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Directors: |
Pier Luca Demajo Georgios Kakouras David Aquilina Peter Hili Geoffrey Camilleri (resigned 4 January 2021) Eddy Vermeir (appointed 4 January 2021) Laragh Cassar
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Secretary: |
Melanie Miceli Demajo (resigned on 31 January 2022) Laragh Cassar (appointed 1 February 2022)
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Registered office: |
Nineteen Twenty -Three, Valletta Road, Marsa MRS 3000 Malta.
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Country of incorporation: |
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Company registration number: |
C 57954
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Auditor: |
Grant Thornton, Fort Business Centre Triq L-Intornjatur, Zone 1, Central Business District, Birkirkara CBD 1050, Malta
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Bankers: |
Bank of Valletta p.l.c., BOV Centre, St. Venera, Malta
HSBC Bank Malta p.l.c., HSBC Head Office, Mill Street, Qormi,
Swedbank AB, Balasta dambis 1A, LV-1048 Riga, Latvia
Luminor Bank AS, Skanstes iela 12, Vidzemes priekðpilsçta, LV-1013 Riga, Latvia
MeDirect Bank (Malta) p.l.c. The Centre, Tigné Point, Sliema, Malta
Banca Comerciala Romana Calea Victoriei nr.15, Sector 3, 030023, Bucharest Romania
BRD – Groupe Société Générale S.A. Bdul Ion Mihalache nr. 1-7, 0111171, Bucharest Romania
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Legal advisor: |
GVZH Advocates, 192, Old Bakery Street, Valletta, Malta
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For the year ended 31 December 2021
2021 was a landmark year for Hili Properties plc. The company successfully raised more than 27 million euros from its first Initial Public Offering, which are being successfully deployed as per the plan presented in our prospectus.
On behalf of the company, I would like to take this opportunity to thank all those shareholders who showed faith in the business through their investment.
Throughout the year we focused our efforts in perusing our overall business purpose - the acquisition and management of strategic diversified low-risk real-estate assets in order to provide stable returns to shareholders through long-term contracted cash flows and asset appreciation. As you will see from this report we are progressing well in the achievement of our targets and find ourselves ahead of what was originally forecasted.
Good governance, proper risk management and efficient decision
making were at the centre of the board’s 13 board meetings as
the members discussed and gave direction on matters such as the
COVID pandemic, our IPO, analysis and acquisitions, and much
more.
Our Audit committee was also extremely active as through its many sessions it ensured that due process was applied to all our transactions.
Overall, the vision and varied expertise of each of our members, coupled with professional follow-through by the executive team has produced the good results seen in this report, but more importantly, has laid healthy foundations for the growth that is to be achieved in the coming years.
Pier Luca Demajo
27 th April 2022
For the year ended 31 December 2021
Overview
2021 was another successful year in which the high quality of our properties demonstrated the strong fundamentals of our portfolio. Our business remained yet again largely insulated from the effects of COVID-19 induced lockdowns while the in-depth market understanding of the countries we operate, kept us on track with our plans. Our strong focus on tenant satisfaction and proactive revenue management helped us deliver resilient performance generating Eur 8,240,539 of revenues.
Through our Initial Public Offering in 2021 we raised more than 27 million euros , an equity issue that is a pivotal part of our strategy for Hili Properties. I would like to sincerely thank every investor both retail and corporate for the trust, in our business model and our team.
Performance 2021 – Core business
Having already taken the necessary precautions in valuing all our properties in 2020, the current financial year was initially planned to be a normalised year. Over the course of 2020 our tenants across the Baltics and Romania had just started experiencing the effects of the pandemic, whereby forced closures from the resident governments had been imposed on them. We stayed connected and ensured constant communication with all our tenants, while we maintained uninterrupted onsite support to ensure that where possible operations were not stalled. We provided discounts supporting tenants that were severely affected, driven by our tenant retention strategy.
Discounts provided for the financial year 2021, were adjusted accordingly as situation started improving in our shopping malls and offices towards the end of the year, thereby reflecting an increase in revenues from rental income in 2021 over the preceding year. It is also worth mentioning that the number of revenues generating properties in 2021 was less than the number of properties generating rental income in 2020, whereby towards the end of the previous financial year we disposed of a subsidiary in the Baltics for which revenues accounted to around Eur145,000.
Earnings before Interest, tax and depreciation (EBITDA) for the current year amount to Eur4,903,707 as compared to our projected numbers in the published 2021 Financial analysis Summary of Eur4,821,000. The improvement in the then forecasted figures arises due to less discounts provided to our tenants, and also indexation of rental agreements.
When comparing our EBITDA to the previous financial year, we are reporting a marginal decline of around Eur235,000 . This decline is mainly attributable to one off expense incurred in respect of our IPO carried out towards the end of the year.
For the second consecutive year, all our properties have been revalued by independent valuators for which a net uplift of Eur2,124,055 was recorded for our investment properties. The additional uplift in value of investment property is arising from real estate assets residing in Malta and in the Baltics. Naturally the net increase in the current year is lower than the net uplifts in the preceding year which explains the decline in net profits from Eur5,212,208 in 2020 to Eur3,759,648 in the current year.
Acquisitions and Strategy
Towards the end of the year, we successfully acquired a newly constructed 19,000 square meter, industrial asset, built on a 55,000 square meter plot, located within the Klaipeda Free Economic Zone, in Lithuania.
This real estate joins our current holding of shopping centres and restaurants in the Baltic states and fits our strategy to diversify our portfolio and our tenant mix. This property, which houses an international blue-chip tenant with the latest technology in production facilities, presents us with a solid, long-term investment.
In line with the promises made in our prospectus, post to the year end the group acquired a 7,863 sqm shopping center in Riga, Latvia, built on 21,580 sqm of land, for a net price of Eur20,000,000 The property is situated in one of Riga’s most densely populated residential areas. The shopping center has been operational for fifteen years and has the benefit of an anchor tenant as well as other successful retail operators.
Looking ahead
Irrespective of global macro issues, which always arise, we own an incredible portfolio of real assets which provide strong cash flow. Having already acquired a prestigious industrial asset towards the end of 2021 and another prime commercial asset in the first quarter of 2022, we remain committed to the execution of our plan, to grow our portfolio of assets responsibly and sustainably across Europe and share its value with all our stakeholders.
Georgios Kakouras
27 th April 2022
Year ended 31 December 2021
The directors present their report and the audited financial statements of the Hili Properties p.l.c. group and holding company for the year ended 31 December 2021.
Principal activities
Performance review
The results of the group for the current year are very much in line with the reported results in the previous year notwithstanding that the group disposed of a subsidiary in 2020, which was not replaced in the current year. Operating profit for the year ended December 2021 amounted to Eur 4,856,825 as compared to Eur 4,981,229 in the preceding year.
In connection with the IPO listing of the group towards the end of 2021, the group has once again engaged external independent valuators for the assessment of all the investment properties in its portfolio. Following this valuation, the group registered net investment income of Eur2,124,055 (2020: Eur3,575,024) .
The group registered a profit before tax from continuing operations of Eur3,759,648 (2020: Eur5,212,208 ). The net assets of the group at the end of 2021 amounted to Eur110,880,921 (2020: Eur62,675,082 ).
During 2021, the company registered a profit before tax of Eur9,081,824 (2020: loss before tax of Eur1,465,466 ).
The net assets of the company at the end of the year amounted to Eur94,261,840 (2020: Eur40,827,142 ).
The group measures the achievement of its objectives through the use of the following other key performance indicators:
Financial performance
The group measures its performance based on EBITDA, which is defined as the group’s profit before depreciation and amortisation, finance income/costs, net investment income/losses and taxation. The EBITDA for the year under review was Eur4,903,707 as compared to Eur5,139,504 in the previous year. The decrease in EBITDA in the current year arises primarily from EBITDA on income generating assets that were disposed in 2020 and not replaced in 2021 (net effect of around Eur134,000 ). In addition, the company also incurred one-off expenses related to its share issue in October which are contributing also to the decrease in the EBITDA generated.
Interest cover for the group is at 1.4 times in 2021 (2020: 1.5 times).
The gearing ratio of the group is monitored on an ongoing basis. The group’s gearing ratio, defined as total debt less cash divided by total equity, stands at 31% compared to 54% in the previous year. The significant movement in the gearing ratio during the year is attributable to the cash available at year end, received through our Initial Public Offering launched in November 2021.
Non-financial performance
Properties occupancy was at 99% as of 31 December 2021 (2020: 95%). This refers to the ratio of leased investment properties in square metres to the total owned investment properties in square metres. The WALT (Weighted Average Lease Term) for the whole portfolio stands at 8.9 years (2020: 9.3yrs).
Hili Properties Plc, as the parent company of the Hili Properties plc group, was successfully listed on the Malta Stock Exchange on the 26 th of October 2021, with the first trading day of its ordinary shares being on 22 December 2021 (“IPO”).
The IPO has resulted in the listing of the Company’s equity and an increase of the issued share capital, with the total number of shares issued of 100,892,700. All shares of the Company are ordinary shares, with a nominal value of Eur0.20 each, and all have the same shareholders’ rights.
The authorised share capital of the Company was increased from Eur60,000,000 to Eur120,000,000 and the issued and called up share capital of the Company was increased from Eur40,400,000 to Eur60,000,000 .
Result and dividends
The result for the year ended 31 December 2021 is shown in the statement of profit or loss and other comprehensive income. The group registered a profit after tax of Eur3,169,199 (2020: Eur4,096,672 ). The holding company registered a profit after tax of Eur8,371,462 (2020: loss after tax Eur1,712,955 ). No dividends were declared by the Company during the years ended 31 December 2021 and 2020.
Effects of COVID-19 Pandemic
As the world is slowly emerging from the disruption caused by the Covid-19 pandemic, the directors continue to monitor the situation to safeguard the interests of the company and its stakeholders. The company's financial performance for 2021 is consistent with that of 2020. To date the company’s operations have not been materially affected and the Company has confirmed to the market that the upcoming bond interest payments in 2022 will be honoured in full. The situation continues to change which may adversely affect the company’s current and future performance and future financial position. The financial statements do not include any adjustments that may be required should the company not realise the full value of its assets and discharge its liabilities in the normal course of business as a result of the prevailing situation.
Effects of Ukraine Conflict
Towards the end of February 2022, the armed conflict between the Russian Federation and Ukraine set in motion a chain of diplomatic efforts and other major geopolitical events which led a number of western nations, including the EU institution and the United States government, to impose a number of sanctions on Russia and Belarus. These current sanctions in place include several restrictive measures of a direct financial nature that are having a significant direct impact on the broad economy of the invading nations, as well as resulting in a downgrading of their sovereign and private debt by international credit rating agencies.
The consequences of these restrictive measures are however also expected to have a significant impact on the economies of the countries implementing such trade restrictions, with a spill-over on the world economy, as uncertainty and market volatility remain high across all industries with increasing tensions and rhetoric on both sides. The cost of doing business is undoubtedly set to rise further, following the initial Covid shocks on the global economy seen in the last couple of years, as the ongoing conflict in Ukraine and Covid-related measures continue to rock global supply chains. Both the International Monetary Fund and the World Bank have indicated that the resulting impact of the conflict to global growth and recovery from Covid effects will be significant. As the price of oil and gas shift upwards due to the war, transport and other procurement costs required for business will also increase. Due to the nature and decisiveness of these restrictive measures, the economic impact globally is expected to be long-lasting, even in the eventuality that the conflict ceases in the immediate future. The dynamics of international trade between the EU, the USA and Asia will change forever.
