemed Level 1 as it constitutes a quoted price in an active market.
3.Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the Directors the accounting estimates and judgements made in the course of preparing these Financial Statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.
As referred to in Note 7 to the financial statements, the Group’s and Company’s land and buildings component of its investment property is fair valued on the basis of valuation techniques. The Group’s inventories – development project (Note 11) are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
4.Activities of the Group – segment information
Operating segments are reported in a manner consistent with the Group’s own internal reporting.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial information is available. An operating segment’s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the chief operating decision-maker.
The MIDI Consortium was granted a letter of intent by the Government of Malta in December 1992 for the development of the Manoel Island and Tigné Point project. Project negotiations were successfully concluded and a 99-year emphyteutical grant was entered into with Government on 15 June 2000. Works at Tigné Point commenced in 2000. As explained in Note 1.1, the Group is in the process of completing the final phase of development on the Tigné Point.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
65
4.Activities of the Group – segment information - continued
The Group has two operating segments:
•development and sale of property, which comprises primarily the construction and sale of residential units within Tigné Point and Manoel Island Project; and
•property rental and management, which involves the leasing and management of retail space at Pjazza Tigné and the catering units situated at the Foreshore as well as car park operations. In addition, through one of the Group entities, Solutions & Infrastructure Services Limited, services pertaining to HVAC and building technology service are offered and are included in this segment.
The Board of Directors assesses the performance of the segments on the basis of segment operating results, before financing costs and tax impact. The financial information for the reportable segments in relation to the years ended 31 December 2022 and 2021, is as follows:
Development and sale of property
Property rental and management
Group
2022
2021
2022
2021
2022
2021
€
€
€
€
€
€
Segment revenue
229,000
6,611,500
3,185,773
2,805,763
3,414,773
9,417,263
Segment results -
operating (loss)/profit
(1,129,987)
686,329
(276,963)
1,178,042
(1,406,950)
1,864,371
Segment total assets
152,654,044
142,209,345
41,817,609
42,898,442
194,471,653
185,107,787
Segment total liabilities
103,130,170
94,535,093
27,445,377
28,773,503
130,575,547
123,308,596
A reconciliation of segment total assets and liabilities, to the amounts presented in the consolidated financial statements, is as follows:
Group
 
2022
2021
€
€
Total assets
Total assets for reportable segments
194,471,653
185,107,787
Unallocated items
37,378,652
40,588,341
Consolidated total assets
231,850,305
225,696,128
Total liabilities
Total liabilities for reportable segments
130,575,547
123,308,596
Unallocated items
-
-
Consolidated total liabilities
130,575,547
123,308,596
The Group’s revenues are derived from operations carried out principally in Malta. Considering the nature of the Group’s activities, its non-current assets are predominantly located in Malta.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
66
4.Activities of the Group – segment information – continued
In 2022, the Group generated revenue amounting to €649,736 and €546,403 from two customers representing 19% and 16% of the Group’s revenue respectively. These revenues are attributable to the property rental and management segment. In 2021, the Group generated revenue amounting to €3.9 million, €1.3 million and €1.0 million from three customers representing 41%, 14% and 10% of the Group’s revenue respectively. These revenues were attributable to development and sale of property segment.
Other disclosures in terms of the requirement of IFRS 8, ‘Operating Segments’ were not deemed necessary in the context of the amounts disclosed in the table above and the nature of such measures, taking into account the business of the respective segment.
5.Property, plant and equipment
 
Land and
buildings
Plant and
integral
assets
Office
equipment,
furniture and
fittings
Total
€
€
€
€
Group
At 1 January 2021
Cost
1,376,582
7,926,489
2,069,312
11,372,383
Accumulated depreciation and
impairment losses
(625,264)
(6,339,028)
(1,979,127)
(8,943,419)
Net book amount
751,318
1,587,461
90,185
2,428,964
Year ended 31 December 2021
Opening net book amount
751,318
1,587,461
90,185
2,428,964
Additions
-
15,132
16,990
32,122
Depreciation charge
(8,879)
(202,665)
(34,311)
(245,855)
Closing net book amount
742,439
1,399,928
72,864
2,215,231
At 31 December 2021
Cost
1,376,582
7,941,621
2,086,302
11,404,505
Accumulated depreciation and
impairment losses
(634,143)
(6,541,693)
(2,013,438)
(9,189,274)
Net book amount
742,439
1,399,928
72,864
2,215,231
Year ended 31 December 2022
Opening net book amount
742,439
1,399,928
72,864
2,215,231
Additions
-
16,975
28,792
45,767
Depreciation charge
(8,879)
(197,153)
(29,367)
(235,399)
Closing net book amount
733,560
1,219,750
72,289
2,025,599
At 31 December 2022
Cost
1,376,582
7,958,596
2,115,094
11,450,272
Accumulated depreciation and
impairment losses
(643,022)
(6,738,846)
(2,042,805)
(9,424,673)
Net book amount
733,560
1,219,750
72,289
2,025,599
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
67
5.Property, plant and equipment - continued
Plant and integral assets represent the investment by Solutions & Infrastructure Services Limited, a subsidiary, in an HVAC plant. As at 31 December 2022, the value in use is estimated on the basis of average annual net operating cash inflows of €222,000 and a discount rate of 8%.
