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FOR THE YEAR ENDED
31 JANUARY 2022
ANNUAL
FINANCIAL
REPORT
2021/22
A REFRESHING
APPROACH TO A
SUSTAINABLE
DEVELOPMENT
Readers are reminded that the official statutory
Annual Financial Report 2021/22, authorised for
issue by the Board of Directors, is in European Single
Electronic Format (ESEF) and is published on
www.tridentestatesplc.com. A copy of the
Independent auditor’s report issued on the official
statutory Annual Financial Report 2021/22,
is included within this printed document and
comprises the auditor’s 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.
TRIDENT PARK
NOTABILE GARDENS,
NO. 4 – LEVEL 2,
MDINA ROAD, ZONE 2, CENTRAL
BUSINESS DISTRICT
BIRKIRKARA CBD 2010, MALTA
02/05
CHAIRMANS STATEMENT
06
DIRECTORS
07
SENIOR MANAGEMENT AND
BOARD COMMITTEES
08/16
CHIEF EXECUTIVE
OFFICERS REVIEW
17/63
FINANCIAL STATEMENTS
18/20
DIRECTORS’ REPORT
21/25
CORPORATE GOVERNANCE
STATEMENT
26/29
REMUNERATION REPORT
30/31
STATEMENTS OF
FINANCIAL POSITION
32
STATEMENTS OF
COMPREHENSIVE INCOME
33/34
STATEMENTS OF
CHANGES IN EQUITY
35
STATEMENTS OF CASH
FLOWS
36/56
NOTES TO THE
CONSOLIDATED
FINANCIAL STATEMENTS
57
SHAREHOLDER
INFORMATION
CONTENTS
ANNUAL
FINANCIAL
REPORT
2021/22
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
02. Chairman’s Statement
CHAIRMAN’S
STATEMENT
It is my pleasure to present the Annual Financial
Report for Trident Estates plc for the year ending
31st January 2022 and also to report on the
important developments and performance of
your company throughout the year under review.
The Financial Results for the Group amounted
to a pre-tax profit of 141,000, a significant
difference to last year’s (2021: 741,000) being
attributable to the absence of any fair value
gains during the year (2021: €562,000).
As you can imagine the focus of your board
throughout this past 12 months has been
directed at the Trident Park project and, as
I write this report, I can say with a certain
amount of confidence that completion of the
project is now within our sights. Tenants are
now moving in and essential facilities such as
the car park are functioning as planned.
The project has indeed had its complexities
which have been further accentuated by
having to face the challenges that the
COVID-19 pandemic has brought about. Our
Chief Executive Officer has described in his
report the work that has been undertaken
and I wish to highlight the substantial
amount of effective teamwork that was
needed to construct the Business Park in this
environment.
As you are all aware, the project consists of
both new build and restoration work. It has
been managed by a small team of managers
with the help of both local and foreign
consultants to the design of the well-known
London firm of architects Ritchie Studio. Your
board is indeed most pleased with the overall
aesthetic look and the care and attention that
has been paid to protect the original build
and promote the art deco 1940’s architectural
characteristics. We believe that the buildings’
uniqueness is an important selling point in
attracting tenants and other custom.
In fact, the project has been designed to
be sensitive to some of the environmental
concerns that the world is facing today.
Hence the TABS (Thermally activated building
structures) cooling regime chosen is a first
for Malta in that savings in operating costs
are expected. Also ‘gentle cooling’ without
draught effects will help the office working
environment. The new buildings are well
insulated and noise levels will be low. All
office spaces are exposed to a high degree of
light. This should help tenants consume less
electricity than is the average for any other
equivalent office space.
Of course, our Trident Park project has been
progressing in tandem with the Farsons
restoration project of the Old Brewhouse.
The two project teams have been in
constant dialogue, and I can report that both
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Chairman’s Statement .03
management teams have been coordinating in planning
the opening of the various facilities which include food
and beverage outlets, a fully equipped gym, a childcare
centre and other facilities that complement each of the
two projects and improve the total product offering.
The anticipated final project costs are still in line with
budgeted figures although in recent months inflationary
pressures may well mean that the final cost could be a few
percentage points above such budgets. Most specifically
we are currently experiencing a period of high inflation
and, in some cases, unavailability of building materials due
to shipping delays and labour shortages.
Our Chief Executive Officer reports that the current
office market environment is very different from that
of the pre-pandemic days of 2019. COVID-19 had the
understandable effect of slowing down investment
decisions as did Malta’s grey listing and, more recently,
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
04. Chairman’s Statement
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Chairman’s Statement .05
the outbreak of war in Ukraine. Trident Park has not been immune
to these events although the occupancy levels contracted for to
date are respectable at over 50% and we do expect that this factor
will increase in the coming months as the project opens up and
more potential tenants will be exposed to the completed premises.
The importance of the uniqueness of the offering certainly helps its
credentials as competition for the office market intensifies.
Group revenues consisted of rents due on Trident’s established
property portfolio and amounted to €1,128,000 – very much in line
with last year (2021: €1,143,000). The management and leasing
of our established properties has been our business for many
years. This year further discounts were extended to our tenants to
help them face Covid-19 issues. Hence operating profits declined
slightly to €323,000 from €362,000 last year. Profit before
taxation amounted to €141,000 and profit after taxation amounted
to €63,000. Clearly this level of profit is not satisfactory and as
revenues from Trident Park rental agreements start to be included
in the results a clearer picture of future sustainable profits will
emerge.
Your board has also initiated a process to study the potential of
developing our Gzira site currently housing a KFC outlet as well as
looking at the options available to us for the Trident House site in
Qormi where our tenant, Quintano Foods Ltd, has given notice that
they will vacate the premises by January 2025.
It is most satisfying to register the fact that the vision set out for
managing and developing the property portfolio as a separate
entity has become a reality. We can conclude that it has been
a worthwhile step for all stakeholders, not least for you our
shareholders.
I would like to thank Chief Executive Officer Charles Xuereb aided
by Chief Operating Officer Chris Ciantar and Financial Controller
Andrea Mangion and their team for delivering a complex project
under difficult trading conditions. Your board is most appreciative
of their good work and dedication to the task.
I must also thank my fellow directors for their constant support and
valid input. Our thanks and appreciation also goes out to our legal
advisors Mamo TCV and our auditors PricewaterhouseCoopers.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
06. Directors
DIRECTORS
Louis A. Farrugia
Chairman
Vincent Curmi
Vice-Chairman
Alberto Miceli Farrugia
Charles Borg Marquis Marcus John
Scicluna Marshall
Michael Farrugia
Roderick Chalmers
Prof Avv. Alberto
Stagno d’Alcontres
Nadine Magro
Company Secretary
(from 28 February 2022)
Kenneth C. Pullicino
Company Secretary
(up to 28 February 2022)
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Senior Management and Board Committees .07
SENIOR MANAGEMENT
AND BOARD COMMITTEES
TRIDENT TEAM
FROM LEFT TO RIGHT
Jelena Sakele , Marco Audino, Karen
Satariano Banavage, Christopher Ciantar,
Charles Xuereb, Lawrence Darmanin,
Clint Borg, Karl Borg, Andrea Mangion
SENIOR MANAGEMENT
Charles Xuereb
Chief Executive Officer
Dr Ing. Christopher Ciantar
Chief Operations Officer
Andrea Mangion
Financial Controller
AUDIT COMMITTEE
Roderick Chalmers
Chairman
Charles Borg
Vincent Curmi
Alberto Miceli Farrugia
RELATED PARTY
TRANSACTIONS COMMITTEE
Vincent Curmi
Chairman
Charles Borg
Alberto Miceli Farrugia
REMUNERATION
COMMITTEE
Charles Borg
Chairman
Marquis Marcus John Scicluna Marshall
Prof Avv. Alberto Stagno d’Alcontres
NOMINATION COMMITTEE
Louis A. Farrugia
Chairman
Marquis Marcus John Scicluna Marshall
Prof Avv. Alberto Stagno d’Alcontres
BOARD PERFORMANCE
EVALUATION COMMITTEE
Vincent Curmi
Chairman
Charles Borg
Alberto Miceli Farrugia
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
08. Chief Executive Officer’s Review
CHIEF EXECUTIVE
OFFICER’S REVIEW
I am pleased to present to you the Company’s
Annual Financial Report for the financial year
ended January 2022 (FY 2022). I am glad to say
that I am writing this report from our impressive
new office at Trident Park, having moved onto the
campus on 25 March 2022 so as to be on site and
close to our tenants as they started to move in.
As planned, over the past financial year we have
primarily focused our efforts on the completion of
Trident Park, the green office campus in the Central
Business District, in anticipation of being able to
welcome our first tenants. It has indeed been a
challenging year, with the executive team seeking
to balance the day to day challenges of completing
a project of this size and complexity whilst at the
same time marketing the project and dealing with
the requirements of prospective tenants. It has
taken a huge amount of commitment and effort,
and I am proud of what the dedicated team has
been able to achieve.
FINANCIAL RESULTS
Revenues for the Group for the current financial
year under review amounted to €1,128,000
and were much in line with the previous year
(2021: €1,143,000). Further discounts amounting
to €37,000 (2021: €126,000) were extended
during the year to tenants in the catering sector
to assist them with the challenges caused by
COVID 19 related regulations. Operating profits
for the year amounted to €323,000 (2021
€362,000). Profit before taxation, amounted
to €141,000 (2021: €741,000), with the lower
reported profits being due to no fair value gains
on investment property being recorded in FY
2022 (2021: €562,000). No revenues were
generated from Trident Park during the current
financial year.
TRIDENT PARK – PROJECT
OVERVIEW AND WORKS IN
PROGRESS
WORKS AT TRIDENT PARK
With the structural works largely complete,
over the past year much of the effort has been
concentrated on finishings and external works.
These have included the north road leading from
the main entrance to the carpark. The driveway
comprises of all the many underground services,
including run-off water and fire hydrant supply.
Street lighting, services for signage as well as
the external planters and boundary walls are
also close to completion. Other major work
projects included the Amphitheatre and the
service yard. The Amphitheatre is perceived
as the key link between Trident Park and the
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Chief Executive Officer’s Review .09
Brewhouse projects. It is an area of high aesthetic value
as it supports the old as well as the new build of the
respective projects. The service yard, on the other hand, is
the back of house. Here, a complex myriad of underground
services have been installed in a three-tier formation
providing critical services to both Trident Park and the
Brewhouse.
The last year also saw the meticulous commissioning of
most of the MEP plant and equipment. We also applied
the very latest technologies of the finishes industry to the
external façade, so that Trident Park achieves the vision
contemplated by the architects during the concept and
design phase of the project. The finishes include advanced
paint technologies, state-of-the-art control strategies,
as well as delicate and intricate building trims. The final
results are highly satisfactory, meeting the very exacting
standards of Ritchie Studio.
RAW MATERIAL PRICES
As economies around the world started to recover from
the impact of COVID 19, the second half of 2021 and
early 2022 have seen dramatic increases in the price of
certain building materials. These increases were originally
caused by a surge in demand meeting shortages in supply
(due to dislocated supply chains), and have been further
exacerbated by the disruption caused by the conflict in
Ukraine. Some price hikes have represented threefold
increases. For example, the price of steel has increased
from circa €450 to €1,700 per tonne over the past twelve
months. At the same time, because of the uncertainty of
supply and the rapid changes in price levels, suppliers are
reluctant to quote firm prices and/or delivery dates.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
10. Chief Executive Officer’s Review
Like many other projects in the construction phase, these prices
are having a dramatic effect on both the clients and the contractors
and we are indeed fortunate that the project was in an advanced
state of completion before the onset of this acute inflationary
surge. This having been said, there are further finishing works to
be completed together with the works on the the main reception
project, which includes the foyer, conference facilities as well as
the renovation of the Old Farsons Boardroom. It is inevitable that
these phases of the project which will be impacted by the difficult
supply and higher price factors currently being experienced. We
are looking to complete the reception, conference facility and
Boardroom works during the last quarter of 2022.
WELCOMING TENANTS TO TRIDENT PARK
I am glad to report that beginning from March 2022 we have
started to welcome tenants to their splendid new offices at Trident
Park – and this process will continue in the months to come. We are
working closely with our tenants in assisting them to ensure that
their individual fit out programs proceed as smoothly as possible.
And we are fully committed in our resolve to ensure that their
arrival and stay at Malta’s finest green office campus meets their
(and our) high expectations.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Chief Executive Officer’s Review .11
THE OFFICE MARKET
ENVIRONMENT
Whilst all of us wish to consign the COVID-19
pandemic to history, there is no doubt that
the business landscape and office market
environment in Malta (and indeed elsewhere)
looks very different today than it did in the
pre-pandemic days of 2019 and the early
months of 2020.
• DEMAND FOR OFFICE SPACE
During the peak of the COVID-19 pandemic,
many offices were almost deserted with no
one knowing if and when office life might
return to normal. The almost two years of
pandemic conditions led to a cultural shift in
attitudes towards working from home (WFH)
conditions among employees and employers,
and accelerated acceptance of different ways of
working.
Whilst many are now returning to work,
recognising the very real benefits of teamwork,
mentoring, training and communication – some
are not, with certain sectors lending themselves
to WFH conditions. This will inevitably have
an impact on the demand for office space. At
the same time, those returning to the office
are seeking a better quality of space – and
this trend will augur well for high quality,
technologically efficient and environmentally
friendly developments such as Trident Park
with its “green” campus-type office park,
providing space, air, natural light and ventilation
– all with flexibility in terms of configuration
requirements. The very tight labour market
is also encouraging employers towards the
provision of quality accommodation for their
staff.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
12. Chief Executive Officer’s Review
ENHANCING MALTA’S ATTRACTIVENESS AS AN
INVESTMENT DESTINATION
The onset of COVID 19 had the understandable effect of causing
a slowing down of investment decisions and office relocation, as
did (to a lesser extent) the uncertainties accompanying Britain’s
withdrawal from the European Union (Brexit). The war in Ukraine
will likewise cause great uncertainty in the business community.
In this environment it is of course critically important that Malta
does everything possible to enhance its attractiveness as an
investment destination. There is no doubt that the grey-listing
of Malta in June 2021 was a very unwelcome development –
particularly for the important financial services sector. At Trident
Park we saw an immediate reaction from prospective tenants, with
a number adopting a “wait and see” attitude before implementing
relocation decisions. Unfortunately, this reaction was particularly
marked in new foreign direct investment (FDI) projects that were
planning to come to or invest further in Malta. As was noted in the
EY 2021 Malta Attractiveness Survey, it is imperative that Malta
gets off the grey-list at the earliest possible opportunity and “looks
beyond short-sighted gains and shifts the focus towards building a
future-proof framework, legislation and enforcement to underpin
long-term economic prosperity.
Trident Park has not been immune from the slow-down in FDI and
the impact of the delays in relocation decisions being taken by local
businesses as a result of the uncertain economic and geopolitical
environment. At the same time, additional office capacity is
coming on to the market, particularly at the higher quality end.
The combination of softer demand and increased capacity will
inevitably result in downward pressure on rental rates, and we are
already seeing evidence of this. However, we have started the year
with respectable levels of tenant commitments, and we believe
that the quality of the development will enable us to build on these
occupancy levels through the forthcoming year. With a project that
is close to completion, prospective tenants can now see the very
apparent attraction of the Trident Park offering and we believe that
this will assist our marketing efforts.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Chief Executive Officer’s Review .13
• INNOVATION CAPACITY
Despite the thriving ICT and telecommunications
clusters that are in place, Malta needs to continue
to diversify its innovation capacity in order to
attract new industries to Malta. At the end of the
day, as with other major office developments,
Trident Park will to some extent necessarily rely
on the implementation of long term strategies that
will sustain Malta as an attractive and resilient FDI
destination.