As things stand at the moment, the Company and the Group are not expected to be directly negatively impacted by the ongoing conflict in Ukraine, considering they hold a portfolio of prime real estate assets. The fact that all assets reside in NATO countries provides extra safeguards, however, management together with the directors, continue to actively monitor all developments taking place internationally in order to take any action that might be necessary in the eventuality that developments in the conflict, start to impact the company’s turnover and business activity.
Events after the end of the reporting period
Following the end of the reporting period, the following post balance sheets even are to be noted:
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On the 28 th of March, 2022 the group acquired 7,863 sqm shopping centre in Riga, Latvia, for a net price of Eur20,000,000.00. The acquisition has been structured as a share sale pursuant to which a subsidiary of the Company incorporated in Latvia (SIA “Premier Estates Ltd” (registration number 40003993068)) acquired 100% of the issued share capital of SIA “SC Stirnu”, incorporated in Latvia (registration number 40203080142).
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On the 31 st March, 2022 the company finalised the final deed on the transfer of shares of Harbour APM, thereby effectively adding to its portfolio around 92,000 sqm of land at Benghajsa.
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Likely future business developments
The directors consider that the year-end financial position was satisfactory and that the group and the holding company are well placed to sustain the present level of activity in the foreseeable future.
Principal risks and uncertainties
The successful management of risk is essential to enable the group to achieve its objectives. The ultimate responsibility for risk management rests with the company’s directors, who evaluate the group’s risk appetite and formulate policies for identifying and managing such risks. The principal risks and uncertainties facing the group and the mitigating factors are included below:
Market and competition
The group operates in a segment which is vulnerable to general market conditions. An increase in the supply of commercial space could impact capital values and income streams of the property portfolio. A higher supply increases the possibility that tenants terminate or elect not to renew their respective lease agreements. An effective and coherent strategy to attend to the tenants’ needs enables the group to sustain and strengthen its relationship with the tenants. The group continues to focus on service quality, monitoring market trends carefully and performance to lessen and manage these risks.
International exposure risk
The group operates in many countries with differing economic, social and political conditions. Changes in current conditions may adversely affect the tenant’s business performance, portfolio fair value, results of operations, financial conditions, or prospects. The group manages such risks by incorporating this risk into its business strategy, i.e. diversification in terms of geography as well as type of industries/sectors.
Fluctuations in property values
The Group is involved in the acquisition and disposal of immovable property. Property values are affected by and may fluctuate, inter alia, as a result of changing demand, changes in general economic conditions, changing supply within a particular area of competing space and attractiveness of real estate relative to other investment choices. The value of the Group’s property portfolios may also fluctuate as a result of other factors outside the Group’s control, such as changes in regulatory requirements and applicable laws (including in relation to taxation and planning), political conditions, the condition of financial markets, potentially adverse tax consequences, interest and inflation rate fluctuations and higher accounting and control expenses. The Group’s operating performance could be adversely affected by a downturn in the property market in terms of capital values.
The valuation of property and property-related assets is inherently subjective. Moreover all property valuations are made on the basis of assumptions which may not prove to reflect the true position. There is no assurance that the valuations of the properties and property-related assets will reflect actual market process.
Significant judgement and estimates
Note 3 to the financial statements provides details in connection with the inherent uncertainties that surround the preparation of the financial statements which requires significant estimates and judgements.
Issuer’s dependence on payments due from Subsidiaries may be affected by factors beyond the Issuer’s control
The Issuer is primarily a holding company and, as such, its assets consist primarily of loans granted to and investments held in Subsidiaries. Consequently, the Issuer is largely dependent on income derived from dividends from Subsidiaries and the receipt of interest and loan repayments from Subsidiaries. In this respect, the operating results of the Subsidiaries have a direct effect on the Issuer’s financial position and therefore the risks intrinsic in the business and operations of the Subsidiaries have a direct effect on the financial prospects of the Issuer.
The dividends, interest payments and loan repayments to be affected by Subsidiaries are subject to certain risks. More specifically, the ability of Subsidiaries to effect payments to the Issuer will depend on the cash flows and earnings of the Subsidiaries, which may be restricted by changes in applicable laws and regulations, by the terms of agreements to which they are or may become party, including the indenture governing their existing indebtedness, if any, or by other factors beyond the control of the Issuer
Dependence on tenants
The Group is dependent on tenants fulfilling their obligations under their lease agreements. The business, revenue and projected profits of the Group would be negatively impacted if tenants failed to honour their respective lease obligations. There can be no assurance that the tenants will honour their obligations, for different reasons such as insolvency, market or economic downturns, operational failure or other reasons which are beyond the Group’s control. Such failure may negatively affect the financial condition of the Group.
The Group is subject to termination of lease agreements
The Group is subject to the risk that tenants may terminate or elect not to renew their respective lease, either due to the expiration of the lease term or due to an early termination of the lease. In cases of early termination by tenants prior to the expiration of the lease term there is a risk of loss of rental income if the tenant is not replaced in a timely manner and/or on similar conditions which in turn could have a material negative effect on the Group’s results of operations.
Risks relating to the potential inability to conclude real estate investments
The Group operates in a competitive environment and therefore the Company’s financial performance and future growth is partly dependent on the Group’s ability to acquire, sell and operate its assets on attractive and sustainable commercial terms. There can be no assurance that the Group will continue to be able to identify and acquire target assets on attractive commercial terms or even at all. Timing of deals is also critical, together with the ability to secure attractive financing. The above may have a material adverse impact on the Company’s future growth and prospects, as well as on its financial performance and its overall financial condition.
Non-Financial Statement
Environmental matters
The group is committed to environmental responsibility, and all subsidiaries within the group has a role to play in living up to that commitment. Efforts are put on areas where the group can have significant impact on critical environmental issues, including climate change, natural resource conservation and waste management. The group invests in innovations that can improve our environmental footprint, besides collaborating with other organizations to raise environmental awareness and work with key suppliers to promote environmentally responsible practices in their operations.
Employee matters
The group provides opportunity, nurtures talent, develops leaders and rewards achievement. The group believes that a team of individuals with diverse backgrounds and experiences, working together in an environment that fosters respect and drives high levels of engagement, is essential to its continuing business success. Performance evaluation systems are employed across the group, using multistage training systems to monitor individual’s development, and set training requirements.
Each of the group’s employees deserves to be treated with fairness, respect, and dignity, providing equal opportunity for employees and applicants. All the group’s employees have the right to work in a place that is free from harassment, intimidation, or abuse, sexual or otherwise, or acts or threats of physical violence. It is committed to diversity and equal opportunities for everyone, respecting the unique attributes and perspectives of every employee, and rely on these diverse perspectives to help the group build and improve the relationships with customers and business partners. The group embraces the diversity of its employees, customers and business partners, and works hard to make sure everyone within the group feels welcome.
The group provides equal treatment and equal employment opportunity without regard to race, colour, religion, sex, age, national origin, disability, sexual orientation, gender identity or any other basis protected by law. In addition, it is committed to providing a safe and healthful working environment for its employees, requiring all employees to abide by safety rules and practices and to take the necessary precautions to protect themselves and their fellow employees. For everyone’s safety, employees must immediately report accidents and unsafe practices or conditions to their immediate supervisors.
Respect for human rights
The group conducts its activities in a manner that respects human rights, taking the responsibility seriously to act with due diligence to avoid infringing on the human rights of others and addressing any impact on human rights if they occur. The group’s commitment to respect human rights is defined in the code of business conduct, which applies to all employees of the group.
The group is committed to provide a safe work environment that fosters respect, fairness, and dignity. Group employees are trained annually on the standard of business conduct.
Anti-corruption and bribery matters
The group’s employees must comply with the group Code of Conduct and Whistle-blower Policy to ensure that all employees are discouraged from any corrupt practices or bribery as well as are incentivised to report any such activities in a direct line with the responsible group supervisor, without fearing reprisals. Every employee is introduced to these policies upon employment and are mandatory to be adhered to it.
The group prohibits all forms of bribery or kickbacks as detailed in the Code of Conduct. All employees, representatives and business partners must fully comply with anti-bribery legislation. To comply with the group policy and anti-bribery laws, no employee should ever offer, directly or indirectly, any form of gift, entertainment, or anything of value to any government official or his or her representatives.
The group is committed to complying with the applicable laws in all countries where it does business. It adopts a Global Anti-Corruption Policy which sets forth its commitment to ensuring that it carries out business in an ethical manner and abides by all applicable anti-bribery and anti-corruption laws in the countries in which it operates by, among other things, prohibiting the giving or receiving of improper payments in the conduct of the business, and by discouraging such behaviour by its business partners.
Grant Thornton Malta have expressed their willingness to continue in office and a resolution for their reappointment will be proposed at the Annual General Meeting.
Directors
The directors that served during the period were
Pier Luca Demajo (Chairman)
Georgios Kakouras
David Aquilina
Peter Hili
Laragh Cassar
Eddy Vermeir (appointed 4 January 2021)
Geoffrey Camilleri (resigned on 4 January 2021)
In accordance with the holding company’s articles of association, all directors are to remain at office.
The Directors declare that to the best of their knowledge, the financial statements included in the Annual Report are prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the European Union and as amended from time to time and these statements give in all material aspects a true and fair view of the assets, liabilities, financial position and results of the Group and that this report includes a fair review of the development and performance of the business and position of the Group, together with a description of the principal risks and uncertainties that it faces.
Approved by the board of directors and signed on its behalf on 27 th April 2022 by:
_______________________________ _________________________
Pier Luca Demajo Chairman |
Georgios Kakouras Director |
Year ended 31 December 2021
The directors are required by the Companies Act (Cap. 386) to prepare financial statements in accordance with generally accepted accounting principles and practices which give a true and fair view of the state of affairs of the company and its group at the end of each financial year and of the profit or loss of the company and its group for the year then ended.
In preparing the financial statements, the directors should:
§ adopt the going concern basis unless it is inappropriate to presume that the company and the group will continue in business;
§ select suitable accounting policies and then apply them consistently;
§ make judgements and estimates that are reasonable and prudent;
§ account for income and charges relating to the accounting period on the accruals basis;
§ value separately the components of asset and liability items; and
§ report comparative figures corresponding to those of the preceding accounting period.
The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the company and the group and which enable the directors to ensure that the financial statements comply with the Companies Act (Cap. 386). This responsibility includes designing, implementing and maintaining such 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. The directors are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
_______________________________ _________________________
Pier Luca Demajo Chairman |
Georgios Kakouras Director |
Introduction
Pursuant to the Capital Market Rules as issued by the Malta Financial Services Authority, Hili Properties 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’ or the ‘ Principles’ ) contained in Appendix 5.1 of the Capital Market Rules.
The adoption of the Code is not mandatory in nature. This notwithstanding, the Directors are strongly of the opinion that the adoption of the Code is in the best interest of the Company, its shareholders and other stakeholders since it provides the necessary framework to ensure that the directors, management, and employees of the company work towards the right set of principles and ethical standards.
The company currently has a corporate decision-making and supervisory structure that is tailored to suit the company’s requirements and designed to ensure the existence of adequate checks and balances within the company, whilst retaining an element of flexibility, particularly in view of the size of the company and the nature of its business. Generally speaking, the company adheres to the Code, except for those identified instances where there exist particular circumstances that, in the view of the Directors are excessive to the nature and size of the Company.