The Directors have assessed the fair values of land and buildings at 31 December 2022 and 2021, which fair values were deemed to fairly approximate the carrying amounts. No adjustments to carrying amounts have been recognised in respect of the property since initial recognition, taking cognisance of the nature and existing use of the property.
Hence the Group’s land and buildings are stated at amounts which are equivalent to those presented on the historical cost basis, as follows:
2022
2021
€
€
Cost
1,376,582
1,376,582
Accumulated depreciation
(643,022)
(634,143)
Net book amount
733,560
742,439
Group borrowings are secured on the Group’s property, plant and equipment (Note 19).
Office
equipment,
Land and
furniture and
buildings
fittings
Total
Company
€
€
€
At 1 January 2021
Cost
1,376,582
353,346
1,729,928
Accumulated depreciation
(625,264)
(351,045)
(976,309)
Net book amount
751,318
2,301
753,619
Year ended 31 December 2021
Opening net book amount
751,318
2,301
753,619
Depreciation charge
(8,879)
(32)
(8,911)
Closing net book amount
742,439
2,269
744,708
At 1 January 2022
Cost
1,376,582
353,346
1,729,928
Accumulated depreciation
(634,143)
(351,077)
(985,220)
Net book amount
742,439
2,269
744,708
Year ended 31 December 2022
Opening net book amount
742,439
2,269
744,708
Depreciation charge
(8,879)
(32)
(8,911)
Closing net book amount
733,560
2,237
735,797
At 31 December 2022
Cost
1,376,582
353,346
1,729,928
Accumulated depreciation
(643,022)
(351,109)
(994,131)
Net book amount
733,560
2,237
735,797
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
68
6.Right-of-use assets
IFRS 16, ‘Leases’ establishes the principles for the recognition, measurement, presentation and disclosure of leases. The model requires the lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. IFRS 16 also influences the income statement as a result of the replacement of operating lease rental expenditure by an interest cost on the lease liability and, unless an alternative measurement model is applied to subsequently measure the right-of-use asset, by amortisation of the right-of-use asset.
On adoption of IFRS 16, the Group recognised lease liabilities in relation to ground rent payable to the Government of Malta under the terms of the emphyteutical deed attributable to land at Manoel Island and Tigné Point, acquired from the Government for the purposes of the development project by virtue of a 99-year emphyteutical grant entered into on 15 June 2000 (Note 11), which ground rent is deemed to be within scope of IFRS 16. These liabilities were measured at the present value of the remaining lease payments, discounted using the interest rate implicit in the lease arrangement. The discount rate applied to the lease liabilities was 7.75%, which is the rate emanating from the deed for the acquisition of the land on title of temporary emphyteusis, entered into with the Government.
Ground rent payable in respect of portions of property which are classified as investment property gives rise to right-of-use assets attributable to investment property, which meet the definition of investment property. Ground rent payable in respect of portions of property which are categorised as inventories gives rise to right-of-use assets attributable to inventories.