• ENVIRONMENTAL SUSTAINABILITY
Sustainability is defined as meeting the needs of
our present without compromising the future. We
believe that our green office campus is delivering
this vision and defining a new way of life. We also
believe that climate change and ESG will push the
challenge of tackling climate change to the top
of the agenda for governments, regulators and
investors.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
14. Chief Executive Officer’s Review
Older office premises that are not
up to new environmental standards
will have to invest significantly to
be able to compete with the new
developments coming on the market,
adding to the pressure on landlords
who are already grappling with the
shift to hybrid work. The expectations
of tenants are also becoming more
demanding, particularly from those
who are committed to making their
own businesses greener – Trident
Park – our green office campus –
ticks all the right boxes.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
Chief Executive Officer’s Review .15
GOING FORWARD
Our key priorities as we enter into the current year are three-
fold, all of which are already under way. Firstly, to complete, as
a matter of urgency, all outstanding works on the project and to
get all contractors off the site. Secondly, the ongoing marketing
of the available space so as to increase occupancy level through
attracting high quality tenants at rates that reflect the outstanding
advantages and attributes of Trident Park. And thirdly, to
establish and enhance the necessary operational management
infrastructure. Trident Park is a large and complex property that
will experience a high level of activity. It is essential that the
appropriate controls and operational procedures so as to secure
the safe and efficient operations of the estate are in place.
OTHER DEVELOPMENTS
EX SARDINELLA
The ex-Sardinella outlet has been leased out as of October 2021.
The outlet has been renamed as Veranda and is performing well.
The lease is for a di fermo period of 5 years and extendable for a
further 5 year period unless notice of termination is given at least 6
months before the expiry of the first 5 year period.
TRIDENT HOUSE
During the current year under review, and in accordance with the
terms of the lease agreement, we have been served a three year
notice of termination from the tenant of Trident House. The board
is currently considering the available options for this site, which
comprises c13,600 sqm.
KFC GZIRA
The tenant operating the KFC outlet in Gzira will be relocating
the operation to a third party property in the coming months. The
Board believes that the site offers good development opportunities
and, with this in mind, has communicated a development brief to a
number of architectural firms to assess options of how the site can
best be developed.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
16. Chief Executive Officer’s Review
CONCLUSION
As noted above, we are now shifting gear from what has been
an intense construction project to focus on the operational
and tenancy aspects of the business. We believe that the
quality of the development will allow us to compete based on a
unique combination of environmental credentials, innovation,
technical excellence, quality and service. We strongly believe in
the long term potential of the Trident Park project. At the same
time, we remain very aware of the challenges that await us and
the fierce competition that exists in what are difficult market
conditions.
I close by expressing my heartfelt thanks to my small but
very determined team for their support, dedication and
commitment over the past three years. Our enthusiasm for
and belief in Trident Park is undiminished and we will be
working hard over the forthcoming year to deliver on the
objectives outlined above.
I would also like to extend a sincere word of thanks to our
Chairman, Louis Farrugia, for his wise counsel and direction,
together with the fellow Directors on our Board.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
ANNUAL FINANCIAL REPORT
AND CONSOLIDATED
FINANCIAL
STATEMENTS
.17
FOR THE YEAR ENDED 31 JANUARY 2022
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
18. Directors’ Report
DIRECTORS REPORT
The Board of Directors is pleased to present their report and the Group’s audited consolidated financial statements for the year ended
31 January 2022 (FY 2022).
PRINCIPAL ACTIVITIES
Trident Estates plc (the “Company”) and its subsidiaries (the
“Group”) are property investment companies that own and
manage property for rental and investment purposes. The current
principal focus of the Group is the development, marketing and
management of the Trident Park project.
REVIEW OF THE BUSINESS
Trading Performance
The Group registered a consolidated pre-tax profit of €141,000
(2021: €741,000) during the year under review, with the significant
difference over the prior year being attributable to the absence of
any fair value gains on investment property during the year (2021:
€562,000).
The Group’s revenue of €1,128,000 was marginally lower than
that of the prior year (2021: €1,143,000) due to having one of the
properties in its portfolio vacant for most of the year. The Group
also extended a limited number of discounts on rents to tenants
in the catering sector amounting to €37,000 (2021: €126,000)
in order to relieve some of the pressures brought about by the
pandemic. As in the prior year, while there were no contractual
obligations to extend discounts to the tenants, the Board deemed
it fit to assist tenants in the interest of a long-term business
relationship.
Group operating and administrative expenses for the year
amounted to €805,000 (2021: €792,000). These costs have begun
to increase gradually as the operation of the Trident Park complex
comes on stream.
Shareholder’s equity as at the year-end amounted to €53.2 million
(2021: €53.1 million). Subsequent to utilising the rights issue funds,
the Group resumed drawing down on its available bank facilities.
Over the year bank borrowings increased from €2.2 million to €16.8
million and were principally applied in funding works on the Trident
Park development. As at year end the Group had available bank
facilities totaling €11.7 million. These facilities are ear-marked for
financing the completion of the Trident Park project.
Investments and property interests
Trident Park
The Trident Park project has undoubtedly proven to be a
significantly complex development, with standards of aesthetics
and engineering rarely achieved before on the Island. This
complexity resulted from the ambitious goal of the Board to
have a one-of-a-kind development, and this demanded highly
specialised work as well as intricate coordination between the many
professionals, contractors and workers involved.
Through FY 2022, the effects of the pandemic continued to
play a disruptive role on the project, with upward pressures in
prices, extended lead times, as well as material supply and labour
shortages. These factors contributed to the unforeseen delays
to the planned project completion dates. Notwithstanding these
unforeseen delays the project has progressed well, and at the
time of writing most of the common areas have been completed.
Indeed, tenants have begun to move into the premises; a number
are in the process of carrying out finishing and furnishing works in
their leased areas whilst others are fully mobilised and operational.
Rents have begun to be collected and will feature in the revenue of
the forthcoming financial year.
The majority of the works that remain are primarily in the finishes
area, and a strong effort is being applied to getting these works
done. These will be followed by the planting of trees and flora
in the planters which will become an attractive feature of the
development. Once these works are completed the property
will have an enhanced sense of vibrance which all the present
tenants are looking forward to and which will further enhance the
marketability of the complex.
The challenges that will face the Group and executive management
will begin to shift as the project’s completion nears the end.
Management is in the course of moving from a focus on the
expedited completion of the project, on to the leasing of the space
as well as the successful set up of the operations of the building.
Sardinella and other properties
In the prior financial year, the Sardinella property lease was
terminated and remained vacant until October 2021, after
which point a lease was signed with a new tenant at a more
favourable rate.
During the financial year, the KFC Gzira lease was extended until
the end of the first quarter of 2022, following which the property
shall be left vacant. Management and the Board are in the course
of assessing potential opportunities for the redevelopment of this
property.
Furthermore, and in accordance with the terms of the lease, in
January 2022, the tenant of Trident House in Qormi(Quintano
Foods Ltd) gave (the required) three-year notice to vacate the
property. Management and the Board are also assessing all the
potential opportunities in relation to this property.
The remainder of the Group’s rental portfolio remains fully let.
OUTLOOK FOR FINANCIAL YEAR ENDING
31 JANUARY 2023
As noted above, with the Trident Park project nearing completion,
management has now begun to adjust its focus onto the complex
operation of the building. Being a highly active space with
considerable footfall and vehicular traffic, this will represent a new
challenge for management as it puts in place those controls and
operating procedures that are necessary to efficiently and safely
manage a property of this nature.
As we come out of addressing the acute demands posed by COVID
on a large-scale development project, we are now faced with yet
another set of unwelcome challenges – the conflict in Ukraine.
This unnecessary war is first and foremost a human tragedy,
as is apparent from the catastrophic scenes of displacement,
suffering and misery in the face of gross brutality and the pointless
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Directors’ Report .19
destruction of towns and villages. And with the war have emerged
serious economic consequences including surging energy prices,
disruption of supply chains and shortages in certain product
categories. These shortages are further stoking already high
inflation levels and are adversely affecting business confidence,
with World Bank significantly downgrading growth forecasts for
2022 and 2023.
Although the Trident Park development is close to finalization,
there still remain some works to be completed, and the Board is
concerned that rising costs and supply shortages may yet impact
the final costs on project. More than that, it is evident that the war
and its economic consequences, in conjunction with other local
factors (including the general election, the uncertainty caused
by Malta’s grey-listing status as well as the anticipated economic
slowdown in the event of a protracted conflict) are weighing upon
the speed of investment decisions.
Having said this, the Board conservatively expects to achieve a
respectable increase in rental revenues during the current financial
year through to January 2023. Management continues with its
focused endeavours to sign on additional high-quality tenants and
increase the occupancy levels at Trident Park. As noted earlier, with
a close to completed project prospective tenants can now see at
first-hand the very apparent attractions of Trident Park. This will no
doubt assist our marketing efforts.
It has become evident that new trends have developed in the office
leasing sector as we emerge from the pandemic and as increased
supply becomes available – particularly at the upper end of the
market. Certain businesses have adopted longer term work-from-
home models for reasons beyond the pandemic. Certain employees
seemingly prefer to work from home (WFH) and are demanding
WFH employment terms. In a tight labour market, certain
employers are adopting this model.
The tight labour market also means that the quality of office space
and its immediate environment assumes greater significance
in attracting and retaining employees, and here we believe that
Trident Park has significant advantages. The management team
are working hard on emphasizing the distinguishing features of the
development in their efforts to increase the occupancy levels over
time. However, market conditions will remain tough until such time
as Malta’s status in the financial services world becomes clear and
a peaceful resolution to the conflict in Ukraine is secured.
FINANCIAL RISK MANAGEMENT
The Group’s and Company’s activities expose it to a variety of
financial risks, including market risk (including fair value interest
rate risk and cash flow interest rate risk), credit risk and liquidity
risk. Refer to Note 2 in these financial statements.
PROPERTY VALUE RISK AND EXPOSURE TO
GENERAL MARKET CONDITIONS
Property values, including the health of the commercial property
rental market, are affected by 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. Other factors such as changes in
planning and tax laws, and interest and inflation rate fluctuations
would also have an impact on capital values and income streams
of properties. The Company monitors all these factors, and seeks
advice accordingly, as it manages its property portfolio.
DIVIDENDS AND RESERVES
The statements of comprehensive income are set out on page 36.
The Board of Directors (the “Board”) did not declare an interim
dividend and in view of the current stage of finalisation of the
Trident Park project,, do not believe that it would be appropriate
or prudent to recommend the declaration of a final dividend to the
forthcoming Annual General Meeting.
Retained profits carried forward at the reporting date amounted
to €4.9 million (2021: €4.8 million) for the Group and €4.8 million
(2021: €4.5 million) for the Company.
DIRECTORS
The Directors who held office during the year were:
Louis A. Farrugia – Chairman
Vincent Curmi Vice Chairman
Alberto Miceli Farrugia
Prof Avv. Alberto Stagno d’Alcontres
Charles Borg
Marquis Marcus John Scicluna Marshall
Michael Farrugia
Roderick Chalmers
STATEMENT OF DIRECTORS
RESPONSIBILITIES FOR THE FINANCIAL
STATEMENTS
The Directors are required by the Maltese Companies Act, 1995 to
prepare financial statements which give a true and fair view of the
state of affairs of the Group and the parent Company as at the end
of each reporting period and of the profit or loss for that period.
In preparing the financial statements, the Directors are responsible
for:
ensuring that the financial statements have been drawn up in
accordance with International Financial Reporting Standards as
adopted by the EU;
selecting and applying appropriate accounting policies;
making accounting estimates that are reasonable in the
circumstances;
ensuring that the financial statements are prepared on the going
concern basis unless it is inappropriate to presume that the
Group and the parent Company will continue in business as a
going concern.
The Directors are also responsible for designing, implementing and
maintaining internal control as necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error, and that comply with the Maltese
Companies Act, 1995. They are also responsible for safeguarding
the assets of the Group and the parent Company and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of Trident Estates plc for the year ended
31 January 2022 are included in the Annual Financial Report
2022, which is published in hard-copy printed form and is available
on the Company’s website. The Directors are responsible for the
maintenance and integrity of the Annual Financial Report on the
website in view of their responsibility for the controls over, and the
security of, the website. Access to information published on the
Company’s website is available in other countries and jurisdictions,
where legislation governing the preparation and dissemination of
financial statements may differ from requirements or practice in
Malta.
The Directors confirm that, to the best of their knowledge:
the financial statements give a true and fair view of the financial
position of the Group and the parent Company as at 31 January
2022, and of the financial performance and the cash flows for
the year then ended in accordance with International Financial
Reporting Standards as adopted by the EU; and
the Annual Financial Report includes a fair review of the
development and performance of the business and the
position of the Group and the parent Company, together with a
description of the principal risks and uncertainties that the Group
and the parent Company face.
GOING CONCERN BASIS
After making enquiries, the Directors, at the time of approving the
financial statements, have determined that there is reasonable
expectation that the Group and the parent Company have
adequate resources to continue operating for the foreseeable
future. For this reason, the Directors have adopted the going
concern basis in preparing the financial statements.
SHAREHOLDER REGISTER INFORMATION
PURSUANT TO CAPITAL MARKETS RULE
5.64
Share capital information of the Company is disclosed in Note 10 of
the financial statements on page 48.
The issued share capital consists of one class of ordinary shares
with equal voting rights attached and freely transferable.
The list of shareholders holding 5% or more of the equity share
capital is disclosed in this Annual Financial Report.
Every shareholder owning twelve (12%) of the ordinary issued share
capital of the Company or more shall be entitled to appoint one
director for each and every twelve per cent (12%) of the ordinary
share capital owned by such shareholder and such shareholder
may remove, withdraw or replace such director at any time. Any
appointment, removal, withdrawal or replacement of a director to
or from the Board shall take effect upon receipt by the Board or
the Company secretary of a notice in writing to that effect from the
shareholder owning twelve per cent (12%) of the ordinary issued
share capital of the Company or more. Any remaining fractions will
be disregarded in the appointment of the said directors but may
be used in the election of further directors at an Annual General
Meeting. The Chairman is appointed by the directors from amongst
the directors appointed or elected to the Board.
The rules governing the appointment, election or removal of
directors are contained in the Company’s Articles of Association,
Articles 93 to 101. An extraordinary resolution approved by the
shareholders in the general meeting is required to amend the
Articles of Association.
The powers and duties of directors are outlined in Articles 84 to 91
of the Company’s Articles of Association. In terms of Article 12 of
the said Articles of Association, the Company may, subject to the
provisions of the Maltese Companies Act, 1995 acquire or hold any
of its shares.
The Company does not have a Collective Agreement regulating
redundancies, early retirement, resignation or termination of
employment of employees. No employment contracts are in place
between the Company and its directors, except as disclosed in the
Remuneration report.
It is hereby declared that, as at 31 January 2022, the Company is
not party to any significant agreement pursuant to Capital Markets
Rules 5.64.10.
Furthermore, the Board declares that the information required
under Capital Markets Rules 5.64.5 and 5.64.7 is not applicable to
the Company.
REMUNERATION REPORT
The Remuneration Report is set out on pages 27 to 29 of this
Annual Report and sets out details of the terms of reference
and membership of the Remuneration Committee and the
Remuneration strategy and policy of the Trident Group. The
Remuneration Report also sets out the required details of the
remuneration paid to Directors and the Group Chief Executive
and of senior management. In accordance with Capital Market
Rules 12.26L and 12.26M, the Remuneration Report will be subject
to an advisory vote by the Shareholders at the forthcoming
Annual General Meeting (AGM) and will be made available on the
Company’s website for a period of 10 years thereafter. The contents
of the Remuneration Report have been reviewed by the external
auditors to ensure that it confirms with the requirements of the
Capital Market Rules.