Principle 1: The Board
Principle 3: Composition of the Board
The Board of Directors
The Board of Directors of the company is responsible for the overall long-term direction of the company, in particular in being actively involved in overseeing the systems of control and financial reporting and that the company communicates effectively with the market.
The Board of Directors meets regularly, with a minimum of four times annually, and is currently composed of seven members. Three of the members, being Mr Pier Luca Demajo, Mr David Aquilina and Dr Laragh Cassar are independent from the company or any other related companies.
The members of the board are the following:
Pier Luca Demajo |
Independent Non-Executive Director |
David Aquilina |
Independent Non-Executive Director |
Laragh Cassar |
Independent Non-Executive Director |
Peter Hili |
Non-Executive Director |
Eddy Vermeir (appointed 4 January 2021) |
Non-Executive Director |
Geoffrey Camilleri (resigned 4 January 2021) |
Non-Executive Director |
Georgios Kakouras |
Executive Director |
The Board considers that its size is appropriate, taking into account the size of the Company and its operations. The Board is of the view that it has the required diversity of knowledge, judgment and experience to properly complete its tasks. The competencies of the Directors ranges from industry, financial and legal expertise.
As above set out, the board is composed of a mix of executive and non-executive directors. The presence of Non-Executive Directors on the Board serves to, inter alia, constructively challenge the Executive Directors and management of the Company, and particular focus is made on strategy and the integrity of financial performance and management.
Each presently appointed non-executive director has declared to the Board as stipulated under the Code Provision 3.4 undertaking:
a) |
to maintain in all circumstances his/her independence of analysis, decision and action; |
b) |
not to seek or accept any unreasonable advantages that could be considered as compromising his/her independence; and |
c) |
to clearly express his/her opposition in the event that he/she finds that a decision of the board may harm the Company. |
Principle 2: Chairman and Managing Director
The Chairman of the Company (presently, Mr Pier Luca Demajo) leads the Board and sets its agenda and works closely with the Company Secretary. In addition, the Chairman ensures that the directors receive precise, timely and objective information so that they can take sound decisions and effectively monitor the performance of the Company and that effective communication with shareholders is maintained. The Chairman also encourages active engagement by all directors for discussion of complex or contentious issues. Working hand in hand with the Chairman is the Managing Director, (Mr Georgios Kakouras) who leads the executive management of the Group.
Principle 4: The Responsibilities of the Board
The Board has the first level responsibility for executing the four basic roles of Corporate Governance, namely accountability, monitoring, strategy formulation and policy development. The Board has established a clear internal and external reporting system so that it has access to accurate, relevant and timely information and ensures that management constantly monitor performance and report to its satisfaction. The Board, at least on a quarterly basis, evaluates management’s implementation of corporate strategy and financial objectives by reference to a number of criteria, including projected earnings and other anticipated criteria.
The Board has not developed a formal succession plan for its Managing Director and the directors themselves however is in the process of discussing a manner in which a succession planning process can be implemented.
Principle 5: Board Meetings
Each of the directors has applied the necessary time and attention for the performance of his/her duties to the Company. During 2021, the Board met on thirteen (13) occasions:
Director |
Attendance |
Pier Luca Demajo |
13 out of 13 meetings |
David Aquilina |
12 out of 13 meetings |
Laragh Cassar |
12 out of 13 meetings |
Eddy Vermeir (appointed 4 January 2021) |
12 out of 13 meetings |
Peter Hili |
11 out of 13 meetings |
Georgios Kakouras |
13 out of 13 meetings |
Geoffrey Camilleri (resigned 4 January 2021) |
0 out of 0 meetings |
As a matter of practice, each board meeting to be held throughout the year is scheduled well in advance of their due date and each director is provided with detailed Board papers relating to each agenda item in good time prior to the actual meetings. Board meetings concentrate mainly on strategy, operational performance and financial performance of the Company. After each Board meeting and before the next, Board minutes that faithfully record attendance, key issues and decisions are sent to the directors.
Audit Committee
The Terms of Reference of the Audit Committee are modelled on the principles set out in the Capital Market Rules, including the roles set out in Capital Market Rules 5.127 to 5.130. In addition, unless otherwise dealt with in any other manner prescribed by the Capital Market Rules, the Audit Committee has the responsibility to, inter alia, monitor and scrutinise, and, if required, approve Related Party Transactions, if any, falling within the ambits of the Capital Market Rules and to make its
recommendations to the Board of any such proposed Related Party Transactions. The Audit Committee establishes internal procedures and monitors these on a regular basis. The Committee also has the authority to summon any person to assist it in the performance of its duties, including the Company’s external auditors.
Whilst the Company does not have a permanent internal auditor function within its organisational structure, the Audit Committee has engaged the services of external audit firms to carry out specific internal audit checks, in particular in relation to governance and risk management, information technology and GDPR compliance.
The Audit Committee, is currently composed of the following individuals:
David Aquilina |
Chair & Independent Non-Executive Director |
Laragh Cassar |
Independent Non-Executive Director |
Peter Hili |
Non-Executive Director |
This satisfies the requirement established by the Capital Market Rules that the Audit Committee is composed of non-executive directors, the majority of which being independent.
The Board of Directors assessed the independence of these members and unanimously agreed that in line with good corporate governance, David Aquilina, Peter Hili and Laragh Cassar conduct themselves in an independent and professional manner satisfying the Capital Market Rules.
Furthermore, the Board of Directors considers the audit committee, as a whole, to have the relevant experience in the real estate sector, David Aquilina being considered to be an expert in the real estate business and competent in accounting and/or auditing in terms of the Capital Market Rules. The Chief Financial Officer of the company is also present during the Audit Committee meetings.
The Audit Committee met four (4) times during 2021.
David Aquilina |
4 out of 4 meetings |
Laragh Cassar |
3 out of 4 meetings |
Peter Hili |
4 out of 4 meetings |
Communication with and between the Secretary, top level management and the Committee is ongoing and considerations that required the Committee’s attention were acted upon between meetings and decided by the Members (where necessary) through electronic circulation and correspondence.
Principle 6: Information and Professional Development
The Board appoints the Managing Director. Appointments and changes to senior management are the responsibility of the Managing Director and are approved by the Board. The Board actively considers the professional and technical development of the Board itself, all senior management and staff members. The Managing Director also has systems in place to monitor management and staff morale. Management prepares detailed reviews for each Board meeting covering all aspects of the Company’s business.
On joining the Board, a new director is provided with the opportunity to consult with the executive directors and senior management of the Company in respect of the operations of the Group. Each director is made aware of the Company’s on-going obligations in terms of the Companies Act, the Capital Market Rules and other relevant legislation. Directors have access to the advice and services of the Company Secretary and to the legal counsel of the Company. The Company is also prepared to bear the expense incurred by the directors requiring independent professional advice should they deem it necessary to discharge their responsibilities as directors.
Principle 7: Evaluation of the Board’s Performance
With respect to the year under review, the Board undertook an evaluation of its own performance, the Chairman’s performance and that of its Committees. The Board did not per se appoint a Committee to carry out this performance evaluation but the evaluation exercise was conducted through a questionnaire, copies of which were sent to the Chairman of the Audit Committee and the results were reported to the Chairman of the Board. [No material changes were made to the Company’s structures as a result of the Board evaluation.]
Principle 8: Committees
The required disclosures on the remuneration structure of the company is found in the annual report under ‘Remuneration Statement’.
Furthermore, reference is made to the Non-Compliance section hereunder where disclosure of the non-compliance with the appointment of a remuneration committee and a nomination committee is made.
Principle 9: Relations with Shareholders and with the Market & Principle 10: Institutional Investors
The Company engages in dialogue with the market through a number of measures, including the issuance of timely and information announcements to the market, the holding of meetings with the local stockbroking community and the issuance of press releases. Until the initial public offering of the Company in Q4 of 2021, the Company’s share capital was held privately and therefore it is only after its successful listing of its equity securities, that communication with its shareholders took place in a more formal manner. The Company intends to ensure that all communications are effectively and through additional channels, such as through its annual general meetings, where shareholders will be given the opportunity to have their questions raised and answered.
Principle 11: Conflicts of Interest
The directors are aware that their primary responsibility is always to act in the interest of the Company and its shareholders as a whole irrespective of who appointed them to the Board. Acting in the interest of the Company includes an obligation to avoid conflicts of interest. In such instances, the Company has strict policies in place which allow it to manage such conflicts, actual or potential, in the best interest of the Company. Each director’s service contract contains provisions which require the director to:
a) |
ensure that his/her personal interests do not conflict with the interests of the Company; |
b) |
not carry on, directly or indirectly, business in competition with the Company; |
c) |
not make personal gains or profits from his post without the consent of the Company, or from confidential information; |
d) |
not use any property, information or opportunity of the Company for his own benefit or for the benefit of any third party, |
e) |
not obtain any benefit in connection with the exercise of his powers, except with the consent of the Company in general meeting. |
Furthermore, any director that has a conflict (actual or potential) is required to disclose and record the conflict in full and in time to the Board and is also precluded from participating in a discussion concerning matters in such conflicted matters. Under no circumstance is the conflicted director, permitted to vote on the matter. This requirement is reflected in Article 87.3 of the Company’s Articles of Association. Subject to the provisions of the law, the company may in general meeting, by ordinary resolution, suspend or relax the said provisions of the Articles of Association to any extent or ratify any transaction not duly authorised by reason of a contravention of the said provision.
Principle 12: Corporate Social Responsibility
The Directors also seek to adhere to accepted principles of corporate social responsibility in their management practices of the Company in relation to the Group’s workforce and the community in general.
Within the framework of Corporate Social Responsibility activities, Hili Properties approached the local NGO in Latvia “Youth Resource Center” on 15 November with an offer of cooperation and support. After regular communication, premises in shopping center “Dole” were identified, cost estimate for construction works has been prepared and received, preparation of cooperation agreement in progress, estimated commencement of works – beginning of June 2022. Estimated end of construction works (unless unexpected obstacles arise due to geopolitical situation and possible delays in construction materials) – end of July 2022.
Result – premises for individual and family psychotherapist sessions for teenagers. Area to be covered – families/ teenagers in s/c “Dole” area (at this point there are no such premises in the area), as well as nearby cities of Ikskile (30 km from the capital), Salaspils (27 km from the capital) and Ogre (36 km from the capital).
The Group recognises that its workforce is one of its main assets, essential for achieving its objectives and sustained growth. The Group recognises the need to embed good governance in its day-to-day operations and, for this purpose, has introduced a Code of Conduct that establishes the general guidelines governing the conduct of all its employees in fulfilling their functions and their commercial and professional relations.
As the Covid-19 pandemic wore on, the Group adopted a work-from-home policy with a view to protecting its staff from unnecessary contact and commuting, as well as keeping in line with the Group’s objective to introduce employee friendly measures when it comes to employment flexibility. This strategy proved to be successful with minimal disruptions. The Board of Directors kept developments surrounding the Covid-19 pandemic under constant review, on both a national and international front, with a view to ensuring that any immediate action is taken should it be required.
Non-compliance with the Code
Principle 4 Responsibilities of the Board: Succession Planning
The Board has not developed a formal succession plan for its Managing Director and the directors themselves however is in the process of discussing a manner in which a formal succession plan can be implemented.