Investment property
Inventories - Development Project
Total
€
€
€
Group and Company
At 1 January 2021
Cost
1,245,056
12,015,339
13,260,395
Accumulated depreciation
-
(296,447)
(296,447)
Carrying amount
1,245,056
11,718,892
12,963,948
Year ended 31 December 2021
Opening carrying amount
1,245,056
11,718,892
12,963,948
Derecognition upon sale
-
(192,050)
(192,050)
Depreciation charge
-
(143,598)
(143,598)
Closing carrying amount
1,245,056
11,383,244
12,628,300
At 31 December 2021
Cost
1,245,056
11,823,289
13,068,345
Accumulated depreciation
-
(440,045)
(440,045)
Carrying amount
1,245,056
11,383,244
12,628,300
Year ended 31 December 2022
Opening carrying amount
1,245,056
11,383,244
12,628,300
Depreciation charge
-
(143,598)
(143,598)
Closing carrying amount
1,245,056
11,239,646
12,484,702
At 31 December 2022
Cost
1,245,056
11,823,289
13,068,345
Accumulated depreciation
-
(583,643)
(583,643)
Carrying amount
1,245,056
11,239,646
12,484,702
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
69
6.Right-of-use assets - continued
Ground rent payable by the Group in respect of which right-of-use assets and lease liabilities have been recognised, cover land and property which is classified as Investment Property or Inventories – Development project. Since entering into the deed with the Government of Malta in 2000, the Group has capitalised the ground rent attributable to inventories within the carrying amount of these assets. Subsequent to the adoption of IFRS 16 – Leases, the Group reflects the depreciation charge on the right-of-use assets arising on property elements categorised as inventories and the finance costs on the related lease liabilities within the carrying amount of inventories through capitalisation of such amounts. As disclosed within Note 11, the depreciation charge on the right-of-use assets attributable to inventories, which is capitalised within inventories, amounted to €143,598 for the year ended 31 December 2022 (2021: €143,598) and the interest expense on the related lease liabilities, capitalised within inventories too, amounted to €983,403 (2021: €960,397).
The fair value of the right-of-use assets attributable to investment property as at 31 December 2022 is fairly close to the carrying amount of the assets.
There were no additions to the right-of-use assets during the financial year ended 31 December 2022.
Upon the sale of property elements within Inventories to third parties, in line with the respective deed of sale, the ground rent attributable to the respective portion of the sold property becomes the burden of the new owner. Consequently, this gives rise to the derecognition of the related portion of the right-of-use asset recognised by the Company in respect of Inventories – Development Project.
There were no cash payments for leases in 2022 (2021: €467,559) in respect of ground rent, in view of ongoing discussions with the Government of Malta and potential implications of the developments referred to in Note 11 to the financial statements.
7.Investment property
Group and Company
 
2022
2021
€
€
At 1 January
Cost
32,430,558
32,226,473
Fair value gains
4,851,139
4,851,139
Carrying amount
37,281,697
37,077,612
Year ended 31 December
Opening carrying amount
37,281,697
37,077,612
Transferred from inventories
-
204,085
Changes in fair value (see Note below)
(1,050,000)
-
Closing carrying amount
36,231,697
37,281,697
At 31 December
Cost
32,430,558
32,430,558
Fair value gains
3,801,139
4,851,139
Carrying amount
36,231,697
37,281,697
Rental income from investment property is disclosed in Note 4, presented as segment revenue attributable to the property rental and management segment. 
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
70
7.Investment property - continued
Fair valuation of property
The Group’s investment properties are held for long-term rental yields or for capital appreciation purposes. The Group utilises comparable sales values and discounted cash flow projections as valuation methods to determine the fair value of investment property at 31 December.
The Company is required to analyse non-financial assets carried at fair value by level of the fair value hierarchy within which the recurring fair value measurements are categorised in their entirety (Level 1, 2 or 3). The different levels of the fair value hierarchy have been defined as fair value measurements using:
•Quoted prices (unadjusted) in active markets for identical assets (Level 1);
•Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);
•Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level 3).
All the recurring property fair value measurements at 31 December 2022 use significant unobservable inputs and are accordingly categorised within Level 3 of the fair valuation hierarchy.
The Company’s policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning of the reporting period. There were no transfers between different levels of the fair value hierarchy during the year ended 31 December 2022.
A reconciliation from the opening balance to the closing balance of property for recurring fair value measurements categorised within Level 3 of the value hierarchy, is reflected in the table above.
Valuation processes
The Company’s property is valued by the Directors, generally taking cognisance of professional advice from independent professionally qualified valuers who hold a recognised relevant professional qualification and have the necessary experience in the location and segments of the property being valued. When external valuations are carried out in accordance with this process, the valuer reports directly to the Board of Directors and discussions on the valuation technique, the model utilised and its results, including an evaluation of the inputs to the valuation model, are held at Board level. A new valuation is typically commissioned to an external valuer, whenever, in the opinion of the Board of Directors, new circumstances arise which may suggest that a material change in value in the underlying property has occurred.