AUDITORS
The auditors, PricewaterhouseCoopers, have indicated their
willingness to continue in office, and a resolution for their
re-appointment will be proposed at the Annual General Meeting.
Signed on behalf of the Board of Directors on 27 May 2022 by Louis
A. Farrugia (Chairman) and Vincent Curmi (Vice Chairman) as per the
Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Financial Report.
20. Directors’ Report
Registered address:
Trident Park
Notabile Gardens,
No.4 – Level 2,
Mdina Road, Zone 2
Central Business District
Birkirkara CBD 2010
Malta
Nadine Magro
Company Secretary
27 May 2022
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Corporate Governance Statement .21
CORPORATE GOVERNANCE STATEMENT
A. INTRODUCTION
This statement is being made by Trident Estates plc (“TE”)
pursuant to Capital Markets Rules 5.94 and 5.97 issued by the
Malta Financial Services Authority of the Malta Financial Services
Authority and sets out the measures taken to ensure compliance
with the Code of Principles of Good Corporate Governance (the
Code) contained in Appendix 5.1 to Chapter 5 of the said rules.
In terms of Capital Markets Rule 5.94, TE is obliged to prepare a
report explaining how it has complied with the Code.
TE acknowledges that the Code does not prescribe mandatory
rules but recommends principles so as to provide proper incentives
for the Board and TE’s management to pursue objectives that are
in the interests of the Company and its shareholders.
TE adheres to generally accepted standards of good corporate
governance encompassing the requirements for transparency,
proper accountability and the fair treatment of shareholders. The
Board has therefore endorsed the Code of Principles and adopted
it. As demonstrated by the information set out in this statement,
together with the information contained in the Remuneration
Report, TE believes that it has, save as indicated in the section
entitled Non-compliance with the Code, applied the principles in
compliance with the provisions of the Code. In the Noncompliance
section, the Board indicates and explains the instances where it has
departed from or where it has not applied the Code, as allowed by
the Code.
B. COMPLIANCE WITH THE CODE
Principle 1: The Board
The Board’s role and responsibility is to provide the necessary
leadership, to set strategy and to exercise good oversight and
stewardship. In terms of the Memorandum of Association of TE, the
affairs of the Company are managed and administered by a board
composed of eight directors.
The Board is in regular contact with the Chief Executive Officer
through the Chairman in order to ensure that the Board is in
receipt of timely and appropriate information in relation to the
business of TE and management performance. This enables the
Board to contribute effectively to the decision-making process,
whilst at the same time exercising prudent and effective controls.
Directors are provided prior to each meeting with the necessary
information and explanatory data as may be required by the
particular item on the agenda. Comprehensive financial statements
are also provided as necessary. The Company uses the services
of external legal advisors. The Directors are entitled to seek
independent professional advice at any time at the Company’s
expense where necessary for the proper performance of their
duties and responsibilities.
The Board delegates specific responsibilities to a number of
committees, notably the Related Party Transactions Committee,
the Audit Committee, the Remuneration Committee, the
Nomination Committee and the Board Performance Evaluation
Committee, each of which operates under specific terms of
reference. Further detail in relation to the committees and the
responsibilities of the Board is found in Principles 4 and 5 of this
statement.
Principle 2:
Chairman and Chief Executive Officer
The statute of TE provides for the Board to appoint from amongst
its Directors a Chairman and a Vice-Chairman.
The Chairman is responsible to lead the Board and set its agenda,
ensure that the Directors of the Board receive precise, timely
and objective information so that they can take sound decisions
and effectively monitor the performance of the Company, ensure
effective communication with shareholders and encourage active
engagement by all members of the Board for discussion of complex
or contentious issues.
The role of the Chief Executive Officer is to ensure effective
overall management and control of Group business and proper
co-ordination of the activities undertaken by the Group, and is
responsible:
1. for the formulation and implementation of policies as approved
by the Board;
2. to achieve the objectives of the Group as determined by the
Board;
3. to devise and put into effect such plans and to organise,
manage, direct and utilise the human resources available and
all physical and other assets of the Group so as to achieve the
most economically efficient use of all resources and highest
possible profitability in the interest of the shareholders and all
other stakeholders.
The Chief Executive Officer reports regularly to the Board on the
business and affairs of the Group and the commercial, economic
and other challenges facing it. He is also responsible to ensure
that all submissions made to the Board are timely, give a true and
correct picture of the issue or issues under consideration, and are
of high professional standards as may be required by the subject
matter concerned.
The Chairman also chairs a weekly Executive Committee Meeting,
during which operational issues are discussed.
The above arrangements provide sufficient delegation of powers
to achieve effective management. The organisational structure
ensures that decision making powers are spread wide enough
to allow proper control and reporting systems to be in place and
maintained in such a way that no one individual or small group of
individuals actually has unfettered powers of decision.
Principle 3: Composition of the Board
Each member of the Board offers core skills and experience that
are relevant to the successful operation of the Company. Whilst
relevance of skills is key, a balance between skills represented
is sought through the work of the Nominations Committee to
ensure that there is an appropriate mix of members with diverse
backgrounds.
The Board is composed of a Chairman, a Non-Executive
Vice-Chairman and six other Non-Executive Directors.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
22. Corporate Governance Statement
B. COMPLIANCE WITH THE CODE
– CONTINUED
Principle 3: Composition of the Board
– continued
EXECUTIVE DIRECTORS
Louis A. Farrugia – Chairman
NON-EXECUTIVE DIRECTORS
Vincent Curmi Vice Chairman
Charles Borg
Roderick Chalmers
Michael Farrugia
Alberto Miceli Farrugia
Marquis Marcus John Scicluna Marshall
Prof Avv. Alberto Stagno d’Alcontres
The Chief Executive Officer attends all board meetings, albeit
without a vote, in order to ensure his full understanding and
appreciation of the Board’s policy and strategy, and so that he
can provide direct input to the Board’s deliberations. The Board
considers that the size of the Board, whilst not being large as to
be unwieldy, is appropriate, taking into account the size of the
Company and its operations. The combined and varied knowledge,
experience and skills of the Board members provide a balance of
competences that are required and add value to the functioning of
the Board and its direction to the Company.
It is in the interest of each of the three major shareholders (who are
the original promoters of the Company) to nominate as directors,
knowledgeable, experienced and diligent persons.
Apart from this, informal arrangements, which do not infringe on
their rights as shareholders, exist for consultation prior to any
changes in the membership of the Board, as well as to assist in
the identification of suitable persons who can be nominated for
election by the other shareholders at general meetings, and who
can bring in an independent viewpoint and particular knowledge
to the deliberations of the Board. Family relationships among
Directors, the Directors’ interest in the share capital of the
Company as disclosed in the Shareholder Information and the
commonality of Directors with Simonds Farsons Cisk plc (“SFC”)
with which the Company maintains contractual relationships,
represent potential conflicts of interest.
This notwithstanding, all Directors are considered to be
independent in that they do not hold any relationship with the
Company, a controlling shareholder or their management which
creates a conflict of interest such as to impair their judgement.
This has been ensured through the implementation of the
following measures:
i. Disclosure and Exclusion: a Director is obliged to disclose
any matter that may give rise to a potential or actual conflict.
Following this, the respective Director is excluded from any
deliberations and voting in respect of such matter.
ii. Related Party Transaction Committee: with regards to any
transactions which may be determined to be related party
transactions, such transactions are referred to and dealt by the
Related Party Transaction Committee (the “Committee”). As
with the situation at Board level, any Director who is a related
party with respect to a particular transaction is not permitted
to participate in the Committee’s deliberation and decision
on the transaction concerned. Furthermore, due to the fact
that the most common of matters in which a related party
transaction may arise would be in relation to a transaction
with SFC, the Committee is made up of Directors who are
not common directors on the boards of both SFC and the
Company.
iii. Continuing Conflict: a Director having a continuing material
interest that conflicts with the interests of the Company
is obliged to take effective steps to eliminate the grounds
for conflict and should this not be possible, said Director is
encouraged to consider resigning.
iv. Separation of Family Interests: there are no ties or
relationships between management and the Directors
Principles 4 and 5: The Responsibilities of the
Board and Board Meetings
The Board meets regularly every month apart from other occasions
as may be needed. Individual directors, apart from attendance
at formal board meetings, participate in other ad hoc meetings
during the year as may be required, and are also active in board
sub-committees as mentioned further below, either to assure good
corporate governance, or to contribute more effectively to the
decision-making process.
Meetings held: 12
Members Attended
Mr. Louis A. Farrugia – Chairman 12
Vincent Curmi Vice Chairman 10
Charles Borg 11
Roderick Chalmers 12
Michael Farrugia 11
Alberto Miceli Farrugia 10
Marquis Marcus John Scicluna Marshall 11
Prof Avv. Alberto Stagno d’Alcontres 10
The Board, in fulfilling its mandate within the terms of the
Company’s Memorandum and Articles of Association, and
discharging its duty of stewardship of the Company and the Group,
assumes responsibility for the following:
reviewing and approving the business plan and targets that are
submitted by management, and working with management in
the implementation of the business plan;
identifying the principal business risks for the Group and
overseeing the implementation and monitoring of appropriate
risk management systems;
ensuring that effective internal control and management
information systems for the Group are in place;
assessing the performance of the Group’s executive officers,
including monitoring the establishment of appropriate systems
for succession planning, and for approving the compensation
levels of such executive officers; and
ensuring that the Group has in place a policy to enable it to
communicate effectively with shareholders, other stakeholders
and the public generally.
The Board is ultimately responsible for the Company’s system
of internal controls and for reviewing its effectiveness. Such a
system is designed to manage rather than eliminate risk to achieve
business objectives, and can provide only reasonable, and not
absolute, assurance against material error, losses or fraud.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Corporate Governance Statement .23
B. COMPLIANCE WITH THE CODE
– CONTINUED
Principles 4 and 5: The Responsibilities of the
Board and Board Meetings – continued
Through the Audit Committee, the Board reviews the effectiveness
of the Company’s system of internal controls. In fulfilling its
responsibilities, the Board regularly reviews and approves various
management reports as well as annual financial plans, including
capital budgets. The strategy, processes and policies adopted for
implementation are regularly reviewed by the Board using key
performance indicators. To assist it in fulfilling its obligations, the
Board has delegated responsibility to the Chief Executive Officer.
Principle 6:
Information and Professional Development
The Chief Executive Officer is appointed by the Board and enjoys
the full confidence of the Board. The Chief Executive Officer,
although responsible for the recruitment and selection of senior
management, consults with the Board on the appointment of, and
on a succession plan for, senior management.
Training (both internal and external) of management and
employees is a priority, coordinated through the office of the Chief
Executive Officer. On joining the Board, a director is provided with
briefings by the Chairman and the Chief Executive Officer on the
activities of the Company’s business areas. Furthermore, all new
directors are offered a tailored induction programme. Directors
may, where they judge it necessary to discharge their duties as
directors, take independent professional advice on any matter
at the Company’s expense. Under the direction of the Chairman,
the Company Secretary’s responsibilities include ensuring
good information flows within the Board and its committees
and between senior management and Non-Executive Directors,
as well as facilitating induction and assisting with professional
development as required.
Directors have access to the advice and services of the Company
Secretary, who is responsible for ensuring adherence to board
procedures, as well as good information flows within the Board
and its committees. The Chairman ensures that board members
continually update their skills and the knowledge and familiarity
with the Company required to fulfil their role both on the Board and
on the Board committees.
The Company provides the necessary resources for developing and
updating its directors’ knowledge and capabilities. The Company
Secretary is responsible for advising the Board through the
Chairman on all governance matters.
Principle 7:
Evaluation of the Board’s Performance
The role of the Board Performance Evaluation Committee
chaired by a Non-Executive Director, is to deal with the Board’s
performance evaluation and identify ways how to improve the
Board’s effectiveness. The evaluation exercise is conducted
annually through a Board Effectiveness Questionnaire prepared
by the Company Secretary in liaison with the Chairman of the
Committee. The Company Secretary discusses the results with
the Chairman of the Committee who then presents the same
to the Board together with initiatives undertaken to improve
the Board’s performance. The latest review has not resulted in
any material changes in the Company’s internal organisation or
in its governance structures. The Non-Executive Directors are
responsible for the evaluation of the Chairman of the Board.
Principle 8: Committees
Board Committees
The Board has set up the following subcommittees to assist it in the
decision-making process and for the purposes of good corporate
governance. The actual composition of these committees is
provided in the Annual Financial Report, but as stated earlier, each
of the three major shareholders and the public shareholders are
represented as far as possible.
The Audit Committee’s primary objective is to protect the
interests of the Company’s shareholders and assist the directors in
conducting their role effectively so that the Company’s decision-
making capability and the accuracy of its reporting and financial
results are maintained at a high level at all times.
The Audit Committee is composed of four members – Mr Roderick
Chalmers (Chairman), Mr Vincent Curmi, Mr Alberto Miceli Farrugia
and Mr Charles Borg – all being Non-Executive Directors. All
directors on the Audit Committee are independent and, in the
opinion of the Board, are free from any significant business, family
or other relationship with the Company, its shareholders or its
management that would create a conflict of interest such as to
impair their judgement. Mr Chalmers is a professional, qualified
accountant with competence in matters relating to accounting and
auditing. The Audit Committee as a whole has extensive experience
in matters relating to the Company’s area of operations, and
therefore has the relevant competence required under Capital
Markets Rule 5.118. The Audit Committee oversees the conduct of
the external audits and acts to facilitate communication between
the Board, Management and the external auditors.
The external auditors are invited to attend specific meetings of
the Audit Committee and are also entitled to convene a meeting
of the Committee if they consider that it is necessary so to do. The
Chairman, the Chief Executive Officer and the Financial Controller
are also invited to attend Audit Committee meetings. Members
of management may be asked to attend specific meetings at the
discretion of the Audit Committee.
During the year ended 31 January 2022, the Audit Committee held
four meetings.
The Related Party Transactions Committee is presided over by
the Non-Executive Vice Chairman and deals with and reports to
the Board on all transactions with related parties. In the case of
any director who is a related party with respect to a particular
transaction, such director does not participate in the Committee’s
deliberation and decision on the transaction concerned.
Control mechanisms relevant to the reporting of related party
transactions are in place to ensure that information is vetted and
collated on a timely basis, before reporting to the Related Party
Transactions Committee for independent and final review of the
transactions concerned.
The Remuneration Committee is dealt with under the
Remuneration Report which also includes the Remuneration
Statement in terms of Code Provisions 8.A.3 and 8.A.4.
The Nomination Committee chaired by the Chairman is entrusted
with leading the process for board appointments and to make
recommendations to it. Any proposal for the appointment of
a Director whether by the three major shareholders or by the
general meeting of shareholders should be accompanied by a
recommendation from the Board, based on the advice of the
Nomination Committee.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
24. Corporate Governance Statement
B. COMPLIANCE WITH THE CODE
– CONTINUED
Principle 8: Committees – continued
Board Committees – continued
Every shareholder owning twelve percent (12%) of the ordinary
issued share capital or more, is entitled to appoint and replace a
director for each and every twelve (12%) of such shares, and the
remaining ordinary shares not so utilised are entitled to fill the
remaining unfilled posts of directors. Thus, each of the three major
shareholders who are named and whose holdings are listed in the
notes to the financial statements (page 57), normally each appoint
two directors for a total of six, the remaining two directors then
being elected by the general public shareholders.
Accordingly, no individual or small group of individuals will be in
a position to dominate the Board. The interests of the directors in
the shares of the Company are disclosed in this Annual Financial
Report.