Principle 7: Evaluation of the board’s performance
With respect to the year under review, the Board undertook an evaluation of its own performance, the Chairman’s performance and that of its committees. The Board did not per se appoint a committee to carry out this performance evaluation but the evaluation exercise was conducted through a questionnaire, copies of which were sent to the Chairman of the Audit Committee and the results were reported to the Chairman of the Board. No material changes were made to the Company’s structures as a result of the Board evaluation.
Principle 8: Committees
Under the present circumstances the board does not consider it necessary to appoint a remuneration committee and a nomination committee as decisions on these matters are taken at shareholder level.
Internal Control
Organisation
The Group operates through the Board of directors with clear reporting lines and delegation of powers. The Board is responsible for the company’s internal controls as well as their effectiveness and the authority to operate such controls are delegated to the CEO.
Control environment
The Group is committed to the highest standards of business conduct and seeks to maintain these standards across all its subsidiaries.
The group has an appropriate organisational structure for planning, executing, and controlling and monitoring business operations to achieve Group objectives. Lines of responsibility and delegation of authority are documented.
The Group and the individual companies comprising it have implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical control, segregation of duties and reviews by management and external auditors.
Although the Company has not appointed an internal auditor, the Board of Directors believes that the combination of checks and balances on the finance function of the Company, including the remit and responsibilities of the Audit Committee the Company’s finance policies and procedures, as well as the Company’s statutory and legal obligations as a listed entity together of the engagement of independent external auditors, provide adequate and suitable controls that are commensurate with the size and complexity of its business and operations. The Board of Directors will retain this matter under review in the coming year.
Risk identification and assessment
Group management and the Board of Directors are responsible for the identification and evaluation of key risks applicable to their areas of business. These risks are assessed on a continual basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe, and regulatory requirements.
Information and communication
Group companies participate in periodic strategic reviews, which include consideration of long-term financial projections and the evaluation of business alternatives.
Monitoring and corrective action
There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit Committee plans in advance and meets regularly during the year and, within its terms of reference as approved by the MFSA, reviews the effectiveness of the Group’s systems of internal financial controls. The Audit Committee receives reports from management and the independent external auditors.
General Meetings and Shareholders’ Rights
Conduct of general meetings
It is only shareholders whose details are entered into the register of members on the record date that are entitled to participate in the general meeting and to exercise their voting rights. In terms of the Capital Market Rules, the record date falls 30 days immediately preceding the date set for the general meeting to which it relates. The establishment of a record date and the entitlement to attend and vote at general meeting does not, however, prevent trading in the shares after the said date.
In order for business to be transacted at a general meeting, a quorum must be present. In terms of the Articles of Association, 50% of the total voting rights constitutes a quorum. If within half an hour, a quorum is not present, if convened by or upon requisition of the shareholders, the meeting will be dissolved. In any other case, it shall be adjourned to such time and place as determined by the Chairman (not being less than 14 days nor more than 28 days). If at the adjourned meeting, a quorum is not present within thirty minutes, the members present (being not less than two persons) shall constitute quorum. The company is required to give not less than ten (10) clear days’ notice and the notice is required to specify that the Members present as aforesaid shall form a quorum.
At any general meeting, a resolution put to a vote shall be determined and decided by a show of hands, unless a poll is demanded before or on the declaration of the result of a show of hands by;
(i) |
the Chairman of the meeting; or |
(ii) |
by at least three (3) members present in person or by proxy; or |
(iii) |
any member or members present in person or by proxy and representing not less than one tenth of the total voting power of all members having the right to vote at that meeting; or |
(iv) |
a member or members present in person or by proxy holding equity securities conferring a right to vote at the meeting, being equity securities on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the equity securities conferring that right. |
Unless a poll be so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution: PROVIDED that where a resolution requires a particular majority in value, the resolution shall not be deemed to have been carried on a show of hands by the required majority unless there be present at that meeting, whether in person or by proxy, a number of members holding in the aggregate the required majority as aforesaid. A demand for a poll may be withdrawn.
A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
A poll demanded on any question shall be taken either immediately, at any time during the meeting, or at such subsequent time (not being more than thirty days after the date of the Meeting or adjourned Meeting at which the poll is demanded) and place as the Chairman may direct. No notice need be given of a poll not taken immediately. Any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. The demand for a poll may be withdrawn. If a poll is duly demanded it shall be taken in such manner (including the use of ballot or voting papers or ticket) as the Chairman of the Meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
Where a poll is taken at a general meeting of the Company and a request is made by a Shareholder for a full account of the poll, the Company is required to publish the following information on its website by not later than fifteen (15) days after the day of the general meeting at which the voting result was obtained:
a. |
the date of the meeting; |
b. |
the text of the resolution or, as the case may be, a description of the subject matter of the poll; |
c. |
the number of shares for which votes have been validly cast; |
d. |
the proportion of the Company’s issued share capital at close of business on the day before the meeting represented by those votes; |
e. |
the total number of votes validly cast; and |
f. |
the number of votes cast in favour of and against each resolution and, if counted, the number of abstentions. |
Where no Shareholder requests a full account of the voting at a general meeting, it shall be sufficient for the Company to establish the voting results only to the extent necessary to ensure that the required majority is reached for each resolution.
Where voting on a particular item or resolution is conducted by a show of hands rather than by a poll, it shall not be necessary in the case where a Shareholder requests a full account of the voting at a general meeting for the Company to publish the information required by the Capital Markets Rules and it shall be sufficient for the chairman of the meeting to publish a statement indicating:
a. |
the total number of Shareholders entitled to vote present at the meeting; |
b. |
that upon a show of hands at the meeting it appeared that the resolution had either been carried or rejected. |
Proxy
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a person other than a natural person, the hand of an officer or attorney duly authorised. The signature on such instrument need not be witnessed nor must a proxy be a Member of the Company. A Member may not appoint more than one proxy to attend on the same occasion unless such Member is holding shares for and on behalf of third parties in which case he shall be entitled to grant a proxy to each of his clients or to any third party designated by a client. Such Member shall be entitled to cast votes attaching to some of the Shares differently from the others. Proxy forms shall be designed by the Company to allow such split voting.
Deposit of an instrument of proxy shall not preclude a Member from attending and voting in person at the Meeting or any adjournment thereof.
An instrument appointing or revoking a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority shall either (i) be deposited at the Office or at such other place (if any) in Malta as is specified for that purpose in or by way of note to the notice convening the Meeting, or (ii) be transmitted electronically to an electronic address as is specified for that purpose in or by way of note to the notice convening the Meeting, in each case not less than forty-eight hours before the time for holding the Meeting or, if the Meeting be adjourned, not less than forty-eight hours (or such lesser period as the Chairman who adjourned the Meeting may in his discretion determine) before the time for holding the adjourned Meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned Meeting, not less than twenty-four hours before the time appointed for the taking of the poll at which it is to be used, and in default the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the Meeting to which it relates. No instrument of proxy shall be valid after the expiration of twelve months from the date of its execution except at an adjourned Meeting or on a poll demanded at a Meeting or adjourned Meeting in cases where the Meeting was originally held within twelve months from that date.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or interdiction of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, interdiction, revocation or transfer shall have been received by the Company at the Office or such other place (if any) as is specified for depositing the instrument of proxy an hour at least before the commencement of the Meeting or adjourned Meeting or the holding of a poll subsequently thereto at which such vote is given.
Any person which is not a natural person and is a Member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any Meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the Member which he represents as that Member could exercise if it were an individual Member of the Company.
Including items on the agenda
A shareholder or shareholders holding not less than 5% of the issued share capital may include items on the agenda of the general meeting and table draft resolutions for items included on the agenda of a general meeting. Such right must be exercised by the shareholder at least 46 days before the date set for the general meeting to which it relates.
Questions
Shareholders have the right to ask questions which are pertinent and related to the items on the agenda. The Company may provide one overall answer to questions having the same content. An answer to a question is not required where:
a. |
to give an answer would interfere unduly with the preparation for the meeting, involve the disclosure of confidential information or cause prejudice to the business interests of the Company; |
b. |
the answer has already been given on the Company’s website in the form of an answer to a question; |
c. |
it is not in the interests of good order of the meeting that the question be answered; or |
d. |
the Company is unable to provide an immediate reply, provided that such reply is subsequently posted on the website of the Company. |
Electronic voting
In terms of the Articles of Association of the Company, a ll General Meetings of the Company may be held virtual ly in accordance with applicable law and, where applicable, the Capital Markets Rules. The means used for the virtual meeting and the procedure of how Members shall be entitled to attend and vote, and participate in the discussion shall be determined prior to every General Meeting and shall be communicated to all Members in the relevant notice convening such General Meeting.
Further details on the conduct of a general meeting and shareholders’ rights are contained in the Memorandum and Articles of Association of the Company and in line with chapter 12 of the Capital Market Rules.
Signed on behalf of the Board of Directors on the 27 th April, 2022 by:
David Aquilina
Director and Chairman of Audit Committee
In accordance with Capital Market Rule 12.26A, the Company is required to establish a ‘remuneration policy in respect of its directors’ and to grant the right to shareholders to vote on the remuneration policy at the Annual General Meeting (AGM). The Capital Market Rules also require the Company to draw up a remuneration report in accordance with the ‘remuneration policy in respect of its directors’ and with the criteria in Appendix 12.1 ‘Information to be provided in the Remuneration Report’ of the said Capital Market Rules.
In view of the recent listing of the company’s equity security on the official list of the Malta Stock Exchange, the Company will be requesting a vote in respect of the ‘remuneration policy as regards directors’ at the forthcoming AGM. Subsequent to this, the Company will update the remuneration report to ensure conformity with the applicable requirements set out in the Capital Market Rules.
Remuneration Policy - Directors
In the absence of a remuneration committee, the Board determines the framework of the remuneration policy for the members of the Board as a whole. The Board is composed of Executive and Non-Executive Directors.
The maximum annual aggregate emoluments that may be paid to the directors is approved by the shareholders in General Meeting. The Board may approve changes to the fees within the aggregate amount approved by Shareholders at the Annual General Meeting. The total fees paid to directors (in their role as director) is to be entirely represented by a fixed remuneration.
Directors’ emoluments are designed to reflect the directors’ knowledge of the business and time committed as directors to the Company’s affairs.
None of the Directors in their capacity as Directors of the Company shall be entitled to profit sharing, share options, pension benefits, variable remuneration or any other remuneration or related payments from the Company.
Remuneration Policy – Senior Executives
For the purposes of this policy, the senior executives of the Company shall refer to the Managing Director, the Chief Finance Officer (CFO) and the Properties Project Manager (PPM).
The Board shall determine the framework of the overall remuneration policy and individual remuneration arrangements for its senior executives. The Board considers that these remuneration packages, inclusive of a variable and non-variable payment, should be designed to reflect market conditions and to attract appropriate quality executives to ensure the efficient management of the Company. The Board acknowledges that the payment of a variable remuneration has become increasingly important in attracting and maintaining quality staff.
The terms and conditions of employment of each individual within the senior executive team are set out in their respective contracts of employment with the Company. The contracts of employment of the senior executive are made on an indefinite basis. The Managing Director is entitled to a performance bonus calculated by reference to the Company’s audited net profits before tax. – In the case of the CFO and the PPM, additional performance criteria are considered in the entitlement to a bonus. Additionally, the senior executives are entitled to medical insurance cover, an expensed mobile phone and laptop.
Moreover, share options are currently not part of the Company’s remuneration package available to employees of the Company.