At the end of every reporting period, when an external valuation is not carried out, the Directors assess whether any significant changes in actual circumstances and developments have been experienced since the last external valuation. On an annual basis, management updates internally developed valuation models which are based on the discounted cash flow and comparable sales value approaches, for the purpose of ascertaining whether the carrying amount of the key components within the Group’s property portfolio are significantly different from estimated fair values. An adjustment to the carrying amount of the property is only reflected if it has been determined that there has been significant change.
Valuation techniques
In view of a limited number of similar sales and other property transactions, including rentals in the local market, the valuations have been performed using unobservable inputs.
The valuation of the public car parking is performed using the sales comparison approach. The significant input to this approach is a sales price per car space related to transactions in comparable properties located in proximity to the Company’s property.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
71
7.Investment property – continued
Valuation techniques - continued
The valuation of the property elements rented out for retail and other commercial business purposes, is based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms.
The fair value of the other investment properties is determined on the basis of a sales price per square metre, by reference to the sales value of comparable properties within close proximity. This value is adjusted taking into consideration the permits, ancillary facilities in the close proximity of the property and existing commitments.
The Company’s internally developed valuation models, updated annually by management, reflect the valuation techniques referred to above. The internal models at 31 December 2022 take cognisance of the developments in respect of the different investment property elements that occurred during the current year. In this respect, the Board of Directors has assessed the carrying value of the Group's investment property portfolio taking cognisance of the current market conditions and maturity of plans in connection to specific property components. The Board resolved to adjust downwards the carrying amount of the investment property by €1.05 million with a view to aligning the carrying amount to what have been deemed to be estimated fair values on the basis of observed changes in market sales prices for specific property elements.
The information on the significant unobservable inputs (Level 3) utilised within the Company’s internal valuation models as at 31 December 2022 is included below.
Description by class of
Fair value as at 31
Valuation technique
Significant unobservable input
property
December 2022
€
Public car park spaces
18,204,518
sales comparison approach
sales price per car space of €30,000
Property used for retail and
other commercial business
16,073,137
discounted cash flows
aggregate average rental income of circa €691,000, growth rate of circa 3% and discount rate of 7%
Other property
1,980,923
sales comparison approach
average sales price per square metre of €1,960
The higher the sales price per car space/sales price per square metre, the higher the resultant fair valuation. The higher the projected rental income streams and the growth rate, the higher the valuation. The inverse applies for changes in the discount rate.
Group borrowings are secured on the Group’s investment property (Note 19).
The highest and best use of the investment properties referred to above is equivalent to their current use.
8.Investments in subsidiaries
Company
2022
2021
€
€
Cost and carrying amount
At beginning and end of year
11,709,316
11,709,316
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
72
8.Investments in subsidiaries - continued
The subsidiaries at 31 December, whose results and financial position affected the figures of the Group, are shown below:
Percentage
of shares (and
Registered
Class of
voting rights
Group undertaking
Office
shares held
held)
2022
2021
Tigné Contracting Limited
North Shore
Ordinary shares
99.9%
99.9%
Manoel Island,
Gzira, Malta
T14 Investments Limited
North Shore
Ordinary shares
99.9%
99.9%
Manoel Island
Gzira, Malta
Solutions & Infrastructure
North Shore
Ordinary shares
99.9%
99.9%
Services Limited (“SIS”)
Manoel Island
Gzira, Malta
All shareholdings are held directly by MIDI p.l.c., to execute its group business as outlined in Note 4 also through these entities.
The Company had announced in December 2022, that as part of a corporate restructuring exercise, Solutions & Infrastructure Services Limited (“SIS”), the subsidiary, will be amalgamated with the Company during the financial year ending 31 December 2023, by virtue of a merger by acquisition procedure to be carried out in accordance with the provisions of Title II, Chapter III, Part VIII of the Companies Act, 1995. Upon this amalgamation taking effect, the Company shall succeed to all the assets, rights, liabilities and obligations of SIS, which in turn will cease to exist.
9.Investments in joint venture
Group
 
2022
2021
€
€
Year ended 31 December
Opening carrying amount
30,325,824
29,903,027
Share of profit for the year
1,983,510
2,031,297
Share of other comprehensive income
1,228,277
-
Dividends receivable
(1,608,500)
(1,608,500)
Closing carrying amount
31,929,111
30,325,824
At 31 December
Cost
2,000,000
2,000,000
Share of profits and reserves
29,929,111
28,325,824
Carrying amount
31,929,111
30,325,824
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
73
9.Investments in joint venture - continued
The dividends declared by Mid Knight Holdings Limited are payable to T14 Investments Limited, a fully owned subsidiary of the Company. During 2022, the directors of T14 Investments Limited declared a final dividend of €6,839,335 to the Company. Further details are included in Note 29.