Principles 9 and 10: Relations with
Shareholders and with the Market, and
Institutional Shareholders
The Company recognises the importance of maintaining a dialogue
with its shareholders and of keeping the market informed to ensure
that its strategies and performance are well understood.
The Board endeavours to protect and enhance the interests
of both the Company and its shareholders, present and future.
The Chairman ensures that the views of shareholders are
communicated to the Board as a whole.
The Board always ensures that all holders of each class of capital
are treated fairly and equally. The Board also acts in the context
that its shareholders are constantly changing and consequently,
decisions take into account the interests of future shareholders as
well.
Shareholders appreciate the significance of participation in the
general meetings of the Company and particularly in the election
of directors. They hold directors to account for their actions, their
stewardship of the Company’s assets and the performance of the
Company.
The agenda for general meetings of shareholders and the conduct
of such meetings is arranged in such a manner to encourage valid
discussion and decision-taking.
The Chairman and the Chief Executive Officer also ensure that
sufficient contact is maintained with major shareholders to
understand issues and concerns.
The Company also communicates with its shareholders through
the Company’s Annual General Meeting (“AGM”) (further detail is
provided under the section entitled General Meetings).
The Chairman makes arrangements for the chairmen of the Audit
and Remuneration Committees to be available to answer questions,
if necessary.
Apart from the AGM, TE communicates with its shareholders by
way of the Annual Financial Report and Financial Statements, by
publishing its results on an annual basis.
The Company’s website (www.tridentestatesplc.com) also contains
information about the Company and its business, including an
Investor Relations section.
In addition, the Company holds a meeting for stockbrokers and
financial intermediaries once a year to coincide with the publication
of its financial statements.
The Company Secretary maintains two-way communication
between the Company and its investors. Individual shareholders
can raise matters relating to their shareholdings and the business
of the Group at any time throughout the year and are given
the opportunity to ask questions at the AGM or submit written
questions in advance.
In terms of Article 51 of the Articles of Association of the Company
and Article 129 of the Maltese Companies Act, the Board may
call an extraordinary general meeting on the requisition of
shareholders holding not less than one tenth (1/10) of the paid-up
share capital of the Company. Minority shareholders are allowed to
formally present an issue to the Board.
In the event of conflicts arising between minority shareholders and
the three major shareholders, who are also the original promoters
of the Company, every effort shall be made to seek mediation.
Principle 11: Conflicts of Interest
The Directors are strongly aware of their responsibility to act at
all times in the interest of the Company and its shareholders as a
whole and of their obligation to avoid conflicts of interest. The latter
may arise on specific matters. In such instances:
a director is obliged to make full and frank disclosure with
respect to any matter where there is a potential or actual conflict,
whether such conflict arises from personal interests or the
interests of the companies in which such person is a director or
officer;
the said director is excused from the meeting and accordingly is
not involved in the Company’s board discussion on the matter;
and
the said director does not vote on any such matter.
A director having a continuing material interest that conflicts with
the interests of the Company, is obliged to take effective steps
to eliminate the grounds for conflict. In the event that such steps
do not eliminate the grounds for conflict then the director should
consider resigning.
On joining the Board and regularly thereafter, the directors
are informed of their obligations on dealing in securities of the
Company within the parameters of law, including the Capital
Markets Rules.
The directors’ interests in the share capital of the Company as
at 31 January 2022 and as at 27 May 2022 are disclosed in the
Shareholder Information.
Principle 12: Corporate Social Responsibility
The principal objective of the Company’s commitment to Corporate
Social Responsibility (CSR) is to provide support where possible
in aspects that include social, occupational, financial, cultural and
historical values.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Corporate Governance Statement .25
C. NON-COMPLIANCE WITH THE CODE
Principle 4 (Code Provision 4.2.7):
This Code Provision recommends “the development of a
succession policy for the future composition of the Board and
particularly the executive component thereof, for which the
Chairman should hold key responsibility”. In the context of the
appointment of directors being a matter reserved exclusively to
TE’s shareholders (except where the need arises to fill a casual
vacancy) as explained under Principle 3 in Section B, and on the
basis of the Directors’ non-executive role, the Company does
not consider it feasible to have in place such a succession policy.
However, the recommendation to have in place such a policy will be
kept under review. An active succession policy is however in place
for senior executive positions in the Company including that of the
Chief Executive Officer.
D. INTERNAL CONTROL AND RISK
MANAGEMENT INTERNAL CONTROL
The key features of the Group’s system of internal control are as
follows:
Organisation:
The Board of Directors of the subsidiaries are made up of a majority
or all Board members of the Company and general and common
issues are discussed across the board.
Control Environment:
The Group is committed to the highest standards of business
conduct and seeks to maintain these standards across all of its
operations. Group policies and employee procedures are in place
for the reporting and resolution of fraudulent activities. The Group
has an appropriate organisational structure for planning, executing,
controlling and monitoring business operations in order to achieve
Group objectives.
Risk Identification:
Group management is responsible together with each Company’s
management, for the identification, evaluation, control and
reporting of major risks applicable to their areas of business.
Reporting:
The Group has 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 controls, segregation of duties
and reviews by management.
On a monthly basis the Board receives a comprehensive analysis of
financial and business performance, including reports comparing
actual performance with budgets as well as analysis of any
variances.
E. GENERAL MEETINGS
The manner in which the general meeting is conducted is outlined
in Articles 49 to 52 of the Company’s Articles of Association,
subject to the provisions of the Maltese Companies Act, 1995.
Save for the exceptional circumstances arising out of the legally
sanctioned delays allowed in times of the current pandemic, within
seven months of the end of the financial year, an Annual General
Meeting of shareholders is convened to consider the annual
consolidated financial statements, the directors’ and auditor’s
report for the year, to decide on dividends recommended by the
Board, to elect the directors and appoint the auditors. Prior to the
commencement of the Annual General Meeting, a presentation
is made to shareholders on the progress made and strategies
adopted during the year in the light of prevailing market and
economic conditions and the objectives set by the Board, and an
assessment on future prospects is given. The Group’s presence
on the worldwide web (www.tridentestatesplc.com) contains a
corporate information section.
Apart from the above, the Group publishes its financial results
every six months, and from time to time issues public notices
regarding matters which may be of general interest or of material
importance to shareholders and the market in general, or which
may concern price sensitive issues.
At the time of the Annual General Meeting, the publication of
the six monthly report or significant events affecting the Group,
public meetings are held to which institutional investors, financial
intermediaries and brokers are invited to attend. Press releases are
also issued from time to time on the business activities of the Group.
All shareholders in the Shareholders’ Register on the Record
Date as defined in the Capital Markets Rules, have the right to
attend, participate and vote at general meeting. A shareholder or
shareholders holding not less than 5% of the voting issued share
capital may request the Company to include items on the agenda
of a general meeting and/or table draft resolutions for items
included in the agenda of a general meeting. Such requests are to
be received by the Company at least forty-six (46) days before the
date set for the relative general meeting.
A shareholder who cannot participate in the general meeting
can appoint a proxy by written or electronic notification to the
Company. Every shareholder represented in person or by proxy is
entitled to ask questions which are pertinent and related to items
on the agenda of the general meeting and to have such questions
answered by the Directors or such persons as the Directors may
delegate for that purpose.
F. CODE OF CONDUCT
The Code of Conduct for TE employees was introduced in 2020.
The basic principles of the Company are a legacy of SFC and the
code reflects the same values of Success, Teamwork, Respect,
Integrity, Dynamism and Excellence which are abbreviated by the
acronym S.T.R.I.D.E.
TE’s reputation depends on how each of its employees conduct
themselves both individually and collectively as a company.
Therefore, the Code of Conduct is intended to serve as general
guidance for all employees who are expected to “do the right thing”
and to ensure the highest standards of integrity, mutual respect and
cordiality contributing to an ethical and professional environment.
The Code of Conduct makes it clear that the Board condemns
any form of bribery and corruption, improper payments as well
as money-laundering and has a zero-tolerance attitude to fraud
malpractice and wrongdoing, and a commitment to ethics and best
practice.
TE employees have a responsibility to voice their concerns when
they suspect/know that their superiors/colleagues are involved
in something improper, unethical or inappropriate or have
potentially infringed the Code of Conduct. The Speak-Up policy was
established to ensure that all cases of suspected wrongdoing are
reported and managed in a timely and appropriate manner.
Approved by Louis A. Farrugia (Chairman) and Vincent Curmi (Vice
Chairman) on behalf of the Board of Directors on 27 May 2022.
26. Remuneration Report
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
REMUNERATION REPORT
1. TERMS OF REFERENCE AND MEMBERSHIP
The Remuneration Committee is composed of three independent
non-executive Directors. During the financial year ended 31
January 2022 (FY 2022), the Remuneration Committee was
composed of Charles Borg (Chairman), Marquis Marcus John
Scicluna Marshall and Prof. Avv. Alberto Stagno d’Alcontres.
The Committee met twice during the year with two members in
attendance.
In terms of the Remuneration Policy of the Group, the
Remuneration Committee is responsible for reviewing and
approving all remuneration packages of Executive Directors. The
Remuneration Policy was approved by Shareholders at the 20th
Annual General Meeting held on 9 October 2020 with 33,496,250
votes in favour and 3,657 votes against and can be found on
the Group’s website www.tridentestatesplc.com. Any material
amendment to the Remuneration Policy shall be submitted to a
vote by the Annual General Meeting before adoption and shall in
any event be subject to confirmation at least every four years.
As provided in the Remuneration Policy, the recommendations
of the Remuneration Committee are submitted to the main
Board for consideration and final approval. Individual Executive
Directors recuse themselves from any participation in Board
discussions concerning their own remuneration as appropriate. The
Remuneration Committee is also responsible for drawing up and
proposing to the Company’s Board of Directors any amendments
thought necessary to the Remuneration Policy for consideration
and approval. Any amendments to the Remuneration Policy will
require the approval of Shareholders in General Meeting.
2. REMUNERATION STRATEGY AND POLICY
The strategy of the Trident Group is founded on developing and
managing quality property assets that create value to tenants and
provide a fair return to shareholders so as to ensure long-term
investment and profitable growth. It is believed that it is through
the implementation and observance of the above principles that
the Group will accomplish the vision of growing its business within
the local real estate sector.
The Trident Group has a small number of employees and a compact
management team. Notwithstanding the limited number of
personnel, in order to achieve the above strategic outcomes, it is
necessary that the Group attracts, retains and motivates the best
available talent at all levels – from the most recently recruited
trainee to members of the Board of Directors.
In order to be successful in this quest of attracting, retaining and
motivating best in class talent, it is essential that the Group’s
Remuneration Policy provides market-competitive salaries and
related benefits by reference to those provided by other entities
operating in the same market sector. There is therefore a clear
synthesis in the pay structures of all employees across the Group,
whether executive or otherwise, and the Board believes that this
approach serves the best long-term interests of all stakeholders.
The above principles apply equally to Remuneration Policy insofar
as Directors are concerned. However, there is a need to distinguish
between Executive and Non-Executive Directors, and further
details are provided below.
3. REMUNERATION POLICY – EXECUTIVE
DIRECTORS
Executive Directors are members of the Board who also have an
executive role in the day-to-day management of the Company
and the Group. For the purposes of this Remuneration Policy and
pursuant to Capital Markets Rule 12.2A, the Chief Executive Officer
is considered to be an Executive Director of the Company.
Insofar as Executive Directors are concerned, remuneration is
made up of the following components:
(a) Fixed Pay - Fixed or Base salary (including statutory bonus) -
established by reference to the role, skills and experience of the
individual concerned and appropriate market comparatives.
(b) Variable Paywhich is made up of two components as follows:
i. Performance bonus – a variable component established by
reference to the attainment or otherwise of pre-established
quantitative targets.
ii. Discretionary bonus – also a variable component,
established by reference to the evaluation of qualitative
goals which are reviewed from time to time.
Where applicable, the variable components to the remuneration
awarded to Executive Directors are established from year to year
and the quantitative and qualitative targets included therein would
change from time to time depending on the circumstances of the
business. Typically, targets directed towards the long-term interest
and sustainability of the Company and the Group would include,
but are not limited to, the achievement of set completion dates
and cost targets on development projects together with rental
take up rates on completion, agreed profit or EBITDA targets,
environmental and other ESG goals, and the implementation of
specifically defined business initiatives.
There are no pre-set fixed relationships between fixed and variable
remuneration – and these would vary between Executive Directors
(and indeed senior management). Whereas quantitative awards are
usually formulaic in their calculation, discretionary and qualitative
awards necessarily involve the application of subjective judgment.
Other provisions that form part of the Directors’ Remuneration
Policy include the following:
Claw Backs – there are no claw back provisions in place in
respect of variable salary awards.
Benefits – which would comprise those benefits normally
available to senior executives comprising principally (a) the
provision of a suitable (taxed and insured) company car, (b)
standard executive health insurance and life assurance cover,
(c) mobile phone and allowance (d) other incidental benefits.
Executive Directors also receive an expense allowance in
reimbursement of certain expenses incurred in the execution of
their respective roles and duties.
Share Option schemes – to date it has not been the policy of the
Group to introduce any form of share option scheme or other
executive share awards.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Remuneration Report .27
3. REMUNERATION POLICY – EXECUTIVE
DIRECTORS CONTINUED
The Board believes that the above components of Executive
Director remuneration serve to contribute to the realization of the
Group’s long- term strategy and interest – and also serve to secure
alignment between the interests of the Executive Directors and
that of the Shareholders.
Members of the Board of Directors appointed under the provisions
of Article 96 retire from office at least once every three years
but remain eligible for re-appointment. Those members of the
Board elected under the provisions of Article 97 shall retire from
office at the end of the next Annual General Meeting following
their election, and also remain eligible for re-election. The CEO is
engaged without a fixed term contract. In terms of current labour
regulations, the CEO (and the senior management team) are all
regarded as employees on indefinite contracts.
4. REMUNERATION POLICY
NON-EXECUTIVE DIRECTORS
Non-Executive Directors are those members of the Board who
do not have a role in the day-to-day executive management of
the Company and the Group. Remuneration for Non-Executive
Directors is determined by the Board of Directors as a whole and
takes into account the skills required and those levels prevailing in
the market for entities of a similar size and complexity.
The aggregate remuneration payable to Non-Executive Directors is
approved by Shareholders in General Meeting pursuant to Article
81(1) of the Articles of Association of the Company and has two
components:
A fixed or base Director’s fee which is established by reference to
those levels prevailing in the market for entities of a similar size
and complexity.
Board Committee fee for membership of the various established
Board Committees. These Board Committee fees vary between
Committees depending upon the relative workloads and
time commitment involved, and the skill sets, experience and
professional knowledge required for the particular Committee
concerned.
From time-to-time circumstances may arise whereby the Board
of Directors (or members thereof) are faced in a particular year
with significantly higher and complex workloads than would be
the norm. In recognition of such circumstances, Board members
may be awarded an additional fixed fee on an exceptional basis.
Such additional awards would fall to be within the aggregate
approved amount by the general meeting in terms of Article 81(1)
of the Articles of Association of the Company.
Non-Executive Directors are not entitled to any contractual
pension, termination or retirement benefits. However, they may
be reimbursed certain expenses incurred in the discharge of their
responsibilities.
5. REMUNERATION – DIRECTORS AND CHIEF EXECUTIVE OFFICER
The following table provides a summary of the remuneration for the year ended 31 January 2022 for each individual Director and for the
Chief Executive Officer.
