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Company Registration Number: C 15836
MIDI p.l.c.
Annual Report and Consolidated
Financial Statements
31 December 2023
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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 - 37
Income statements38
Statements of comprehensive income39
Statements of changes in equity40 - 43
Statements of cash flows44
Notes to the Financial Statements45 - 101
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
1
Directors’ report
The Directors present their annual report and the audited Financial Statements for the year ended 31 December 2023.
Principal activity
The MIDI Group (the “Group”) comprises MIDI p.l.c. (“MIDI” or the “Company”) and two subsidiaries, Tigné Contracting Limited and T14 Investments 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 2023
2
Directors’ report - continued
Review of the business - continued
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
3
Directors’ report - continued
Review of the business - continued
At the public hearing meeting of 14 March 2024 the Planning Board deferred the hearing of this full development application on the basis that Manoel Island lies within the proposed buffer zone for the Valletta World Heritage Site (“WHS”) and it was deemed desirable that a Heritage Impact Assessment (“HIA”) is commissioned on the basis of terms of reference subsequently issued by the Superintendence of Cultural Heritage (“SCH”).
The Group is confident that the proposed development of Manoel Island does not impact the status of the Valletta WHS as the SCH, after having consulted the National World Heritage Technical Committee (“NWHTC”), had not objected to this full development application as part of the consultation process undertaken by the Planning Authority. A decision on this application is expected during the second half of 2024 post completion and submission of the HIA. In the meantime, site preparatory works are ongoing on the Manoel Island site under the supervision of an archaeological monitor. The Company remains confident that the full development permit will be secured.
The Group is confident that the deferral of the hearing referred to above and the consequential potential delays will not affect the investment plans of the prospective investor as outlined in the memorandum of understanding referred to previously.
Furthermore, the Group continues to be engaged in discussions with the Government in connection with the implications that delays and other developments which are outside the control of the same Group have on the timing and realization of the project, and on the basis of such discussions remains confident that an outcome which will enable the successful completion of the project will be achieved.
The Group 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. Furthermore, on the basis of such assessment, the Board of Directors will be recommending the distribution of a dividend during the forthcoming annual general meeting.
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.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
4
Directors’ report - continued
Capital Markets Rule 5.64 - continued
Structure of Capital - continued
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.
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.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
5
Directors’ report - continued
Capital Markets Rule 5.64 - continued
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.
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.
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