2021 Remuneration Report
2021 Directors Remuneration
During the year, the Directors received the following fees:
Director |
Fixed Remuneration |
Variable Remuneration |
Other |
Pier Luca Demajo |
€40,000 |
None |
None |
David Aquilina |
€18,245 |
None |
None |
Laragh Cassar |
€12,173 |
None |
None |
*Peter Hili |
None |
None |
None |
Eddy Vermeir (appointed 4 January 2021) |
None |
None |
None |
Geoffrey Camilleri (resigned 4-01-2021) |
None |
None |
None |
Georgios Kakouras (Managing Director) a. directors’ fees* b. salary as Managing Director |
None €150,000 |
None €57,676 |
None €1,135 |
Total |
€[220,418] |
|
|
The amount paid as directors’ fees is within the limit of €112,000 approved by the Annual General Meeting of the 24 th June 2020.
*Mr Peter Hili, Mr Georgios Kakouras and Eddy Vermeir did not receive any remuneration in respect of their office of director of the Company.
2021 Senior Executives Remuneration
Pier Luca Demajo
Chairman
27 th April 2022
Share capital structure
The Company’s authorised share capital is €120,000,000 divided into one 600,000,000 ordinary shares of €0.20 per share. The Company’s issued share capital is €80,178,540 divided into 400,892,700 ordinary shares of €0.20 per share. All of the issued shares of the Company form part of one class of ordinary shares in the Company, which shares are listed on the Malta Stock Exchange. All shares in the Company have the same rights and entitlements and rank pari passu between themselves.
The following are highlights of the rights attaching to the shares:
Dividends: |
The shares carry the right to participate in any distribution of dividend declared by the Company; |
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Voting rights: |
Each share shall be entitled to one vote at meetings of shareholders; |
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Pre-emption rights: |
In accordance with Article 88 of the Act, should shares of the Company be proposed for allotment for consideration in cash, those shares must be offered on a pre-emptive basis to shareholders in proportion to the share capital held by them immediately prior to the new issue of shares. A copy of any offer of subscription on a pre-emptive basis indicating the period within which this right must be exercised must be delivered to the Registrar of Companies for registration. Provided that such registration shall not be required as long as all the Shareholders of the Company are informed in writing of the offer of subscription on a pre-emptive basis and of the period within which this right shall be exercised. The right of pre-emption may be withdrawn by an extraordinary resolution of the general meeting, in which case, the directors will be required to present to that general meeting a written report indicating the reasons for restriction/withdrawal of the said right and justifying the issue price; |
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Capital distributions: |
The shares carry the right for the holders thereof to participate in any distribution of capital made whether on a winding up or otherwise; |
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Transferability: |
The shares are freely transferable in accordance with the rules and regulations of the Malta Stock Exchange, applicable from time to time; |
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Other: |
The shares are not redeemable and not convertible into any other form of security; |
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Mandatory takeover bids: |
Chapter 11 of the Capital Market Rules, implementing the relevant Squeeze-Out and Sell-Out Rules provisions of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004, regulates the acquisition by a person or persons acting in concert of the control of a company and provides specific rules on takeover bids, squeeze-out rules and sell-out rules. The shareholders of the Company may be protected by the said Capital Market Rules in the event that the Company is subject to a Takeover Bid (as defined therein). The Capital Market Rules may be viewed on the official website of the Malta Financial Services Authority - www.mfsa.com.mt ; |
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Holdings in excess of 5% of the share capital |
On the basis of the information available to the Company as at the 31 December 2021, the following persons hold 5% or more of its issued share capital:
As far as the Company is aware, no other person holds any direct or indirect shareholding in excess of 5% of its total issued share capital. |
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Appointment/Replacement of Directors |
In terms of the memorandum and articles of association of the Company, the directors of the Company shall be appointed by the shareholders in the annual general meeting as follows:
|
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Amendment to the Memorandum and Articles of Association |
In terms of the Companies Act, Cap 386 of the laws of Malta, the Company may by extraordinary resolution at a general meeting alter or add to its memorandum or articles of association. An extraordinary resolution is one where:
If one of the aforesaid majorities is obtained but not both, another meeting shall be duly convened within 30 days to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a shareholder or shareholders having the right to attend and vote at the meeting holding in the aggregate not less than 75% in nominal value of the shares issued by the Company represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares issued by the Company 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. |
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Board Members’ Powers
|
The Directors are vested with the management of the Company, and their powers of management and administration emanate directly from the memorandum and articles of association and the law. 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. In terms of the memorandum and articles of association they may do all such things that are not by the memorandum and articles of association reserved for the Company in general meeting.
In particular, the Directors are authorised to issue shares in the Company with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Directors may from time to time determine, as long as such issue of Equity Securities falls within the authorised share capital of the Company.
Any increase in the issued share capital of the Company shall be decided upon an Ordinary Resolution of the Company. This notwithstanding, the board of directors is authorised to issue shares up to the authorised capital of the Company, subject to the aforementioned pre-emption rights where shares are to be allotted for consideration in cash. |
Save as otherwise disclosed herein, the provisions of Capital Market Rules 5.64.2, 5.64.4 to 5.64.7 and 5.64.11 are not applicable to the Company. There are no disclosures to be made in terms of Capital Market Rule 5.64.10.
Pursuant to Capital Market Rule 5.70.1
Pursuant to an agreement entered into on the 1 January 2014, the Company entered into a management consultancy agreement with Hili Ventures Limited, the major shareholder in the Company. Pursuant to this agreement, Hili Ventures Limited provides consultancy, legal, GDPR, marketing and PR, administrative, IT, HR and other corporate services to the Company. Mr Peter Hili, is a director of the Company and is an indirect shareholder of Hili Ventures Limited. During the year ended 31 December 2021, Hili Ventures Limited received €700,000 in fees as compensation for the services rendered.
Pursuant to Capital Market Rule 5.70.2
Company Secretary: |
Dr Laragh Cassar LL.D. |
Registered Office of Company: |
Nineteen Twenty Three Valletta Road Marsa MRS 3000 Malta
|
Registration No of Company: |
C 57954 |
Telephone: |
(+356) 2568 1200 |
Email Address: |
info@hiliproperties.com |
Approved by the Board of Directors on the 27 th April, 2022 and signed on its behalf by:
Pier Luca Demajo Georgios Kakouras
Chairman Director & CEO
To the best of the knowledge of the directors:
(i) |
the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Issuer and the undertakings included in the consolidation taken as a whole; and |
(ii) |
the Directors’ report includes a fair review of the performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. |
Signed on behalf of the Board of Directors on 27th April 2022 by:
Pier Luca Demajo Georgios Kakouras
Chairman Director & CEO
Statements of financial position31 December 2021
|
|||||
Group |
Holding company |
||||
2021 |
2020 |
2021 |
2020 |
||
Notes |
Eur |
Eur |
Eur |
Eur |
|
ASSETS AND LIABILITIES |
|||||
Non-current assets |
|||||
Intangible assets |
16 |
|
|
15 665 |
15 665 |
Property, plant and equipment |
17 |
|
|
2 415 |
3 295 |
Investment property |
19 |
|
|
2 500 000 |
5 450 000 |
Property held for sale |
23 |
|
|
3 700 000 |
- |
Investment in subsidiaries |
20 |
- |
- |
29 979 939 |
29 977 245 |
Deposit on acquisition of investments |
21 |
|
|
24 500 000 |
24 500 000 |
Loans and receivables |
22 |
|
|
34 919 408 |
19 425 714 |
Trade and other receivables |
24 |
|
|
- |
- |
Deferred tax assets |
30 |
|
|
- |
- |
Right-of-use asset |
18 |
|
|
- |
|
Restricted cash |
32 |
|
|
- |
- |
|
|
95 617 427 |
79 371 919 |
||
Current assets |
|
|
|
||
Loans and receivables |
22 |
|
|
21 794 056 |
9 251 983 |
Trade and other receivables |
24 |
|
|
2 385 730 |
406 098 |
Current tax assets |
|
|
219 940 |
- |
|
Cash in bank and on hand |
32 |
|
|
26 714 686 |
629 986 |
|
|
51 114 412 |
10 288 067 |
||
Total assets |
|
|
146 731 839 |
89 659 986 |
|
|
|
|
|||
Current liabilities |
|||||
Trade and other payables |
25 |
|
|
1 921 507 |
1 685 076 |
Other financial liabilities |
26 |
|
|
2 706 106 |
2 821 073 |
Lease liability |
28 |
|
|
- |
- |
Bank loans and overdrafts |
27 |
|
|
- |
- |
Current tax liability |
|
|
- |
177 313 |
|
|
|
4 627 613 |
4 683 462 |
||
Non-current liabilities |
|
|
|
||
Other financial liabilities |
26 |
|
|
10 570 184 |
7 048 962 |
Bank loans |
27 |
|
|
- |
- |
Other payables |
25 |
|
|
- |
- |
Debt securities in issue |
29 |
|
|
36 709 455 |
36 632 828 |
Lease liability |
28 |
|
|
- |
- |
Deferred tax liabilities |
30 |
|
|
562 747 |
467 592 |
|
|
47 842 386 |
44 149 382 |
||
|
|
|
|
||
Total liabilities |
|
|
52 469 999 |
48 832 844 |
|
|
|
|
|||
Net assets |
|
|
94 261 840 |
40 827 142 |
|
|
|
|
|
|
|
EQUITY |
|
|
|||
Share capital |
31 |
|
|
80 178 540 |
41 592 000 |
Legal reserve |
|
|
- |
- |
|
Other reserves |
( |
- |
(496 331) |
- |
|
Share premium |
|
- |
6 973 027 |
- |
|
Loss offset reserve |
|
|
748 427 |
748 427 |
|
Foreign exchange reserve |
( |
( |
- |
- |
|
Retained earnings/ accumulated (losses) |
|
|
6 858 177 |
(1 513 285) |
|
Equity attributable to owners of the company |
|
|
94 261 840 |
40 827 142 |
|
Non-controlling interests |
- |
|
- |
- |
|
Total equity |
|
|
94 261 840 |
40 827 142 |
These financial statements were approved by the board of directors, authorised for issue on 27 th April 2022 and signed on its behalf by:
_______________________________ _________________________
Pier Luca Demajo Chairman |
Georgios Kakouras Director |
Notes to the financial statements31 December 2021
1. Company information and basis of preparation
|
• |
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the group; |
• |
the group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract |
• |
the group has the right to direct the use of the identified asset throughout the period of use. The group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. |
(i) Measurement and recognition of leases
At lease commencement date, the group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed).
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.
The group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
On the statement of financial position, the group has opted to disclose right-of-use assets and lease liabilities as separate financial statement line items.
Financial instruments
(i) Recognition and derecognition
Financial assets and financial liabilities are recognised when the group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
(ii) Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
- amortised cost
- fair value through profit or loss (FVTPL)
- fair value through other comprehensive income (FVOCI).
In the periods presented the group does not have any financial assets categorised as FVTPL and FVOCI.
The classification is determined by both:
- the entity’s business model for managing the financial asset
- the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within ‘finance costs’, ‘finance income’ or other financial items, except for impairment of trade receivables which is presented within ‘other operating expenses’.
(iii) Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
- they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows;
- the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The group’s cash in bank and on hand, loans and receivables, trade and most other receivables fall into this category of financial instruments.
(iv) Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
The group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
- financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’) and
- financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
(v) Loans receivables and trade and other receivables
The group makes use of a simplified approach in accounting for loans receivables, trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The group assess impairment of loans receivables and trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due.