Directors’ Emoluments
Year ended 31 January 2022
Board +
Committee fees
Fixed pay
Variable pay
Benefits +
allowances
Aggregate
Louis Farrugia
Chairman
Executive 40,000 40,000
Charles Xuereb CEO 152,239 38,334 1,980 192,553
Vincent Curmi
Vice Chairman
Non-Executive 27,000 27,000
Charles Borg Non-Executive 21,000 21,000
Roderick Chalmers Non-Executive 25,000 25,000
Michael Farrugia Non-Executive 20,000 20,000
Alberto Miceli Farrugia Non-Executive 22,000 22,000
Marquis Marcus J. Scicluna Marshall Non-Executive 21,000 21,000
Prof. Avv. Alberto Stagno d’Alcontres Non-Executive 21,000 21,000
Board related emoluments included in the above table requiring Shareholder approval under Article 81 total €197,000 (approved limit:
€300,000). In 2021, the Chief Executive Officer received a fixed pay of €149,727, a variable pay of €38,334 and Benefits and allowances of
€1,980. The board and committee fees received by the directors remained unchanged from 2021.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
28. Remuneration Report
6. SHAREHOLDER INVOLVEMENT
Pursuant to Article 81 of the Memorandum and Articles of
Association of the Company, remuneration (emoluments) payable
to Directors with regard to their membership of the Board of
Directors is always subject to the maximum aggregate limit
approved by the Shareholders in General Meeting. This amount
was fixed at an aggregate sum of €300,000 per annum at the 18th
Annual General Meeting held on 27 June 2018.
Whereas remuneration paid to Executive Directors by virtue of their
executive office (as opposed to membership of the Board) is not
subject to the maximum aggregate limit stipulated under Article 81
as described above, with effect from FY 2021 and pursuant to the
requirements of Capital Markets Rules, the Remuneration Report
of the Company shall form part of the Annual Financial Report
and shall provide full details of remuneration paid to all Directors.
In accordance with Capital Markets Rule 12.26L and 12.26M, the
Remuneration Report will be subjected to an advisory vote by
the Shareholders at each Annual General Meeting and shall be
made available on the Company’s website for a period of 10 years
following the meeting.
7. SENIOR MANAGEMENT REMUNERATION
For the purposes of this Remuneration Report, “Senior
Management” shall mean the Chief Executive Officer, the Chief
Operating Officer and the Financial Controller. The Chief Executive
Officer is responsible for carrying out regular reviews of the
compensation structure pertaining to senior management in
the light of the Group’s performance, economic situation and
market trends. One of the main objectives is to recruit and retain
executives of high professional standards and competence who can
enhance the Group’s performance and assure the best operational
and administrative practices.
The Chief Executive Officer reports and makes recommendations
periodically to the Board and the Remuneration Committee on
the remuneration packages, including bonus arrangements, for
achieving pre–determined targets.
The Remuneration Committee is required to evaluate, recommend
and report on any proposals made by the Chief Executive Officer
relating to senior management remuneration and conditions
of service. The Committee considers that the current executive
management remuneration packages are based upon the
appropriate local market equivalents and are fair and reasonable
for the responsibilities involved. The Committee also believes that
the remuneration packages are such as to enable the Company
to attract, retain and motivate executives having the appropriate
skills and qualities to ensure the proper management of the
organisation.
The Committee is also charged with considering and determining
any recommendations from management on requests for early
retirement.
The terms and conditions of employment of senior executives
are set out in their respective contracts of employment with
the Company. As a general rule such contracts do not contain
provisions for termination payments and/or other payments linked
to early termination.
Senior management is eligible for an annual performance
bonus which is linked to agreed performance targets and their
achievement. The Remuneration Committee is of the view that
the relationship between fixed and variable remuneration and
performance bonus are reasonable and appropriate. There are no
claw-back provisions in respect of variable salary awards.
There are no executive profit sharing, share options or pension
benefit arrangements in place. Non–cash benefits to which Senior
Management are entitled comprise those normally available to
senior executives including the provision of a suitable taxed and
insured company car, executive health and life assurance cover, a
mobile phone package and other incidental corporate benefits.
During the year under review the total emoluments relating to the
Group Senior Management members were as follows:
Senior management remuneration
Fixed pay
Variable pay
Benefits +
allowances
Aggregate
Remuneration for year ending 31 January 2022 255,118 51,834 5,560 312,512
Remuneration for year ending 31 January 2021 247,423 51,833 5,560 304,816
The above table includes the remuneration and related benefits awarded to the Group’s Senior Management team.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Remuneration Report .29
8. APPENDIX 12.1 OF THE CAPITAL MARKETS RULES
The following table presents the annual change of remuneration, of the company’s performance, and of average remuneration on a full-time
equivalent basis of the company’s employees (other than directors) over the two most recent financial years as per the requirements within
Appendix 12.1 of the Capital Market Rules.
2022 2021 Change
€’000 €’000 %
Remuneration
Directors remuneration and committee allowances 197 197
CEO's remuneration 193 190 2
Total employee remuneration excluding directors & CEO 365 306 19
Average employee remuneration 41 38 6
Company performance
Value of investment property held under development 54,909 38,955 41
Profit after tax 63 550 (89)
Profit for the year excluding fair value movements 63 44 43
At this stage, the Group’s performance is primarily gauged on the progress made on the Trident Park development.
9. CONTENTS OF THE REMUNERATION REPORT
The contents of the Remuneration Report have been reviewed by the external Auditors to ensure that it conforms with the requirements of
Appendix 12.1 to Chapter 12 of the Capital Markets Rules.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
30. Statements of Financial Position
STATEMENTS OF FINANCIAL POSITION
As at 31 January
Group Company
2022 2021 2022 2021
Notes €’000 €’000 €’000 €’000
ASSETS
Non-current assets
Property, plant and equipment 4 51 51 51 51
Right-of-use assets 5 3,600 3,676 635 650
Investment property:
held under development 6 54,909 38,955
held as commercial property 6 12,394 12,394 9,736 9,736
held for future development 6 11,251 11,251 11,251 11,251
Investment in subsidiaries 7 520 520
Deferred tax asset 12 292 120
Total non-current assets 82,497 66,447 22,193 22,208
Current assets
Trade and other receivables 8 1,000 674 32,615 31,391
Advance payment 7 951 951
Cash and cash equivalents 9 785 1,723 597 1,290
Total current assets 1,785 2,397 34,163 33,632
Total assets 84,282 68,844 56,356 55,840
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Statements of Financial Position .31
As at 31 January
Group Company
2022 2021 2022 2021
Notes €’000 €’000 €’000 €’000
EQUITY AND LIABILITIES
Capital and reserves
Share capital 10 42,000 42,000 42,000 42,000
Share premium 10 2,833 2,833 2,833 2,833
Fair value gains reserve 11 3,442 3,442 1,472 1,472
Retained earnings 4,874 4,811 4,767 4,476
Total equity 53,149 53,086 51,072 50,781
Non-current liabilities
Borrowings 14 16,771 2,207 - -
Lease liabilities 5 3,733 3,751 687 687
Deferred tax liabilities 12 2,365 2,365 2,098 2,098
Total and other payables 13 2,545 166 - -
Total non-current liabilities 25,414 8,489 2,785 2,785
Current liabilities
Trade and other payables 13 5,630 7,133 2,451 2,204
Lease liabilities 5 17 17 - -
Current tax liabilities 72 119 48 70
Total current liabilities 5,719 7,269 2,499 2,274
Total liabilities 31,133 15,758 5,284 5,059
Total equity and liabilities 84,282 68,844 56,356 55,840
The Notes on pages 36 to 56 are an integral part of these consolidated financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 27 May 2022. The financial statements were
signed on behalf of the Board of Directors by Louis A. Farrugia (Chairman), Vincent Curmi (Vice Chairman) and Charles Xuereb (CEO) as per
the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
32. Statements of Comprehensive Income
STATEMENTS OF COMPREHENSIVE INCOME
Year ended 31 January
Group Company
2022 2021 2022 2021
Notes €’000 €’000 €’000 €’000
Revenue 15 1,128 1,143 762 760
Operating and administrative expenses 16 (805) (792) (242) (377)
Other income 11
Operating profit 323 362 520 383
Fair value gains on investment property 6 562 596
Finance costs 19 (182) (183) (35) (34)
Profit before tax 141 741 485 945
Tax expense 20 (78) (191) (194) (255)
Profit for the year and total comprehensive income 63 550 291 690
B asic and diluted earnings per share for the year
attributable to shareholders 22 0.002 0.013
The Notes on pages 36 to 56 are an integral part of these consolidated financial statements.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Statements of Changes in Equity .33
STATEMENTS OF CHANGES IN EQUITY
GROUP
Share
capital
Share
premium
Fair value
gains
reserve
Retained
earnings
Total
equity
Notes €’000 €’000 €’000 €’000 €’000
Balance at 31 January 2020 42,000 2,833 2,936 4,767 52,536
Comprehensive income
Profit for the year 550 550
Total comprehensive income 550 550
T ransfer of fair value movements on
investment property, net of
deferred tax 6,11 506 (506)
Balance at 31 January 2021 42,000 2,833 3,442 4,811 53,086
Balance at 1 February 2021 42,000 2,833 3,442 4,811 53,086
Comprehensive income
Profit for the year 63 63
Total comprehensive income 63 63
Balance at 31 January 2022 42,000 2,833 3,442 4,874 53,149
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
34. Statements of Changes in Equity
STATEMENTS OF CHANGES IN EQUITY– CONTINUED
COMPANY
Share
Capital
Share
premium
Fair value
gains
reserve
Retained
earnings
Total
equity
Notes €’000 €’000 €’000 €’000 €’000
Balance at 1 February 2020 42,000 2,833 935 4,323 50,091
Comprehensive income
Profit for the year 690 690
Total comprehensive income 690 690
T ransfer of fair value movements on
investment property, net of
deferred tax 11 (537)
Balance at 31 January 2021 42,000 2,833 1,472 4,476 50,781
Balance at 1 February 2021 42,000 2,833 1,472 4,476 50,781
Comprehensive income
Profit for the year 291 291
Total comprehensive income 291 291
Balance at 31 January 2022 42,000 2,833 1,472 4,767 51,072
The Notes on pages 36 to 56 are an integral part of these consolidated financial statements.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Statements of Cash Flows .35
STATEMENTS OF CASH FLOWS
Year ended 31 January
Group Company
2022 2021 2022 2021
Notes €’000 €’000 €’000 €’000
Cash flows from operating activities
Cash generated from operations 21 553 261 1,090 155
Interest paid (182) (183) (35) (34)
Net income tax paid (295) (287) (216) (208)
Net cash generated/(used in) from operating 76 (209) 839 (87)
Cash flows from investing activities
Purchase of property, plant and equipment 4 (15) (2) (15) (2)
P urchase of investment property including
advanced payments (15,546) (11,938)
Increase in advances to subsidiary (1,517) (11,203)
Net cash used in investing activities (15,561) (11,940) (1,532) (11,205)
Cash flows from financing activities
Drawdown of bank loan 14,564
Principal payment of lease liability (17) (20)
Net cash generated from/(used in) financing activities 14,547 (20)
Net movement in cash and cash equivalents (938) (12,169) (693) (11,292)
Cash and cash equivalents at beginning of year 1,723 13,892 1,290 12,582
Cash and cash equivalents at end of year 9 785 1,723 597 1,290
The Notes on pages 36 to 56 are an integral part of these consolidated financial statements.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
36. Notes to the Consolidated Financial Statements
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Notes to the consolidated financial statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented,
unless otherwise stated.
1.1 Basis of preparation
These consolidated financial statements include the financial
statements of Trident Estates plc and its subsidiaries. The
consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the EU and the requirements of the Maltese
Companies Act, (Cap. 386). They have been prepared under the
historical cost convention, as modified by the fair valuation of
investment property and except as disclosed in the accounting
policies below. Unless otherwise stated, all financial information
presented has been rounded to the nearest thousand.
The preparation of financial statements in conformity with IFRSs
as adopted by the EU requires the use of certain accounting
estimates. It also requires directors to exercise their judgement in
the process of applying the Group’s accounting policies (see Note
3 - Critical accounting estimates and judgements).
As at year end the Group has a net current liability position of
€5,783,000. Notwithstanding this, as at year end the Group has
unutilised long-term loan facilities of €11.7 million which it intends
to drawdown over the next months to finance the completion of the
Trident Park project. Consequently, the directors have concluded
that at the time of approving these financials statements the
group’s business is considered to be a going concern and the group
is able to finance its operations and capital project commitments in
the coming year.
Standards, interpretations and amendments to
published standards effective in 2022
In 2022, the Group and the company adopted amendments and
interpretations to existing standards that are mandatory to the
company’s accounting period beginning on 1 February 2021.
The adoption of these revisions to the requirements of IFRSs as
adopted by the EU did not result in substantial changes to the
company’s accounting policies.
Standards, interpretations and amendments to
published standards that are not yet adopted
Certain new standards, amendments and interpretations to existing
standards have been published by the date of authorisation for
issue of these financial statements, that are mandatory for the
company’s accounting policies beginning after 1 February 2021.
The Group and the Company have not early adopted these
revisions to the requirements of IFRSs as adopted by the EU and
the Group and the Company’s directors are of the opinion that
there are no requirements that will have possible significant impact
on the Group and the Company’s financial statements in the period
of initial application.
1.2 Consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The
Group controls an entity where the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases. An investment
in Subsidiary in the Company’s standalone financial statements is
measured at cost less impairment.
The Group uses the acquisition method of accounting to account
for business combinations. The consideration transferred for
the acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred and the equity interests issued
by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration
arrangement. Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their
fair values at the acquisition date. On an acquisition-by-acquisition
basis, the Group recognises any non-controlling interest in the
acquiree either at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition-date
fair value of any previous equity interest in the acquiree over
the fair value of the Group’s share of the identifiable net assets
acquired is recorded as goodwill. If this is less than the fair value of
the net assets of the subsidiary acquired in the case of a bargain
purchase, the difference is recognised directly in profit or loss
(Note 1.6).
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
A listing of the subsidiaries is set out in Note 27 to the financial
statements.
1.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional
currency’). The consolidated financial statements are presented in
euro which is the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit or loss.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .37
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED
1.4 Property, plant and equipment
Property, plant and equipment is initially recorded at historical
cost and is subsequently stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to
the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to profit or loss
during the financial period in which they are incurred.
Depreciation is calculated using the straight-line method to
allocate their cost to their residual values over their estimated
useful lives, as follows:
Motor vehicles 20%
Computer equipment 33%
Furniture and fittings 10%
Electronic equipment 25%
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its
recoverable amount if the asset’s carrying amount is greater than
its estimated recoverable amount (see Note 1.6).
Gains and losses on disposals are determined by comparing the
proceeds with carrying amount and are recognised in profit or loss.
1.5 Investment property
Property that is held for long-term rental yields or for capital
appreciation or both, and is not occupied by the Group, is classified
as investment property. Investment property comprises freehold
and leasehold property.
Investment property is measured initially at its historical cost,
including related transaction costs and borrowing costs. Historical
cost includes expenditure that is directly attributable to the
acquisition of the items. Borrowing costs which are incurred for
the purpose of acquiring or constructing a qualifying investment
property are capitalised as part of its cost. Borrowing costs are
capitalised while acquisition or construction is actively underway.
Capitalisation of borrowing costs is ceased once the asset is
substantially complete and is suspended if the development of the
asset is suspended. After initial recognition, investment property
is carried at fair value representing open market value determined
annually. Fair value is based on active market prices, adjusted, if
necessary, for any difference in the nature, location or condition of
the specific asset. If the information is not available, the Group uses
alternative valuation methods such as recent prices on less active
markets or discounted cash flow projections.