The Group’s shares in the joint venture represent:
Percentage
of shares (and
voting rights
Jointly-controlled entity
Registered office
Class of shares held
held)
2022
2021
Mid Knight Holdings Limited
North Shore
Ordinary Shares
50%
50%
Manoel Island
Gzira, Malta
During 2014, the Group entered into a joint venture through T14 Investments Limited (a fully-owned subsidiary of MIDI p.l.c.) in Mid Knight Holdings Limited (the joint venture), which it jointly controls with Benny Holdings Limited. The principal business objective of Mid Knight Holdings Limited, which is not listed, was the development, management and administration of a business centre on the T14 site located at Tigné Point in Sliema.
The Board of Mid Knight Holdings Limited commissioned an independent architect and civil engineer, Mark Montebello, to prepare an open market valuation of its main asset, ‘The Centre’ as at 31 December 2021. The valuation is based on the definition of the market value of a property, by both the Royal Institute of Chartered Surveyors Appraisal and Valuation Manual, and that of the European Council Directive. The fair value of the property has been established by using a comparative approach, focusing on current selling prices and rental values of similar commercial properties in similar localities. In addition to the comparative approach, the fair value of the property is also assessed by reference to a Discounted Cash Flow approach, by considering the projected annual rental revenues and operating costs, applying a long term growth rate and a discount rate to compute net present value. The jointly-controlled entity’s management updates these discounted cash flow assessments on a yearly basis. The estimated fair value of the Temporary Utile Dominium of this property emanating from this assessment does not give rise to adjustments to the carrying amount of the property of Mid Knight Holdings Limited as at 31 December 2022.
The share of results accounted for in the Company’s consolidated financial statements on the basis of the equity method of accounting, represents the share of profit of Mid Knight Holdings Limited principally arising from its rental operations, and the share of other comprehensive income recognised by the jointly-controlled entity in respect of fair value changes of a derivative contract designated as a hedging instrument in a cash flow hedge.
As at 31 December 2022, the Directors reviewed the estimated recoverable amount of the investment and no impairment indicators were identified.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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9. Investments in joint venture – continued
Summarised financial information in respect of Mid Knight Holdings Limited is set out below:
Summarised balance sheet
2022
2021
€
€
Current assets
Cash and cash equivalents
2,223,115
1,677,828
Other current assets
2,803,750
3,729,243
Total current assets
5,026,865
5,407,071
Non-current assets
103,039,567
100,601,997
Current liabilities
Financial liabilities (excluding trade payables)
1,718,748
2,139,839
Other current liabilities
8,861,935
9,256,458
Total current liabilities
10,580,683
11,396,297
Non-current liabilities
Financial liabilities (excluding trade payables)
26,024,644
26,361,124
Other non-current liabilities
7,602,883
7,600,000
Total non-current liabilities
33,627,527
33,961,124
Net assets
63,858,222
60,651,647
Reconciliation to carrying amounts
2022
2021
€
€
Operating net assets 1 January
60,651,647
59,806,052
Profit for the year
3,967,020
4,062,595
Other comprehensive income
2,456,555
-
Dividends paid
(3,217,000)
(3,217,000)
Closing net assets
63,858,222
60,651,647
Group’s share in %
50%
50%
Group’s share in €
31,929,111
30,325,824
Carrying amount
31,929,111
30,325,824
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
75
9. Investments in joint venture – continued
Summarised statement of comprehensive income
2022
2021
€
€
Revenue
6,037,453
6,252,272
Depreciation and amortisation
26,974
36,650
Interest expense
823,288
725,672
Income tax expense
926,334
1,173,197
Profit for the year
3,967,020
4,062,595
Cash flow hedges:
Gains from changes in fair value of derivative instrument
2,477,364
-
Gains reclassified to profit or loss
as reclassification adjustments
(20,809)
-
Other comprehensive income
2,456,555
-
Total comprehensive income
6,423,575
4,062,595
10.Financial investments
Group and Company
2022
2021
€
€
Year ended 31 December
Opening carrying amount
512,284
524,622
Losses from changes in fair value
(65,102)
(12,338)
Closing carrying amount
447,182
512,284
At 31 December
Cost
432,040
432,040
Fair value gains (Note 16)
15,142
80,244
Carrying amount
447,182
512,284
The Group’s financial investments which are measured at fair value through other comprehensive income, consist of equity investments and debt securities.
a)Equity investments amounting to €200,000 (2021: €200,000) represent an interest in an unlisted local private company, Manoel Island Yacht Yard Limited. This equity investment is not held for trading and the Group has irrevocably elected at initial recognition to recognise such investment in the category of financial assets measured at fair value through other comprehensive income.