(vi) Classification and measurement of financial liabilities
The group’s financial liabilities include bank overdraft and loans, debt securities in issue and trade and other payables and other financial liabilities.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within ‘finance costs’ or ‘finance income’.
Impairment testing of goodwill, intangible assets and property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested 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 (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements.
Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.
With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying amount.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for goods sold and services provided in the normal course of business, net of value-added tax and discounts, where applicable.
To determine whether to recognise revenue, the group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied.
The following specific recognition criteria must also be met before revenue is recognised:
(i) Provision of services
Revenue from the provision of services arises mainly from management services provided by the holding company to its subsidiaries. Revenue from these services is recognised in the period in which the services are rendered. For practical purposes, when services are performed by an indeterminate number of acts over a specified period of time, revenue is recognised on a straight-line basis over the specified period unless there is evidence that some other method better represents the stage of completion.
(ii) Rental income
Rental income from operating leases, less the aggregate cost of incentives given to the lessee, is recognised as income in profit or loss on a straight-line basis over the lease term unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense in profit or loss on a straight-line basis over the lease term.
(iii) Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to the asset’s net carrying amount.
Administrative expenses
Administrative expenses are recognised in profit or loss upon utilisation of the service or as incurred.
Borrowing costs
Borrowing costs include the costs incurred in obtaining external financing. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale . Borrowing costs are suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.
Taxation
Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the deferred tax is also dealt with in other comprehensive income or in equity, as appropriate.
Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets, are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
Current tax assets and liabilities are offset when the company has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset when the company has a legally enforceable right to set off its current tax assets and liabilities and 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 which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Employee benefits
The group contributes towards the state pension in accordance with local legislation. The only obligation of the group is to make the required contributions. Costs are expensed in the period in which they are incurred.
Foreign currency translation
The financial statements of the company and the consolidated financial statements of the group are presented in the company’s functional currency, the Euro , being the currency of the primary economic environment in which the company operates. Transactions denominated in currencies other than the functional currency are translated at the exchange rates ruling on the date of transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are re-translated to the functional currency at the exchange rate ruling at period-end. Exchange differences arising on the settlement and on the re-translation of monetary items are dealt with in profit or loss. Non-monetary assets and liabilities denominated in currencies other than the functional currency that are measured at fair value are re-translated using the exchange rate ruling on the date the fair value was determined. Non-monetary assets and liabilities denominated in currencies other than the functional currency that are measured in terms of historical cost are not re-translated. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period, except for differences arising on the re-translation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.
Foreign exchange gains and losses are classified with other operating income or other operating expenses as appropriate, except in the case of significant exchange differences arising on investing or financing activities, which are classified within investment income, investment losses or finance costs as appropriate.
For the purpose of presenting these financial statements, income and expenses (including comparatives) of the group’s foreign operations with functional currency other than the Euro are translated into Euro at the monthly average rate over the reporting period. Assets and liabilities (including comparatives) of the group’s foreign operations are translated to Euro at the exchange rate ruling at the date of the statement of financial position. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into Euro at the closing rate. Exchange differences are recognised in other comprehensive income and accumulated in the ‘foreign exchange reserve’ in equity. Such differences are reclassified from equity to profit or loss in the period in which the foreign operation is disposed of.
Provisions, contingent assets and contingent liabilities
Equity and reserves
Share capital represents the nominal (par) value of shares that have been issued.
Other components of equity include the following:
(i) Foreign exchange reserves - comprises foreign currency translation differences arising from the translation of financial statements of the group’s foreign entities into Euro.
(ii) Other reserves.
Retained earnings/ (accumulated losses) include all current and prior period retained profits. All transactions with owners of the parent are recorded separately within equity.
3. Judgements in applying accounting policies and key sources of estimation uncertainty
Other than as disclosed below, in the process of applying the group’s and company’s accounting policies, the directors have made no judgements which can significantly affect the amounts recognised in the financial statements and, at the end of the reporting period, there were no key assumptions concerning the future, or any other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Fair value of investment properties
The group carries its investment properties at fair value, with changes in fair value being recognised in the statement of profit and loss.
Based on this assessment, the directors are of the opinion that the fair value determined is an appropriate estimate of the fair value at 31 December 2021. Movements in fair value are disclosed in notes 8, 9 and 19.
Investment properties are classified as level 3 of the fair value hierarchy.
Investments in subsidiaries
The company reviews investments in subsidiaries to evaluate whether events or changes in circumstances indicate that the carrying amounts may not be recoverable. At the end of the year there was no objective evidence of impairment in this respect.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions (see Note 2).
4.
5. Segment information
The segment reporting of the group is made in terms of the location which it conducts its business in, as the risks and rates of return are affected predominantly by differences in the services provided in the different locations. The group is currently organised into five main business segments: Malta, Latvia, Estonia, Lithuania and Romania. Each of these operating segments is managed separately as each of these lines requires local resources. All inter segment transfers for management services are carried out on a cost basis.
The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.
Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the year. The group's reportable segments under IFRS 8 are direct sales attributable to each line of business.
The segment reporting of the group is made in terms of the location which it conducts its business in, as the risks and rates of return are affected predominantly by differences in the services provided in the different locations. The group is currently organised into five main business segments: Malta, Latvia, Estonia, Lithuania and Romania. Each of these operating segments is managed separately as each of these lines requires local resources. All inter segment transfers for management services are carried out on a cost basis. The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.
Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the year. The group's reportable segments under IFRS 8 are direct sales attributable to each line of business.
Measurement of operating segment profit or loss, assets and liabilities
Segment profit represents the profit earned by each segment after allocation of central administration costs based on services provided. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. The accounting policies of the reportable segments are the same as the group's accounting policies described in note 2.
Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported below:
Profit before taxation
2021 |
2020 |
|
Eur |
Eur |
|
Total profit for reportable segments |
7 338 739 |
7 781 388 |
Elimination of inter segment profits |
(11 938 480) |
(457 824) |
Unallocated amounts: |
||
Revenue |
69 500 |
69 500 |
Administrative expenses |
(1 994 140) |
(1 488 101) |
Finance costs |
(1 741 627) |
(1 741 627) |
Other unallocated |
12 025 656 |
1 048 872 |
3 759 648 |
5 212 208 |
Included in revenue arising from rental of investment property in Romania are revenues of Eur2,395,135 (2020: Eur1,316,258) which arose from the group’s largest customer. Another customer, located in Latvia, contributed to 16% of the group’s revenue for 2021 amounting to Eur1,221,373 (2020: Eur1,218,069). No other single customer contributed to 10% or more of the group’s revenue for both 2021 and 2020.
Assets
2021 |
2020 |
|
Eur |
Eur |
|
Total assets for reportable segments |
179 866 581 |
130 146 840 |
Elimination of inter segment receivables |
(95 650 510) |
(44 443 410) |
Unallocated amounts: |
||
Non-current assets held for sale |
30 700 000 |
29 950 000 |
Other financial assets |
18 081 |
15 665 |
Loans and receivables |
64 220 477 |
32 916 721 |
Trade and other receivables |
2 603 943 |
418 486 |
Current tax asset |
219 937 |
- |
Cash and cash equivalents |
26 714 685 |
629 986 |
Other unallocated amounts |
2 684 |
4 720 |
208 695 878 |
149 639 008 |
Liabilities
2021 |
2020 |
|
Eur |
Eur |
|
Total liabilities for reportable segments |
125 239 851 |
74 655 947 |
Elimination of inter segment payables |
(101 031 838) |
(49 828 542) |
Unallocated amounts: |
||
Trade and other payables |
2 495 351 |
14 669 251 |
Other financial liabilities |
33 839 398 |
10 189 540 |
Current tax liabilities |
- |
177 312 |
Debt securities in issue |
36 709 455 |
36 632 828 |
Deferred tax liabilities |
562 740 |
467 590 |
97 814 957 |
86 963 926 |
2021 |
Malta 2021 Eur |
Latvia 2021 Eur |
Estonia 2021 Eur |
Lithuania 2021 Eur |
Romania 2021 Eur |
Total 2021 Eur |
Unallocated 2021 Eur |
Eliminations and Adjustments 2021 Eur |
Consolidated 2021 Eur |
Revenue |
1 581 773 |
3 552 221 |
109 996 |
290 697 |
3 128 654 |
8 663 342 |
90 000 |
(512 803) |
8 240 539 |
Unrealised exchange losses |
- |
- |
- |
- |
76 065 |
76 065 |
- |
- |
76 065 |
Profit before tax |
2 352 103 |
3 471 484 |
(7 914) |
(30 726) |
1 553 793 |
7 338 739 |
8 575 522 |
(12 154 614) |
3 759 648 |
Depreciation and amortisation |
880 |
10 590 |
- |
- |
787 |
12 256 |
12 256 |
- |
24 513 |
Investment income |
820 269 |
1 878 888 |
- |
- |
289 837 |
2 988 994 |
11 911 059 |
(11 981 329) |
2 918 724 |
Investment losses |
- |
(235 810) |
(100 000) |
(214 151) |
(122 041) |
(672 002) |
- |
(122 668) |
(794 670) |
Finance income |
404 686 |
274 702 |
7 444 |
2 432 |
81 707 |
770 971 |
1 054 523 |
(1 511 840) |
313 654 |
Finance costs |
(267 527) |
(1 068 556) |
- |
(39 748) |
(1 115 474) |
(2 491 305) |
(2 555 421) |
1 511 840 |
(3 534 886) |
Segment assets |
43 627 582 |
64 145 824 |
2 114 845 |
28 005 053 |
41 973 277 |
179 866 581 |
120 779 806 |
(91 950 510) |
208 695 878 |
Investment property |
25 100 000 |
31 643 841 |
1 600 000 |
25 450 000 |
38 331 882 |
122 125 723 |
2 500 000 |
- |
124 625 723 |
Additions to Investment property |
- |
10 422 |
- |
20 730 000 |
668 000 |
21 408 422 |
- |
- |
21 408 422 |
Segment liabilities |
23 266 246 |
45 642 413 |
926 476 |
30 047 116 |
25 716 451 |
125 598 701 |
73 645 471 |
(101 031 843) |
98 212 329 |
Income tax (expense)/credit |
(610 416) |
(6 304) |
- |
(6 514) |
(182 829) |
(806 062) |
(710 362) |
925 975 |
(590 449) |
2020 |
Malta 2020 Eur |
Latvia 2020 Eur |
Estonia 2020 Eur |
Lithuania 2020 Eur |
Romania 2020 Eur |
Total 2020 Eur |
Unallocated 2020 Eur |
Eliminations and Adjustments 2020 Eur |
Consolidated 2020 Eur |
Revenue |
1 481 986 |
3 223 526 |
109 996 |
282 230 |
2 553 192 |
7 650 929 |
90 000 |
- |
7 740 929 |
Unrealised exchange losses |
- |
- |
- |
- |
99 435 |
99 435 |
- |
- |
99 435 |
Profit before tax |
2 804 866 |
3 339 240 |
91 444 |
497 336 |
1 048 502 |
7 781 388 |
(1 943 768) |
(625 411) |
5 212 209 |
Depreciation and amortisation |
95 055 |
13 043 |
- |
- |
800 |
108 898 |
108 898 |
- |
217 796 |
Investment income |
1 497 936 |
2 062 155 |
- |
- |
166 194 |
3 726 285 |
863 320 |
(780 057) |
3 809 549 |
Investment losses |
- |
(232 922) |
- |
- |
- |
(232 922) |
- |
- |
(232 922) |
Finance income |
252 658 |
361 578 |
7 445 |
6 329 |
(1 598) |
626 412 |
1 161 306 |
(1 607 677) |
180 041 |
Finance costs |
(206 301) |
(1 160 920) |
- |
(27 702) |
(1 091 152) |
(2 486 075) |
(2 647 291) |
1 607 677 |
(3 525 688) |
Segment assets |
34 886 813 |
48 768 561 |
2 139 776 |
5 082 005 |
39 269 685 |
130 146 840 |
63 935 576 |
(43 987 755) |
150 094 661 |
Investment property |
25 100 000 |
38 974 277 |
1 700 000 |
4 860 000 |
36 850 028 |
107 484 305 |
5 450 000 |
- |
112 934 305 |
Additions to Investment property |
128 039 |
74 590 |
- |
- |
869 936 |
1 072 565 |
26 790 |
- |
1 099 355 |
Segment liabilities |
12 395 049 |
33 011 003 |
943 502 |
2 783 392 |
25 527 881 |
74 660 827 |
62 136 515 |
(49 372 887) |
87 424 456 |
Income tax (expense)/credit |
(556 555) |
50 001 |
- |
(78 438) |
(187 930) |
(772 922) |
(247 489) |
- |
(1 020 411) |
6. Revenue
Revenue represents the total invoiced value of services provided and rents receivable during the year, net of any indirect taxes as follows:
8. Investment income
9. Investment losses
10. Finance income
11. Finance costs
12. Profit/(loss) before tax
The analysis of the amounts that are payable to the auditors and that are required to be disclosed is as follows:
Group
Total remuneration payable to the parent company’s auditors in respect of the audit of the financial statements and the undertakings included in the consolidated financial statements amounted to Eur27,000 (2020: Eur21,000 ) and the remuneration payable to the other auditors in respect of the audits of undertakings included in the consolidated financial statements amounted to Eur53,580 (2020: Eur49,656 ). Other fees payable to the parent company’s auditors for tax services and for non-audit services other than tax services amounted to Eur5,136 (2020: Eur29,786 ) and Eur9,818 (2020: Eur18,353 ) respectively.