These valuations are reviewed annually. Investment property that
is being redeveloped for continuing use as investment property
or for which the market has become less active continues to be
measured at fair value. Fair value measurement on property
under construction is only applied if the fair value is considered
to be reliably measurable. The fair value of investment property
reflects, among other things, rental income from current leases and
assumptions about rental income from future leases in the light of
current market conditions. The fair value also reflects, on a similar
basis, any cash outflows that could be expected in respect of the
property.
Subsequent expenditure is capitalised to the asset’s carrying
amount only when it is probable that future economic benefits
associated with the expenditure will flow to the Group and the
cost of the item can be measured reliably. All other repairs and
maintenance costs are charged to profit or loss during the financial
period in which they are incurred. When part of an investment
property is replaced, the carrying amount of the replaced part is
derecognised.
The fair value of investment property does not reflect future capital
expenditure that will improve or enhance the property and does
not reflect the related future benefits from this future expenditure
other than those a rational market participant would take into
account when determining the value of the property.
Changes in fair values are recognised in profit or loss. Investment
properties are derecognised either when they have been disposed
of or when the investment property is permanently withdrawn from
use and no future economic benefit is expected from its disposal.
If an investment property becomes owner-occupied, it is
reclassified as property, plant and equipment. Its fair value at
the date of the reclassification becomes its cost for subsequent
accounting purposes. When the Group decides to dispose of an
investment property without development, the Group continues
to treat the property as an investment property. Similarly, if
the Group begins to redevelop an existing investment property
for continued future use as investment property, it remains an
investment property during the redevelopment.
If an item of property, plant and equipment becomes an investment
property because its use has changed, any difference resulting
between the carrying amount and the fair value of this item at
the date of transfer is treated in the same way as a revaluation
under IAS 16. Any resulting increase in the carrying amount of
the property is recognised in profit or loss to the extent that it
reverses a previous impairment loss; with any remaining increase
recognised in other comprehensive income, directly to revaluation
surplus within equity. Any resulting decrease in the carrying
amount of the property is initially charged to other comprehensive
income against any previously recognised revaluation surplus, with
any remaining decrease charged to profit or loss. Upon the disposal
of such investment property, any surplus previously recorded in
equity is transferred to retained earnings; the transfer is not made
through profit or loss.
Where an investment property undergoes a change in use,
evidenced by commencement of development with a view to sale,
the property is transferred to inventories. A property’s deemed cost
for subsequent accounting as inventories is its fair value at the date
of change in use.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
38. Notes to the Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED
1.6 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to
amortisation and are tested annually for impairment. Assets
that are subject to amortisation or depreciation are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment
loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs to sell and value in
use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
1.7 Financial instruments
Classification
The Group and Company classifies their financial assets as financial
assets measured at amortised costs. The classification depends on
the entity’s business model for managing the financial assets and
the contractual terms of the cash flows. The Group and Company
classifies their financial assets as at amortised cost only if both the
following criteria are met:
The asset is held within a business model whose objective is to
collect the contractual cash flows, and
The contractual terms give rise to cash flows that are solely
payments of principal and interest.
Assessment whether contractual cash flows are solely
payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the
fair value of the financial asset on initial recognition. ‘Interest’ is
defined as consideration for the time value of money and for the
credit risk associated with the principal amount outstanding during
a particular period of time and for other basic lending risks and
costs (e.g. liquidity risk and administrative costs), as well as a profit
margin.
In assessing whether the contractual cash flows are solely
payments of principal and interest, the Group and Company
consider the contractual terms of the instrument. This includes
assessing whether the financial asset contains a contractual term
that could change the timing or amount of contractual cash flows
such that it would not meet this condition.
Recognition and measurement
Regular way purchases and sales of financial assets are recognised
on the trade date, which is the date on which the Group commits
to purchase or sell the asset. Financial assets are derecognised
when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership.
At initial recognition, the Group measures a financial asset at
its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset.
Interest income on debt instruments measured at amortised cost
from these financial assets is included in finance income using
the effective interest rate method. Any gain or loss arising on
derecognition of these instruments is recognised directly in profit
or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a
separate line item in the statements of comprehensive income.
Impairment
The Group assesses on a forward-looking basis the expected
credit losses (ECL) associated with its debt instruments carried
at amortised cost. The impairment methodology applied depends
on whether there has been a significant increase in credit risk. The
Group’s financial assets are subject to the expected credit loss
model.
Expected credit loss model
The Group measures loss allowances at an amount equal to lifetime
ECLs, except for the following, which are measured at 12-month
ECLs:
debt securities that are determined to have low credit risk at the
reporting date; and
other debt securities and bank balances for which credit risk has
not increased significantly since initial recognition.
When determining whether the credit risk of a financial asset
has increased significantly since initial recognition and when
estimating ECLs, the Group considers reasonable and supportable
information that is relevant and available without undue cost or
effort. The Group assumes that the credit risk on a financial asset
has increased significantly if it is more than 30 days past due, and
it considers a financial asset to be in default when the borrower is
unlikely to pay its credit obligations to the Group in full, without
recourse by the Group to actions such as realising security (if any is
held); or the financial asset is more than 90 days past due.
Lifetime ECLs are the ECLs that result from all possible default
events over the expected life of a financial instrument. 12-month
ECLs are the portion of ECLs that result from default events that
are possible within the 12 months after the reporting date (or a
shorter period if the expected life of the instrument is less than 12
months). The maximum period considered when estimating ECLs is
the maximum contractual period over which the Group is exposed
to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit
losses are measured as the present value of all cash shortfalls.
ECLs are discounted at the effective interest rate of the financial
asset.
At each reporting date, the Group assesses whether financial
assets carried at amortised cost are credit-impaired. A financial
asset is ‘credit-impaired’ when one or more events that have a
detrimental impact on the estimated future cash flows of the
financial asset have occurred. Evidence that a financial asset
is credit-impaired includes observable data such as significant
financial difficulty of the borrower or issuer, or a breach of contract
such as a default or being more than 90 days past due.
Loss allowances for financial assets measured at amortised cost
are deducted from the gross carrying amount of the assets.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .39
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED
1.8 Trade and other receivables
Trade receivables comprise amounts due from customers for
services performed in the ordinary course of business. If collection
is expected in one year or less (or in the normal operating cycle of
the business if longer), they are classified as current assets. If not
they are presented as non-current assets.
Trade and other receivables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest method, less expected credit loss allowance (Note 1.7).
Details about the Group’s impairment policies and the calculation
of loss allowance are provided in Note 1.7.
1.9 Current and deferred tax
The tax expense for the period comprises current and deferred
tax. Tax is recognised in the statements of comprehensive income
except to the extent that it relates to items recognised directly in
other comprehensive income or directly in equity. In this case the
tax is also recognised in other comprehensive income or directly in
equity.
Current tax is the expected tax payable on the taxable income for
the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is recognised using the liability method, on temporary
differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. However,
deferred tax liabilities are not recognised if they arise from the
initial recognition of goodwill; deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of
the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates (and laws) that have
been enacted or substantially enacted by the end of the reporting
period and are expected to apply when the related deferred tax
asset is realised or the deferred tax liability is settled.
Under this method the Group is required to make a provision for
deferred taxes on the fair valuation of certain non-current assets.
Such deferred tax is charged or credited directly to profit or loss.
Deferred tax assets are recognised only to the extent that it is
probable that future taxable profits will be available against which
the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities and when the deferred tax assets and liabilities relate
to income tax levied by the same taxation authority on either the
same taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
1.10 Cash and cash equivalents
Cash and cash equivalents are carried in the statements of financial
position at face value. In the statements of cash flows, cash and
cash equivalents includes cash in hand, deposits held at call with
banks and bank overdrafts. Bank overdrafts, if any, are shown
within borrowings in current liabilities in the statements of financial
position.
1.11 Share capital and share premium
Ordinary shares are classified as equity. Amounts received in
excess of par value are credited to share premium. Incremental
costs directly attributable to the issue of new shares are shown
in share premium as a deduction, net of tax, from the proceeds.
Incremental costs directly attributable to the issue of new shares
or for the acquisition of a business, are included in the cost of
acquisition as part of the purchase consideration.
Dividend distribution to the Company’s shareholders is recognised
as a liability in the Group’s financial statements in the period in
which the dividends are approved by the Company’s shareholders.
1.12 Borrowings
Borrowings are recognised initially at the fair value of proceeds
received, net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost; any difference between
the proceeds (net of transaction costs) and the redemption value is
recognised in profit or loss over the period of the borrowings using
the effective interest method. Borrowings are classified as current
liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least twelve months after the end
of the reporting period.
1.13 Provisions
Provisions are recognised when the Group has a present legal or
constructive obligation as a result of past events, it is probable
that an outflow of resources embodying economic benefits will
be required to settle the obligation, and a reliable estimate of the
amount of the obligation can be made.
Provisions are measured at the present value of the expenditures
expected to be required to settle the obligation using a pre-tax
rate that reflects current market assessments of the time value of
money and the risks specific to the obligation. The increase in the
provision due to passage of time is recognised as finance cost.
1.14 Trade and other payables
Trade payables comprise obligations to pay for goods or services
that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if
payment is due within one year or less (or in the normal operating
cycle of the business if longer). If not, they are presented as non-
current liabilities.
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
40. Notes to the Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED
1.15 Financial liabilities
The Group recognises a financial liability in its statement of
financial position when it becomes a party to the contractual
provisions of the instrument. The Group’s financial liabilities are
classified as financial liabilities which are not at fair value through
profit or loss (classified as ‘Other liabilities’). These financial
liabilities are recognised initially at fair value, being the fair value
of consideration received, net of transaction costs that are directly
attributable to the acquisition or the issue of the financial liability.
These liabilities are subsequently measured at amortised cost.
The Group derecognises a financial liability from its statement of
financial position when the obligation specified in the contract or
arrangement is discharged, is cancelled or expires.
1.16 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount
reported in the statements of financial position when there is a
legally enforceable right to set off the recognised amounts and
there is an intention to settle on a net basis, or realise the asset and
settle the liability simultaneously.
1.17 Revenue recognition
Revenue comprises the fair value of the consideration received or
receivable for the sale of goods and services in the ordinary course
of the Group’s activities. Revenue is shown net of value-added tax
or other sales taxes, returns, rebates and discounts. Revenue is
recognised as follows:
(a) Property related income
Rental income from investment property is recognised in profit
or loss on a straight line basis over the term of the lease. Lease
incentives granted are recognised as an integral part of the total
rental income, over the term of the lease.
(b) Finance income
Finance income is recognised on a time-proportion basis using
the effective interest method. When a receivable is impaired, the
Group reduces the carrying amount to its recoverable amount,
being the estimated future cash flows discounted at the original
effective interest rate of the instrument, and continues unwinding
the discount as finance income.
(c) Management fees and dividend income
Management fees charged from the Company to its subsidiaries
are not recorded as revenue, but as other income. Similarly, any
dividend income received from subsidiaries is also recorded as
other income.
1.18 Leases
The Group and Company is the lessor
Assets leased out under operating leases are included in
investment property in the statement of financial position and
are accounted for in accordance with accounting policy (note 1.5).
Rental income from operating leases recognised in profit or loss on
a straight-line basis over the lease term.
The Group and Company is a lessee
The group’s leasing activity and how this is accounted for.
The group and the Company have existing leases in relation to
ground rent. These contracts are long term in nature and does not
impose any covenants.
Leases are recognised as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available for use by
the company.
Each lease payment is allocated between the liability and finance
cost. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right-of-use
asset is amortised over the shorter of the asset’s useful life and the
lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liability includes the net present value of
the following lease payments:
fixed payments;
variable lease payments that are based on an index or a
rate, initially measured using the index or rate as at the
commencement date.
The lease payments are discounted using the lessee’s incremental
borrowing rate, being the rate that the lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value in a
similar economic environment with similar terms and conditions.
To determine the incremental borrowing rate, the Group and the
Company:
where possible, uses recent third-party financing received by the
lessee as a starting point,
adjusted to reflect changes in financing conditions since third
party financing was received;
uses a build-up approach that starts with a risk-free interest rate
adjusted for credit risk for
leases held by the company, where there is no third party
financing; and
makes adjustments specific to the lease, eg term, country,
currency and security.
Right-of-use assets are measured at cost comprising the following:
the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date
less any lease incentives received; and
any initial direct costs
Payments associated with short-term leases and leases of low-
value assets are recognised on a straight-line basis as an expense
in profit or loss. Short-term leases are leases with a lease term of 12
months or less.
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an
extension option, or not exercise a termination option. Extension
options (or periods after termination options) are only included in
the lease term if the lease is reasonably certain to be extended (or
not terminated).
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .41
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – CONTINUED
1.18 Leases – continued
The Group and Company is a lessee – continued
For leases of properties, the following factors are normally the most
relevant:
If there are significant penalties to terminate (or not extend), the
Group and Company are typically reasonably certain to extend
(or not terminate);
If any leasehold improvements are expected to have a significant
remaining value, the Group and Company are typically
reasonably certain to extend (or not terminate);
Otherwise, the Group and Company consider other factors
including historical lease durations and the costs and business
disruption required to replace the leased asset.
The lease term is reassessed if an option is actually exercised (or
not exercised) or the company becomes obliged to exercise (or not
exercise) it. The assessment of reasonable certainty is only revised
if a significant event or a significant change in circumstances
occurs, which affects this assessment, and that is within the control
of the lessee.
1.19 Borrowing costs
Borrowing costs which are incurred for the purpose of acquiring
or constructing qualifying property, plant and equipment or
investment property are capitalised as part of its cost. Borrowing
costs are capitalised while acquisition or construction is actively
underway, during the period of time that is required to complete
and prepare the asset for its intended use. Capitalisation of
borrowing costs is ceased once the asset is substantially complete
and is suspended if the development of the asset is suspended.
All other borrowing costs are expensed. Borrowing costs are
recognised for all interest-bearing instruments on an accrual basis
using the effective interest method. Interest costs include the
effect of amortising any difference between initial net proceeds
and redemption value in respect of the Group’s interest-bearing
borrowings.
1.20 Earnings per share
The Group presents basic earnings per share (EPS) data for
its ordinary shares. Basic EPS is calculated by dividing the
consolidated profit or loss attributable to ordinary shareholders of
the Company by the weighted average number of ordinary shares
outstanding at the end of the period. Where the company increases
its share capital through a rights issue, comparative EPS is restated
to reflect the situation as if the discount embedded within the
rights issue had been in place at the beginning of the comparative
period.
1.21 Segment reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to Management. Management is
responsible for allocating resources and assessing performance of
the operating segment. The Group’s resources and performance
are monitored and reported in one segment.
2. FINANCIAL RISK MANAGEMENT
2.1 Financial risk factors
The Group’s activities potentially expose it to a variety of financial
risks: market risk (including fair value interest rate risk and
cash flow interest rate risk), credit risk and liquidity risk. The
Group’s overall risk management focuses on the unpredictability
of financial markets and seeks to minimise potential adverse
effects on the Group’s financial performance. The Group’s Board
provides principles for overall Group risk management, as well as
policies covering risks referred to above and specific areas such
as investment of excess liquidity. The Group did not make use of
derivative financial instruments to hedge certain risk exposures
during the current and preceding financial years.
(a) Market risk
(i) Cash flow and fair value interest rate risk
The Group’s income and operating cashflows are substantially
independent of changes in market international rates. The Group’s
interest rate risk arises from borrowings. The Group has bank
borrowings issued at fixed rates for the short and medium term
(Note 14). These bank loans do not expose the Group to cash flow
interest rate risk.
(b) Credit risk
The Group and Company measure credit risk and expected credit
losses using probability of default, exposure at default and loss
given default. Management considers both historical analysis and
forward-looking information in determining any expected credit
loss.