At the end of the reporting period, the cost of these investments approximates fair value and no movements have been reflected directly in equity in other comprehensive income. 
MIDI p.l.c.
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10.Financial investments - continued
b)Debt securities have a cost amounting to €232,040 (2021: €232,040), and comprise Malta Government securities, listed on the Malta Stock Exchange which are subject to fixed rates of interest ranging from 4.5% to 5.20% and have maturity dates between 2028 and 2031. These investments have been classified at fair value through other comprehensive income, in view of the fact that the assets are held to collect contractual cash flows and to sell such assets. The fair value of the debt securities at the end of the reporting period, amounting to €247,182 (2021: €312,284), is based on the market value of the instruments as quoted on the Malta Stock Exchange. Accordingly the fair value of these financial assets, based on quoted prices in an active market, is categorised as Level 1 within the fair value measurement hierarchy required by IFRS 7.
Considering the nature and amount of such investments, sufficient information on fair values has been provided in this note.
The expected credit loss on the debt securities is considered to be insignificant.
11.Inventories – Development project
The main object of the Group is the development of a large area of land at Manoel Island and Tigné Point, acquired from the Government of Malta for this purpose by virtue of a 99-year emphyteutical grant entered into on 15 June 2000. This development is intended in the main for resale purposes.
The emphyteutical deed entered into by the Group with Government earmarks the 31 March 2023 as the date by which the entire development had to be substantially completed. Nonetheless, the same emphyteutical deed provides for extension to the completion date in the eventuality of delays which result from events or circumstances outside the Group’s control. In the course of the development project of Manoel Island and Tigné Point, the Group underwent a number of delays associated with the issue of building permits and encountered site related conditions which were not foreseen at the point in time when the emphyteutical concession was granted. In the light of these circumstances and the contractual obligations emanating from the deed, the Group is currently actively engaged in discussions on this matter with the Government and on the basis of the ongoing discussions the Board is confident that an outcome which will enable the successful completion of the project will be achieved.
During the year ended 31 December 2022 no residential units were transferred to purchasers since there was no inventory of apartments to sell. This is part of the cyclical nature of the Company’s property development business. The Company is currently developing its final residential offering at Tigne Point known as Q3 – Fortress Gardens which is comprised of 63 apartments and underground parking as well as the landscaping, paving and embellishment of the Garden Battery and adjoining areas. Development works during the year ended 31 December 2022, reflected within the table below, were mainly focused on this final residential development. The Company launched these apartments to the market in January 2023. The market’s response has been very positive with more than 60% of these apartments either subject to a reservation agreement or to a Promise of Sale agreement.
In respect of the Manoel Island project, the Company continues to be in ongoing separate discussions with i) Government with regards to the specific remedies available in the Deed of Emphyteusis which will help to mitigate in part the impact of the reduction of development volumes resulting from the discovery of archaeological finds on the Manoel Island site and ii) AC Enterprises Limited with whom the Company has entered into a Memorandum of Understanding to explore the possibility of establishing a joint venture with regards to the Manoel Island development.
As previously announced, the Planning Authority has approved the Outline Permit for the revised Manoel Island Masterplan on 16 September 2021. This had followed the approval of the Environmental Impact Assessment (‘EIA’) by the Environmental and Resources Authority (‘ERA’). Although the Outline Permit is not itself subject to appeal, the decision by ERA to approve the EIA has been appealed to by third parties. On 10 January 2023, the Environment and Planning Review Tribunal rejected the appeal. The third party appealed at the Court of Appeal following which all avenues of appeal would have been exhausted. Submissions to the Court of Appeal have now been effected by all parties and a judgement is expected in May 2023.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2022
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11.Inventories – Development project – continued
In parallel to the above, the detailed design process has continued in earnest and the full development application for the Manoel Island development was submitted to