Holding company
The remuneration payable to the company’s auditors for the audit of the company’s financial statements amounted to Eur 18,500 (2020: Eur 12,750 ). Other fees payable to the company’s auditors for tax services amounted to Eur600 (2020: Eur600) .
13. Key management personnel compensation
The group and the company incurred management fees in relation to the provision of key management personnel services amounting to Eur700,000 (2020: Eur700,000 ) . These management fees were paid to the parent company.
14. Staff costs and employee information
The average number of persons employed during the year, including executive directors, was made up as follows:
15. Income tax expense
Tax applying the statutory domestic income tax rate and the income tax expense for the period are reconciled as follows:
16. Intangible assets
As at 31 December 2021, all intangible assets owned by the group and the company have been put into use.
17. Property, plant and equipment
18. Right-of-use asset
T he following asset has been recognized as right-of-use asset for the group:
The depreciation charge on right-of-use asset was included in administrative expenses. The group has elected to disclose right-of-use assets separately in these financial statements. The information pertaining to the gross carrying amount, depreciation recognized during the year and other movements in right-of-use assets is included in the above table.
19. Investment property
Valuation techniques and inputs
For the fair value of the investment properties located in Malta, which were valued externally, the valuation was determined based on comparable methods. The significant unobservable inputs were the rental yields and rental rates per square metre being derived from the properties.
For the fair value of the investment properties which were all valued externally, the valuation was determined based on comparable methods. The significant unobservable inputs were the rental yields and rental rates per square metre being derived from the properties.
For each valuation for which rental value and capitalisation rate have been determined to be the significant unobservable inputs, the higher the rental value and the lower the capitalisation rate, the higher the fair value. Conversely, the lower the rental value and the higher the capitalisation rate, the lower the fair value. A reasonable change in the unobservable inputs is not expected to result in a material change in the value of the property.
Operating leases – the Group as lessor
Operating leases relate to the investment property owned by the group with lease terms of between 1 to 20 years. The lessee does not have an option to purchase the property at the expiry of the lease period. The rental income earned under operating leases during the year amounted to Eur8,240,539 (2020: Eur7,740,929) .
Direct operating expenses amounting to Eur128,045 (2021: Eur2,866 ) were incurred by the group and the company respectively in relation to the investment property.
Although the risks associated with rights that the Group retains in underlying assets are not considered to be significant, the Group employs strategies to further minimise these risks. For example, ensuring all contracts include clauses requiring the lessee to compensate the Group when a property has been subjected to excess wear-and-tear during the lease term .
At the end of the reporting period, the respective lessees had outstanding commitments under non-cancellable operating leases, which fall due as follows:
20. Investment in subsidiaries
Details of the company’s subsidiaries at 31 December 2021 and 2020 are as follows:
The registered office and principal place of business of the above group undertaking is 4-8 Nicolae Titulescu road, America House, 7th floor, Sector 1, Bucharest, Romania.
The principal activity of the above-mentioned companies is to hold and rent immovable property, with the exception of Hili Estates Holding Company Limited and Hili Properties BV which act as holding companies.
Details of the share capital and reserves and profit for the year of the companies in which the company has direct ownership interest are as follows:
21. Deposit on acquisition of investment
On 25 August 2015, the company entered into a promise of share purchase agreement whereby it undertook to accept, purchase and acquire, 100% shareholding in Harbour (APM) Investments Limited for the sum of Eur25,000,000 . Harbour (APM) Investments Limited is the company that owns the land at Benghajsa measuring circa 92,000m2. In 2015, a 50% deposit was paid. In 2017, Eur12,000,000 of the remaining balance was settled, Eur5,000,000 of which was settled in cash and Eur7,000,000 was settled pursuant to an assignment of debt to Hili Ventures Limited and subsequently capitalised in the share capital of the company.
Both the company and the vendor have the unilateral and unconditional right to rescind the agreement, in which case the deposit already paid of Eur24,500,000 becomes repayable on the demand by the company. The agreement for the share transfer was executed with Harbour (APM) Investments Limited at the end of March 2022.
22. Loans and receivables
The above loans and receivables are unsecured.
Included in loans to subsidiaries is an amount of Eur33,693,717 (2020: Eur 14,194,381 ) which carries interest at the rate of 4.5% per annum. The remaining loans and receivables are interest free.
Amount of Eur 1,225,136 are expected to be realised in 2025 and receivables are interest free.
23. Property held for sale
Property held for sale are investment properties earmarked for sale. It is classified under non- current assets.
24. Trade and other receivables
Trade and other receivables are unsecured, interest free and payable on demand.
25. Trade and other payables
Trade and other payables are unsecured interest free and payable on demand.
26. Other financial liabilities
Included in loan from other related companies is an amount of Eur721,802 (2020: Eur1,721,802) that carries interest at the rate of 5% per annum and is repayable in full by 31st December 2022.
All financial liabilities listed above are unsecured.
Derivative financial instruments of Eur54,402 (2020 – Eur107,000) comprise an interest rate swap whereby one of the subsidiaries of the group had entered into on 22 June 2017 a contract to swap the floating rate on bank borrowings (note 27) to a fixed rate. The interest rate swap is stated at fair value and is classified with financial liabilities classified as held for trading. The amount of Eur54,402 (2020 – Eur107,000) is classified with non- current liabilities.
Amounts due to other related companies of Eur721,802 (2020: Eur1,732,402) bear an interest rate of 5% per annum and will be repaid in full by 31st December 2022.
The remaining amounts owed are interest free and payable on demand and all financial liabilities listed above are unsecured.
27. Bank overdraft and loans
Bank overdraft and loans are payable as follows:
The group’s bank loans facilities bear effective interest at the rates ranging from 2.09% to 4.1% p.a (2020: 3.25% to 4.85%). The group’s bank borrowings facilities amount to Eur52,499,924 (2020: Eur40,840,920 ). The facilities are secured by special hypothecs over the investment property of the group, a general hypothec over the assets of the group, guarantees provided by other related party and a pledge over rent receivable from the group’s tenants.
28. Lease Liability
Lease liabilities are presented in the statement of financial position as follows:
The group has leases for its land used as car park facilities to one of it’s investment property located in Malta and its office space in Latvia. The group does not have any other short-term leases (leases with an effected term of 12 months or less) and leases of low-value underlying assets.
Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of group sales) are excluded from the initial measurement of the lease liability and asset. The group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see note 18). The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 31 December 2021 were as follows:
29. Debt securities in issue
In October 2015, the company issued 370,000 4.5% unsecured bonds of a nominal value of Eur100 per bond. The bonds are redeemable at their nominal value in 2025.
Interest on the bonds is due and payable annually on 16 October of each year.
The bonds are listed on the Official List of the Malta Stock Exchange. The carrying amount of the bond is net of direct issue costs of Eur766,271 which are being amortised over the life of the bond. The market value of debt securities on the last trading day before the statement of financial position date was Eur37,943,500 (2020: Eur37,003,700).
The bond is guaranteed by Harbour (APM) Investments Limited and Hili Estates Limited. The full terms of the guarantee are disclosed in the bond prospectus.
30. Deferred taxation
31. Share capital
On 19 May 2015:
On 27 August 2015:
There were no changes in the share capital of the company during the year ending 31 December 2016.
On 14 November 2017, Eur7,000,000 of the amounts due in relation to the purchase of shares in Harbour (APM) Investments Limited, were assigned to the parent company and subsequently capitalised in the share capital of the company on 28 November 2017 as follows:
On 5 March 2018:
On 8 August 2018:
In 2020:
In 2021:
In October 2021, the company has increased its share capital by an amount of Eur18,408,000 with a nominal value of Eur1.00 per ordinary share. Moreover, in December 2021, the company has raised additional capital through an Initial Public Offering and listing on the Malta Stock Exchange by 100,892,700 ordinary shares, 0.27 each. Total direct share issuance costs incurred amounted to Eur496,131 and shown as other reserves and a deduction to equity. The authorised share capital currently consists of 600,000,000 ordinary shares, Eur0.20 each. The issued share capital consists of 400,892,700 ordinary shares of Eur0.20 each.
As of 31 December 2021, the market price of the ordinary shares on the Malta Stock Exchange was Eur0.27 each.
The Ordinary shares of the company participate equally in any payment of dividends or any distribution and return of capital and carry identical rights and voting rights, as specified in the Memorandum and Articles of Association the Company.
32. Cash and cash equivalents
Cash and cash equivalents included in the statements of cash flows comprise the following amounts in the statement of financial position:
Cash at bank is interest free.
Restricted cash which is not available for use by the group as at 31 December 2021 amounted to Eur1,803,507 ( 2020: Eur1,582,998). This is restricted by the bank in Romania for the duration of the loan of 20 years and is equivalent to the monthly bank loan principal and interest payment due together with amounts deposited as a fund for future refurbishments on the property. Accordingly, this is classified under non-current assets.
33. Reconciliation of liabilities arising from financing activities
The table below details changes in the group’s liabilities arising from financing activities, including, where applicable, both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the statement of cash flows as cash flows from financing activities:
34. Disposal of Subsidiary
On the 27 November 2020, the Group disposed of 100% interest in Tukuma projekts Ltd. An analysis of assets and liabilities over which control was lost is as follows:
The Group made a gain of Eur200,000 from the sale of shares in the subsidiary. No similar sale transaction has occurred in 2021.