The Group’s and Company’s exposure to credit risk is limited to
the carrying amount of financial assets recognised at the reporting
date, as summarised below. The Group and Company’s exposures
to credit risk as at the end of the reporting periods are analysed as
follows:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Financial assets
measured at
amortised cost
Trade and other
receivables (Note 8) 685 299 32,519 31,023
Cash and cash
equivalents (Note 9) 785 1,723 597 1,290
1,470 2,022 33,116 32,313
To measure the expected credit losses, trade receivables, other
receivables and accrued income have been grouped based on
shared credit risk characteristics and the days past due.
The Company monitors the performance of its receivables on
a regular basis to identify expected collection losses, which are
inherent in the Group’s receivables, taking into account historical
experience.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
42. Notes to the Consolidated Financial Statements
2. FINANCIAL RISK MANAGEMENT
CONTINUED
2.1 Financial risk factors – continued
(b) Credit risk – continued
The maximum exposure to credit risk at the end of the reporting
period in respect of the financial assets mentioned above is
equivalent to their carrying amount as disclosed in the respective
notes to the financial statements. The Group holds collateral in the
form of cash deposits and other guarantees received from tenants
totalling to €696,000 (2021: €166,000) as security for rents and
leases due.
The Group’s and the Company’s operations are principally carried
out in Malta and their revenues originate from clients based in
Malta. The Group and Company assess the credit quality of its
customers taking into account financial position, past experience
and other factors. The loss allowances for financial assets are based
on assumptions about risk of default and expected loss rates. The
Group and Company uses judgement in making these assumptions
and selecting the inputs to the impairment calculation, based
on the Group’s and Company’s past history, existing market
conditions as well as forward-looking estimates at the end of
each reporting period. The Group presently has a small number
of clients as tenants, these mainly relate to companies within the
Farsons Group. The Group assessed the respective credit risk and
concluded that despite this concentration, these tenants are able
to honor their contractual commitments. Loss allowances remained
unchanged from the prior year in respect of trade debtors that
were not expected to be recovered (2021: €26,000).
The Company’s receivables comprise amounts due from
subsidiaries which are considered to have low credit risk, and the
loss allowance recognised during the period was therefore limited
to 12 months expected losses. Management consider ‘low credit
riskfor instruments which have a low risk of default and the issuer
has a strong capacity to meet its contractual cash flow obligations
in the near term. This assessment takes into consideration
the financial position, performance and other factors of the
counterparty. Management monitors intra-group credit exposures
on a regular basis and ensures timely performance of these assets
in the context of overall Group liquidity management. The Group
and Company take cognisance of the related party relationship
with these entities and management does not expect any losses
from non-performance or default.
At 31 January 2022 and 31 January 2021, cash is held with
reputable European financial institutions. Management consider
the probability of default to be close to zero as the counterparties
have a strong capacity to meet their contractual obligations in the
near term. As a result, no loss allowance has been recognised based
on 12-month expected credit losses as any such impairment would
be wholly insignificant to the Group.
(c) Liquidity risk
The Group and Company are exposed to liquidity risk in relation
to meeting future obligations associated with its financial
liabilities, which comprise principally lease liabilities trade and
other payables, amounts owed to related parties and subsidiaries
respectively (refer to Notes 8 and 13). Prudent liquidity risk
management includes maintaining sufficient cash and committed
credit lines to ensure the availability of an adequate amount of
funding to meet the Group’s and Company’s obligations.
Management monitors liquidity risk by means of cash flow
forecasts on the basis of expected cash flows over a twelve month
period and ensures that adequate financing facilities are in place
for the coming year. The Group ensures that it has enough cash
on demand, within pre-established benchmarks, to meet expected
operational expenses and servicing of financial obligations over
specific short-term periods, excluding the potential impact of
extreme circumstances that cannot reasonably be predicted. The
Group’s liquidity risk is actively managed taking cognisance of
the matching of cash inflows and outflows arising from expected
maturities of financial instruments, together with the Group’s
committed borrowing facilities and other financing that it can
access to meet liquidity needs.
The following table analyses the Group’s and Company’s financial
liabilities into relevant maturity groupings based on the remaining
period at the date of the statements of financial position to the
contractual maturity date. The amounts disclosed in the table are
the contractual undiscounted cash flows. Balances due within
twelve months equal their carrying balances, as the impact of
discounting is not significant.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .43
2. FINANCIAL RISK MANAGEMENT – CONTINUED
2.1 Financial risk factors – continued
(c) Liquidity risk – continued
Group
Carrying
amount
Contractual
cash flows
Within
one year
Between
one to
five years
More than
five years
€’000 €’000 €’000 €’000 €’000
31 January 2022
Lease liabilities 3,750 11,751 198 798 10,755
Trade and other payables 8,175 8,175 7,479 696
Borrowings 16,771 20,021 1,082 7,221 11,718
28,696 39,947 8,759 8,019 23,169
31 January 2021
Lease liabilities 3,768 11,793 198 796 10,799
Trade and other payables 7,299 7,299 7,133 166
Borrowings 2,207 2,444 65 2,379
13,274 21,536 7,396 3,175 10,965
Company
Carrying
amount
Contractual
cash flows
Within
one year
Between
one to
five years
More than
five years
€’000 €’000 €’000 €’000 €’000
31 January 2022
Lease liabilities 687 2,339 34 140 2,165
Trade and other payables 2,451 2,451 2,451
3,138 4,790 2,485 140 2,165
31 January 2021
Lease liabilities 687 2,217 34 138 2,045
Trade and other payables 2,204 2,204 2,204
2,891 4,421 2,238 138 2,045
2.2 Capital risk management
The Group’s objectives when managing capital are to safeguard the
Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, issue new
shares or sell assets to reduce debt.
The Group monitored the level of capital on the basis of the ratio
of aggregated net debt to total capital. Total debt is calculated as
total borrowings (as shown in the statement of financial position)
plus lease liabilities. Total capital is calculated as equity, as shown in
the statement of financial position, plus total debt. The aggregated
figures in respect of the group’s equity and borrowings are
reflected below:
Group
2022 2021
€’000 €’000
Total borrowings (Note 14) 16,771 2,207
Lease liabilities (Note 5) 3,750 3,768
Total debt 20,521 5,975
Total equity 53,149 53,086
Total capital 73,670 59,061
Gearing 28% 10.1%
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
44. Notes to the Consolidated Financial Statements
2. FINANCIAL RISK MANAGEMENT
– CONTINUED
2.2 Capital risk management – continued
The group manages the relationship between equity injections
and borrowings, being the constituent elements of capital as
reflected above from period to period, with a view to managing
the cost of capital. The level of capital of the group, as reflected
in the statement of financial position, is maintained by reference
to its respective financial obligations and commitments arising
from operational requirements. In view of the nature of the
group’s activities and the extent of borrowings or debt, the capital
level at the end of the reporting period is deemed adequate by
management.
2.3 Fair values of instruments not carried
at fair value
At 31 January 2022 and 2021, the carrying amounts of cash at
bank, trade and other receivables and trade and other payables
reflected in the financial statements are reasonable estimates
of fair value in view of the nature of these instruments or the
relatively short period of time between the origination of the
instruments and their expected realisation. The fair value of
amounts owed by subsidiaries which are current or repayable on
demand is equivalent to their carrying amount.
The fair value of non-current financial instruments for disclosure
purposes is estimated by discounting the future contractual cash
flows at the current market interest rate that is available to the
Group for similar financial instruments. The Group had total bank
borrowings of €16,771,000 as at 31 January 2022.
3. CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
Estimates and judgements are continually evaluated and based
on historical experience and other factors including expectations
of future events that are believed to be reasonable under the
circumstances.
In the opinion of the directors, the accounting estimates and
judgements made in the course of preparing these financial
statements, except as disclosed in Note 6, are not difficult,
subjective or complex to a degree which would warrant their
description as critical in terms of the requirements of IAS 1.
4. PROPERTY, PLANT AND EQUIPMENT
Group and Company
2022 2021
€’000 €’000
Year ended 31 January
Opening net book amount 51 68
Additions 15 2
Depreciation (15) (19)
Closing net book amount 51 51
At 31 January
Cost or valuation 122 107
Accumulated depreciation and
impairment (71) (56)
Closing carrying amount 51 51
Depreciation charge for the financial year is included in operating
and administrative expenses.
5. LEASES
The Group and the Company have various lease agreements for ground rent which are all long-term in nature. The weighted average
lessee’s incremental borrowing rate applied to the lease liabilities is 5%.
i.) Amounts recognised in the statement of financial position
The balance sheet shows the following amounts relating leases:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Right-of-use-assets
Land 3,600 3,676 635 650
Lease Liabilities
Current 17 17
Non-current 3,733 3,751 687 687
Total 3,750 3,768 687 687
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .45
5. LEASES – CONTINUED
ii.) Amounts recognised in the statement of comprehensive income
The statement of comprehensive income shows the following amounts relating to leases:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Amortisation of right-of-use-assets 75 75 15 14
Interest expense 181 183 34 34
6. INVESTMENT PROPERTY
Group 2022 2021
€’000 €’000
Year ended 31 January
Opening net book amount 62,600 45,796
Additions 15,954 16,242
Fair value gains 562
Closing net book value 78,554 62,600
At 31 January
Cost 61,358 45,404
Fair value gains 17,196 17,196
Net book amount 78,554 62,600
Additions for both 2022 and 2021 relate to the respective assets in
the course of construction.
Net fair value movements noted above comprise the following:
Group 2022 2021
€’000 €’000
Fair value gains
Held for future development 556
Current use as commercial premises 200
Fair value losses
Current use as commercial premises (194)
Net fair value movement for the year 562
Company 2022 2021
€’000 €’000
Year ended 31 January
Opening carrying amount 20,987 20,391
Fair value gains 596
Closing net book value 20,987 20,987
At 31 January
Cost 5,421 5,421
Fair value gains 15,566 15,566
Net book amount 20,987 20,987
Fair value of property
The Group is required to analyse non-financial assets carried at fair
value by level of the fair value hierarchy within which the recurring
fair value measurements are categorised in their entirety (level 1,
2 or 3). The different levels of the fair value hierarchy have been
defined as fair value measurements using:
Quoted prices (unadjusted) in active markets for identical assets
(Level 1);
Inputs other than quoted prices included within Level 1 that are
observable for the asset, either directly (that is, as prices) or
indirectly (that is, derived from prices) (Level 2);
Inputs for the asset that are not based on observable market
data (that is, unobservable inputs) (Level 3).
On 31 January 2022, the Directors assessed the valuations of
the Group’s and Company’s investment properties, which are
classified as commercial premises and held for future development
and determined that there were no significant variances in the
fair values as previously assessed by independent valuers. These
valuations were assessed on the basis of open market values after
considering the intrinsic value of the property and net potential
returns. The fair value of the property under development was also
assessed and the value of this investment property remained in
line with the carrying value of the asset.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
46. Notes to the Consolidated Financial Statements
6. INVESTMENT PROPERTY – CONTINUED
Fair value of property – continued
Furthermore, management also performed stress tests on
the valuation of the property under development on an upon
completion basis to determine the sensitivity of the asset’s value to
key market variables. The results of the stress tests indicated were
there to be a reduction of 10-15% in the projected overall rental
rates, this would potentially result in an impairment of between
€2 million and €3.8 million, whilst should the average projected
occupancy be between 5-20% lower than that projected for an
extended duration, the property may potentially be impaired by an
amount ranging between €1.2 million and €1.4 million. The Directors
believe that the stress tests represent relatively cautious scenarios
given the rates and occupancy levels already contracted at the year
end.
All the recurring property fair value measurements at 31 January
2022 use significant unobservable inputs and are accordingly
categorised within level 3 of the fair valuation hierarchy. The
Group’s policy is to recognise transfers in and out of fair value
hierarchy levels as of the beginning of the reporting period.
There were no transfers between different levels of the fair value
hierarchy during the year ended 31 January 2022.
A reconciliation from the opening balance to the closing balance
of investment property for recurring fair value measurements
categorised within level 3 of the fair value hierarchy, is reflected in
the table above.
Valuation processes
The valuations of the properties are performed regularly on the
basis of valuation reports prepared by independent and qualified
valuers. These reports are based on both:
information provided by the Group which is derived from the
Group’s financial systems and is subject to the Group’s overall
control environment; and
assumptions and valuation models used by the valuers - the
assumptions are typically market related. These are based on
professional judgement and market observation.
The information provided to the valuers, together with the
assumptions and the valuation models used by the valuers, are
reviewed by the Chief Executive Officer. This includes a review of
fair value movements over the period. When the Chief Executive
Officer considers that the valuation report is appropriate, the
valuation report is recommended to the Board. The Board
considers the valuation report as part of its overall responsibilities.
Valuation techniques
The external valuations of the level 3 property have been
performed using the discounted cash flow approach. Each property
was valued using the method considered by the external valuers
to be the most appropriate valuation method for that type of
property; the method, together with the fair value measurements,
was approved by the Board as described above.
In the case of the discounted cashflow approach the significant
unobservable inputs include a rental rate per square meter (also in
respect of comparable properties as described in the case of the
sales comparison approach) and a capitalisation rate (applied at
5.2% – 6.5%).
In the case of the façade property, the discounted projected
cash flows approach was applied taking into consideration the
development plan and projected time frames. The significant
unobservable inputs include annualised net cash inflows per square
meter (driven by premium market rentable rates), an expected
occupancy rate, a capitalisation rate (applied at 5.9%), and
development costs (based on high quality finishes).
Information about fair value measurements using significant unobservable inputs (level 3)
Group
Description by class
Fair
value Valuation technique Significant unobservable input
Range of
unobservable
Inputs
€’000
As at 31 January 2022
Property under development 54,909 Discounted cash flow approach Rental rate per square meter 70 – 257
Current use as commercial premises 12,394 Discounted cash flow approach Rental rate per square meter 53 – 434
Held for future development 11,251 Discounted cash flow approach Rental rate per square meter 105 – 130
As at 31 January 2021
Property under development 38,955 Discounted cash flow approach Rental rate per square meter 70 – 257
Current use as commercial premises 12,394 Discounted cash flow approach Rental rate per square meter 53 – 434
Held for future development 11,251 Discounted cash flow approach Rental rate per square meter 105 – 130
In respect of the discounted cash flow approach, the higher the annualised net cash inflows, and growth rate, the higher the fair value.
Conversely, the lower the discount rate, the estimated development costs, and capitalisation rate used in calculating the annualised net
cash inflows, the higher the fair value.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .47
6. INVESTMENT PROPERTY – CONTINUED
Information about fair value measurements using significant unobservable inputs (level 3) – continued
The following amounts have been recognised in the statements of comprehensive income:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Rental income 1,128 1,143 763 760
D irect operating expenses arising from rental investment property (75) (75) (15) (15)
Direct operating expenses above relate to the amortisation of the right-of-use asset. In addition to the above, the Group and Company have
incurred interest costs on the lease liabilities of €182,000 (2021: €183,000) and €35,000 (2021: €34,000) respectively classified under
finance costs as disclosed in Note 5. The future minimum lease payments are disclosed in Note 23.
7. INVESTMENT IN SUBSIDIARIES
Company
2022 2021
€’000 €’000
Year ended 31 January
Opening and closing net book amount 520 520
At 31 January
Cost and carrying amount 520 520
During the financial year ended 31 January 2018, the Company entered into a promise of sale agreement to acquire the remaining 50%
shareholding in Sliema Fort Company Limited from Food Chain Limited (a related party). This agreement is subject to approval by the Lands
Authority as landlord of the leasehold property owned by this entity. In terms of the share acquisition agreement, the management and
control of this entity is effectively held by the Company and accordingly this investment is being treated as an investment in subsidiary
in the books of the Company and consolidated on a line by line basis in the Group accounts. The Company has made an advance payment
amounting to €951,000 with respect to this acquisition. This amount is disclosed as an advanced payment under current assets in the
statement of financial position.