35. Acquisition of Subsidiary
On 28 December 2021, the Group acquired 100% interest and control in Indev UAB, a company registered in Lithuania, which owns industrial factory in the Klaipeda Free Economic Zone. The purpose of the acquisition was to expand the portfolio of investment property held by the Group. The consolidated financial statements include the results of the subsidiary from the date of acquisition.
The fair value of the identifiable assets acquired, and liabilities assumed as at the date of acquisition by the Group were:
Acquisition related expenses amounting to Eur104,101 have been excluded from the consideration transferred and have been recognised as part of the investment losses in note 9. No revenues or profits were generated from the date of acquisition until 31 December 2021 since the building purchased had just been constructed and the tenants moved into the building and as from January 2022.
36. Events after the reporting period Following the end of the reporting period, the following post balance sheets even are to be noted:
37. Related party transactions
Hili Properties p.l.c. is
the parent company of the undertakings highlighted in note 20.
The company and the group entered into related party transactions with the parent company and other related parties. The company also entered into related party transactions with its subsidiaries. Other related parties consist of related parties other than the parent, entities with joint control or significant influence over the company, subsidiaries, associates, joint ventures in which the company is venture and key management personnel of the company or its parent.
During the year under review, the company and the group entered into transactions with related parties set out below.
Other related party transactions are disclosed in notes 22, 24, 25 and 26.
No expense has been recognised in the period for bad or doubtful debts in respect of amounts due from related parties and there are no provisions for doubtful debts in respect of outstanding amounts due from related parties.
Key management personnel compensation is disclosed in note 13 and recharges of staff costs to related parties are disclosed in note 14. Contingent liabilities are disclosed in note 38.
During 2021 and 2020, no tax losses were surrendered to the holding company by the parent company.
No guarantees have been given or received. The terms and conditions in respect of the related party balances do not specify the nature of the consideration to be provided in settlement.
38. Contingent liabilities
The group and the company had no contingent liabilities as at 31 December 2021 and 2020.
39. Capital commitments
40. Fair values of financial assets and financial liabilities
At 31 December 2021 and 2020 the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short-term maturities of these assets and liabilities.
The fair values of the debt securities in issue are disclosed in note 29. The fair values of the other non-current financial liabilities and the non-current financial assets, other than investments in subsidiaries, are not materially different from their carrying amounts due to the fact that the interest rates are considered to represent market rates at the year end. The fair values of the financial assets and financial liabilities included in the level 2 and level 3 categories below have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects a market rate of interest and the credit risk of counterparties.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; - Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and - Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the company and the group determines when transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period.
The following table provides an analysis of financial instruments that are not measured subsequent to initial recognition at fair value, other than those with carrying amounts that are reasonable approximations of fair value, and other than investments in subsidiaries, associates and jointly controlled entities, grouped into Levels 1 to 3.
41. Financial risk management
The exposures to risk and the way risks arise, together with the group’s and company’s objectives, policies and processes for managing and measuring these risks are disclosed in more detail below. The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development. Where applicable, any significant changes in the group’s and company’s exposure to financial risks or the manner in which the group and company manage and measure these risks are disclosed below.
Where possible, the group and company aim to reduce and control risk concentrations. Concentrations of financial risk arise when financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors.
The amount of the risk exposure associated with financial instruments sharing similar characteristics is disclosed in more detail in the notes to the financial statements.
Credit risk
Financial assets which potentially subject the group and the company to concentrations of credit risk consist principally of loans, receivables and cash at bank.
Loans and receivables are presented net of an allowance for doubtful debts. An allowance for doubtful debts is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
Loans and receivables and certain trade receivables comprise amounts due from related parties. The company’s concentration to credit risk arising from these receivables are considered limited as there were no indications that these counterparties are unable to meet their obligations. Management considers these to be of good credit quality. Management does not consider loans and receivables to have deteriorated in credit quality and the effect of management’s estimate of the 12-month credit loss has been determined to be insignificant to the results of the company.
Management considers the credit quality of these financial assets as being acceptable.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-rating assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the company’s maximum exposure to credit risk without taking account of the value of any collateral obtained. Contingent liabilities are disclosed in note 38, and no guarantees are held by the group.
Interest rate risk
The group and the company granted and received interest-bearing loans as disclosed in notes 22, 26 and 27. The interest rates thereon and the terms of such borrowings are disclosed accordingly. Where applicable, the interest rates on cash at bank are disclosed in note 32. The group is exposed to cash flow interest rate risk on borrowings and debt instruments carrying a floating interest. Management monitors the movement in interest rates and, where possible, reacts to material movements in such rates by restructuring its financing structure.
Sensitivity analysis
The group has used a sensitivity analysis technique that measures the change in cash flows of the group’s bank borrowings, net of cash at bank and on hand, at the end of the reporting period for hypothetical changes in the relevant market risk variables. The sensitivity due to changes in the relevant risk variables is set out below.
The amounts generated from the sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions. Actual results in the future may differ materially from those projected results due to the inherent uncertainty of global financial markets. The sensitivity analysis is for illustrative purposes only, as in practice market rates rarely change in isolation and are likely to be interdependent.
The estimated change in cash flows for changes in market interest rates are based on an instantaneous increase or decrease of 50 basis points at the end of the reporting period, with all other variables remaining constant.
The sensitivity of the relevant risk variables is as follows:
The sensitivity on profit or loss in respect of market interest rates is mainly attributable to bank loans.
Liquidity risk
The group monitors and manages its risk to a shortage of funds by maintaining sufficient cash, by matching the maturity of both its financial assets and financial liabilities and by monitoring the availability of raising funds to meet commitments associated with financial instruments.
The group is in a net current assets position of Eur34,611,131 (2020: current liability position of Eur4,541,767). The positive position being shown at the end of the current year is attributable to the cash obtained from the Initial Public Offering launched, towards the end of the year.
The following maturity analysis for financial liabilities shows the remaining contractual maturities using the contractual undiscounted cash flows on the basis of the earliest date on which the company can be required to pay. The analysis includes both interest and principal cash flows.
Currency risk
Foreign currency transactions arise when the group buys or sells goods or services whose price is denominated in foreign currency, borrows or lends funds when the amounts payable or receivable are denominated in a foreign currency or acquires or disposes of assets, or incurs or settles liabilities, denominated in foreign currency.
The risk arising from foreign currency transactions is managed by regular monitoring of the relevant exchange rates and management’s reaction to material movements thereto.
The functional currency of all the subsidiaries, except one of the Romanian entries, was the Euro both in the current year and in the prior year. The translation of Romania entity, which has the Romanian Lei as its functional currency, is recognised in the group’s other comprehensive income in accordance with the group’s accounting policies.
Capital risk management.
The groups and the company’s objective when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the group and the company consists of debt, which includes the borrowings disclosed in notes 26, 27 and 29, cash and cash equivalents as disclosed in note 32 and of items presented within equity in the statement of financial position.
The group’s directors manage the capital structure and adjust in the light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the group balances its overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt.
Independent auditor’s report
To the shareholders of Hili Properties p.l.c.
Report on the audit of the financial statements
Opinion We have audited the financial statements of Hili Properties p.l.c. (the “Company”) and of the Group of which it is the parent, which comprise the statements of financial position as at 31 December 2021, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and the Group as at 31 December 2021, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU), and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “Act”).
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit, we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. The non-audit services that we have provided to the Company and the Group during the year ended 31 December 2021 are disclosed in note 12 to the financial statements.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Fair value of investment properties and properties held for sale Key audit matter The carrying amounts of the Group’s and the Company’s investment properties carried at fair value as at 31 December 2021 amount to € 124.6 million and € 2.5 million respectively, and the carrying amount of the Group’s and the Company’s properties held for sale also carried at fair value at the end of the reporting period amount to €12.0 million and € 3.7 million respectively. Management determined the fair values through internal assessment made by the directors by reference to external independent valuations made during the period or other information.
The fair value of investment properties and properties held for sale were significant in our audit because the amounts are material to the consolidated financial statements of the Group and financial statements of the Company and that the processes of determining the fair values involve significant judgement and estimates.
The method and assumptions used in determining the fair value of investment properties is fully described in notes 3 and 19 of the financial statements.
How the key audit matter was addressed in our audit Our valuation specialists evaluated the suitability and appropriateness of the valuation methodology applied by management and reviewed and challenged the methodology applied and the underlying assumptions. We tested the integrity of inputs of the projected cash flows used in the valuation by examining supporting lease agreements and other relevant documents. We challenged the discount rate used in the valuation by comparing with industry data, taking into consideration comparability and market factors. We also assessed the competency and objectivity of the independent valuation experts appointed by the directors. We also communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions.
On the basis of our work, we determined that management’s assessment on the fair values of investment properties and properties held for sale are reasonable.
Other information The directors are responsible for the other information. The other information comprises (i) the Chairman’s Statement, (ii) the CEO Statement, (iii) the Directors’ report, (iv) the Statement of directors’ responsibilities, (v) the Corporate Governance Statement, (vi) the Remuneration Policies, (vii) the Disclosure in terms of the Capital Market Rules, and (viii) the Statement of Directors pursuant to Capital Market Rule 5.68 which we obtained prior to the date of this auditor’s report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information, including the Directors’ report.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
With respect to the Directors’ report, we also considered whether the Directors’ report includes the disclosures required by Article 177 of the Act, and in the case of the Remuneration report included in the Remuneration Policies, whether this has been prepared in accordance with Chapter 12 of the Capital Market Rules issued by the Malta Financial Services Authority (the “Capital Market Rules”).
Based on the work we have performed, in our opinion:
In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard.
Responsibilities of those charged with governance for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS as adopted by the EU and are properly prepared in accordance with the provisions of the Act, and for such 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.
In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s and the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication.
Reports on other legal and regulatory requirements Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Report and Consolidated Financial Statements of Harvest Technology p.l.c. for the year ended 31 December 2021, entirely prepared in a single electronic reporting format.
Responsibilities of the directors The directors are responsible for the preparation of the Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
Opinion In our opinion, the Report and Consolidated Financial Statements for the year ended 31 December 2021 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Capital Market Rules require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.
The Capital Market Rules also require us, as the auditor of the Company, to include a report on the Statement of Compliance prepared by the directors.
We read the Corporate Governance Statement and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Corporate Governance Statement cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.
In our opinion, the Corporate Governance Statement has been properly prepared in accordance with the requirements of the Capital Market Rules.
Other matters on which we are required to report by exception We also have responsibilities
· under the Companies Act, Cap 386 to report to you if, in our opinion: - adequate accounting records have not been kept, or that returns adequate for our audit have not been received from branches not visited by us - the financial statements are not in agreement with the accounting records and returns - we have not received all the information and explanations we require for our audit - certain disclosures of directors’ remuneration specified by law are not made in the financial statements, giving the required particulars in our report.
· in terms of Capital Market Rules to review the statement made by the Directors that the business is a going concern together with supporting assumptions or qualifications as necessary.
We have nothing to report to you in respect of these responsibilities.
Auditor tenure
We were first appointed as auditors of the Company and the Group on 9 October 2018. Our appointment has been renewed annually by a shareholders’ resolution representing a total period of uninterrupted engagement appointment of four years.
The engagement partner on the audit resulting in this independent auditor’s report is Mark Bugeja.
GRANT THORNTON Fort Business Centre Triq L-Intornjatur, Zone 1 Central Business District Birkirkara CBD 1050 Malta
Mark Bugeja Partner
27 April 2022
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