The principal subsidiaries at 31 January 2022, all of which are unlisted, are disclosed in Note 27 to these financial statements.
8. TRADE AND OTHER RECEIVABLES
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Current
Trade receivables 91 15 34 2
Amounts due from subsidiary - 32,450 31,002
Amounts due from related parties 6 5 6 5
Indirect taxation 588 279 14
Advance payments to suppliers 141 176
Prepayments and accrued income 174 199 125 368
1,000 674 32,615 31,391
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
48. Notes to the Consolidated Financial Statements
8. TRADE AND OTHER RECEIVABLES – CONTINUED
Amounts due from subsidiary and related parties are unsecured, interest free and are repayable on demand. As of 31 January 2022 and
2021 amounts owed by subsidiaries and related parties were fully performing and hence do not contain impaired assets. The Group’s
exposure to credit risk relating to trade and other receivables is disclosed in Note 2.
Trade receivables are stated net of provision for impairment of receivables.
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Provision on Trade receivables 26 26 26 26
9. CASH AND CASH EQUIVALENTS
For the purposes of the statements of cash flows, the cash and cash equivalents at the end of the reporting period comprise the following:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Cash at bank and in hand 785 1,723 597 1,290
The Group and the Company assessed the impairment for all classes of assets under IFRS 9 and the identified expected loss on cash and cash
equivalents to be provided for was not deemed material and thus it was not reflected in the Group’s and Company’s financial statements.
10. SHARE CAPITAL AND SHARE PREMIUM
Group & Company
2022 2021
€’000 €’000
Authorised:
42,000,003 ordinary shares of €1 each 42,000 42,000
Issued and fully paid:
42,000,003 ordinary shares of €1 each 42,000 42,000
Share premium 2,833 2,833
On 12 November 2019, the Company invited its shareholders to subscribe to a rights issue of 12,000,003 at an issue price of €1.25 per
share on the basis of 2 shares for every 5 shares held.
As stated in the prospectus, the main intention was to obtain additional funds to primarily finance the Trident Park project. The issue was
fully subscribed. The difference between the issue price of €1.25 per share and the nominal value of each share was accounted for in the
Share Premium account. The related transaction costs amounting to €166,960 have been netted off against the share premium account.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .49
11. FAIR VALUE GAINS RESERVE
Group
2022 2021
€’000 €’000
Non-current assets
At beginning of year, net of deferred tax 3,442 2,936
F air value movements on investment property, net of deferred tax 506
At 31 January 3,442 3,442
Company
2022 2021
€’000 €’000
Non-current assets
A t beginning of the year, net of deferred tax 1,472 935
F air value movements on investment property, net of deferred tax 537
At 31 January 1,472 1,472
The fair value gains reserve was created on the fair valuation of the Group’s and Company’s investment property and property classified as
held for sale. Related deferred tax was debited to this reserve.
This reserve is a non-distributable reserve.
12. DEFERRED TAXATION
Deferred taxes are calculated on all temporary differences under the liability method and are measured 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 (and tax laws) that have been enacted by the end
of the reporting period. The principal tax rate used is 35% (2021: 35%), with the exception of deferred taxation on the fair valuation of non-
depreciable property which is computed on the basis applicable to disposals of immovable property, that is, a tax effect of 10% (2021: 10%)
of the transfer value.
The movement in the deferred tax account is as follows:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
At the beginning of the year 2,245 2,308 2,098 2,039
(Released)/charged to profit or loss (Note 20) (172) (63) 59
At end of year 2,073 2,245 2,098 2,098
The balance at 31 January represents temporary differences on:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Fair value of investment property – Deferred Tax Liability 2,365 2,365 2,098 2,098
Unutilised tax losses – Deferred Tax Asset (292) (120)
2,073 2,245 2,098 2,098
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
50. Notes to the Consolidated Financial Statements
13. TRADE AND OTHER PAYABLES
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Non-current
Other payables 696 166
Accruals and deferred income 1,849
Non-current 2,545 166
Current
Trade payables 1,812 1,920 42 60
Amounts owed to related parties 34 6 6
Amounts owed to subsidiaries 2,017 1,865
Indirect taxes and social security 80 10 81
Other payables 28 35
Accruals and deferred income 3,676 5,162 311 273
Current 5,630 7,133 2,451 2,204
Total trade and other payables 8,175 7,299 2,451 2,204
Amounts owed to subsidiaries and related parties are unsecured, interest free and are repayable on demand. Other payables amounting to
€696,000 (2021: €166,000) represent security deposits paid by tenants which will be refunded upon termination of lease agreement.
The Group accruals include €5,176,000 (2021: €4,853,000) development costs accrued for in relation to the Trident Park project.
The Group and Company’s exposure to liquidity risk relating to trade and other payables is disclosed in Note 2.
14. BORROWINGS
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Non-current
Bank loan 16,771 2,207
The Group secured long-term borrowings from a third-party bank during the prior year to finance the completion of the Trident Park
project. The balance of the loan as at 31 January 2022 amounted to €16,771,000 (2021: 2,207,000).
The Group’s banking facilities as at 31 January 2021 amounted to €28,500,000 (2021: €28,500,000). As at year end, the Group has an
unutilised banking facility in relation to the Trident Park project amounting to €11,729,000 (2021: €26,293,000).
The company’s borrowings are secured by a general hypothec over the company’s assets and a special hypothec over its property, as well
as a pledge over insurance policies.
The interest rate exposure of the borrowings of the Group was as follows:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
At fixed rate 16,771 2,207
The effective interest rate as at the end of the reporting period on the Group’s bank loan was 2.95% (2021: 2.95%).
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .51
15. REVENUE
All the Group’s revenue, which arises solely in Malta, is derived from rents receivable on properties rented out. Management considers
the Group and the Company as one operating segment and accordingly, the presentation of segment information as required by IFRS 8,
Operating Segments, within these financial statements is not deemed applicable.
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Rental income 1,128 1,143 762 760
16. EXPENSES BY NATURE
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Depreciation of property, plant and equipment (Note 4) 15 19 15 19
Amortisation charge of right-of-use assets 75 75 15 14
Directors remuneration 197 197 197 197
Employee benefit expense (Note 17) 249 214 468 205
Other expenses 244 287 194 211
Gross operating and administrative expenses 805 792 889 646
Management fee (647) (269)
Net operating and administrative expenses 805 792 242 377
Auditor’s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 January 2022 and 2021 relate to the following:
Group
2022 2021
€’000 €’000
Annual statutory audit 38 38
Tax advisory and compliance services 6 8
Other assurance services 4 5
48 51
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
52. Notes to the Consolidated Financial Statements
17. EMPLOYEE BENEFIT EXPENSE
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Wages and salaries 443 400 443 400
Social security costs 15 6 15 6
458 406 458 406
Recharged from related parties 100 90
Recharged to subsidiaries (408) (201)
558 496 50 205
Classified under:
S tatement of comprehensive income – Operating and
administrative expenses 249 214 50 205
Statement of financial position – Investment property 309 282
558 496 50 205
The average number of full time employees employed/recharged during the year.
Group Company
2022 2021 2022 2021
Administration 10 9 10 7
18. DIRECTORS’ REMUNERATION
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Amounts paid
Fees 197 197 197 197
19. FINANCE COSTS
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Interest charge on lease liability 182 183 35 34
Finance costs of €523,000 (2021: €53,000) were capitalised as part of Investment Property (Note 6).
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .53
20. TAX EXPENSE
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Current tax expense 250 254 191 196
Deferred tax (income)/expense (Note 12) (172) (63) 59
78 191 191 255
The tax on the Group’s and Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as
follows:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Profit before tax 141 741 485 945
Tax on profit at 35% 49 259 170 331
Tax effect of:
Expenses not allowable for tax purposes 109 165 90 142
Maintenance allowance on rental income (55) (57) (44) (44)
Income taxed at reduced rates (25) (36) (25) (25)
Tax rules applicable to property values (140) (149)
Tax expense 78 191 197 255
21. CASH GENERATED FROM OPERATIONS
Reconciliation of operating profit to cash generated from operations:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Operating profit 323 362 520 383
Adjustments for:
Depreciation of property, plant and equipment (Note 4) 15 19 15 19
Amortisation charge of right-of-use asset (Note 5) 75 75 15 14
Changes in working capital:
Trade and other receivables (454) (242) 293 (357)
Trade and other payables 594 47 247 96
Cash generated from operations 553 261 1,090 155
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
54. Notes to the Consolidated Financial Statements
22. EARNINGS PER SHARE
Earnings per share is based on the profit for the financial year attributable to the shareholders of Trident Estates plc divided by the
weighted average number of ordinary shares in issue during the year and ranking for dividend.
Group
2022 2021
Profit from operations excluding fair value movements (€’000) 63 44
Profit from fair value movements (€’000) - 506
Profit attributable to shareholders (€’000) 63 550
Weighted average number of ordinary shares in issue (thousands) 42,000 42,000
Earnings per share attributable to profits excluding fair value movements €0.001
Earnings per share attributable to fair value movements €0.002 €0.012
Earnings per share for the year attributable to shareholders €0.002 €0.013
Basic and diluted EPS equates to the same amount as there are no potentially diluted shares in issue.
23. COMMITMENTS
Capital commitments
Commitments for capital expenditure related to investment property not provided for in these financial statements are as follows:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Authorised and contracted 10,414 15,525
Authorised but not contracted 1,454 4,608
The above amount relates to the ‘Trident Parkproject which is budgeted to cost in the region of €53million. This project is being financed
partly through bank funding amounting to €28.5million which has been secured in prior year and partly through a share capital rights issue
that took place towards the end of this financial year.
Operating lease commitments – where Group and Company are a lessor
These leases principally relate to property rentals. The future minimum lease payments receivable under non-cancellable operating leases
are as follows:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Not later than 1 year 1,520 1,093 720 764
Between 1 and 2 years 1,569 981 630 635
Between 2 and 3 years 1,531 1,029 582 677
Between 3 and 4 years 1,061 574 183 302
Between 4 and 5 years 905 307 135 199
Later than 5 years 1,774 1,188 374 562
8,361 5,172 2,625 3,139
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements .55
24. DIVIDENDS
The Board of Directors (the “Board”) did not declare an interim dividend during financial year ended 31 January 2022, and in view of the
uncertainty caused by the COVID-19 pandemic and the current stage of finalisation of the Trident Park project, do not believe that it would
be appropriate to recommend the declaration of a final dividend to the forthcoming Annual General Meeting.
25. RELATED PARTY TRANSACTIONS
The following companies (and their respective subsidiaries and jointly-controlled entities) are considered to be related parties by virtue of
their shareholding in the Company:
Percentage of shares held
2022 2021
Farrugia Investments Limited 24.93 24.93
M.S.M. Investments Limited 25.06 25.06
Sciclunas Estates Limited 24.89 24.89
The remaining 25.12% of the shares are widely held. The shareholdings of the above-mentioned companies remain the same despite the
rights issue which took place during the year.
The directors make particular reference to the fact that Simonds Farsons Cisk plc and its subsidiaries are considered to be related parties
due to common directors and the common shareholding.
The following operational transactions were carried out with related parties:
Group Company
2022 2021 2022 2021
€’000 €’000 €’000 €’000
Income from goods and services
From fellow subsidiaries
Management fee 647 269
From related parties
Rental income 745 742 637 634
Expenditure for goods and services
From parent and related parties
Recharged payroll expenses 89 89
other recharged expenses 42 42
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
56. Notes to the Consolidated Financial Statements
25. RELATED PARTY TRANSACTIONS CONTINUED
Key management personnel compensation for 2022 and 2021, consisting of directors’ and senior management remuneration, is disclosed
as follows:
Group
2022 2021
€’000 €’000
Directors 197 197
Senior Management 313 305
510 502
Amounts due from/to fellow subsidiaries, are disclosed in Notes 8 and 13 of these financial statements.
26. STATUTORY INFORMATION
Trident Estates plc is a public limited liability company incorporated in Malta.
27. SUBSIDIARIES
The principal subsidiaries at 31 January 2022 are shown below:
Registered office Principal activities Percentage of shares held
2022 2021
Mensija Catering Company Limited Trident Park
Mdina Road, Zone 2,
Central Business
District, Birkirkara
Property leasing 100 100
Neptune Properties Limited Trident Park
Mdina Road, Zone 2,
Central Business
District, Birkirkara
Non-operating 100 100
Trident Park Limited Trident Park
Mdina Road, Zone 2,
Central Business
District, Birkirkara
Property development
and leasing
100 100
Sliema Fort Company Limited Trident Park
Mdina Road, Zone 2,
Central Business
District, Birkirkara
Property leasing 100 100
28. SUBSEQUENT EVENTS
Subsequent to the Group’s financial year ending 31 January 2022, the conflict in Ukraine disrupted supply chains across the world and
created shortages in raw building materials. This has resulted in the increase of material and transportation costs which may have an impact
on the final cost of the Trident Park project, albeit to a limited extent given that the development is in its final stages.
TRIDENT ESTATES PLC ANNUAL FINANCIAL REPORT 2021/2022
CONSOLIDATED FINANCIAL STATEMENTS
Shareholder Information .57
TRIDENT ESTATES PLC
SHAREHOLDER INFORMATION
Directors’ interests in the share capital of the company
Ordinary shares held as
at 31 January 2022
Ordinary shares held as
at 30 April 2022
Louis A. Farrugia 42,313 42,313
Michael Farrugia 7,773 7,773
Prof. Avv. Alberto Stagno d’Alcontres 801 801
Directors’ interests listed above are inclusive of shares held in the name of the relative spouse and minor children as applicable.
Mr Alberto Miceli Farrugia and Prof. Avv. Alberto Stagno d’Alcontres have a beneficial interest in M.S.M. Investments Limited. Mr Louis A.
Farrugia has a beneficial interest represented by 1 share in Farrugia Investments Limited. Mr Louis A. Farrugia and Mr Michael Farrugia
respectively have a beneficial interest in 25% and 12.5% of the shares in Farrugia Holdings Limited which holds the rest of the shares in
Farrugia Investments Limited. There has been no movement in the above stated shareholdings during the period from 31 January 2022 to
30 April 2022.
Shareholders holding 5% or more of the equity share capital as at 30 April 2022
Ordinary shares
Number of shares Percentage holding
Farrugia Investments Limited 10,471,062 24.93
M.S.M. Investments Limited 10,523,255 25.06
Sciclunas Estates Limited 10,453,489 24.89
Shareholding details
As at 30 April 2022, the company’s issued share capital was held by the following shareholders:
Number of shareholders
Ordinary shares at €1.00 each 1,732
The holders of the Ordinary shares have equal voting rights.
Number of shareholders as at 30 April 2022
Number of shareholders Number of shares Percentage holding
Ordinary shares of €1.00 each
Up to 500 shares 522 122,058 0.29%
501 – 1,000 298 219,684 0.52%
1,001 – 5,000 634 1,439,662 3.43%
More than 5,000 278 40,218,559 95.76%
1,732 42,000,003 100.00%
The Brewery, Mdina Road, Zone 2, Central Business District, Birkirkara CBD 2010, Malta
Telephone (+356) 2381 4293
FOR THE YEAR ENDED
31 JANUARY 2022
ANNUAL
FINANCIAL
REPORT
2021/22

PwC_fl_4cp.eps

Independent auditor’s report

To the Shareholders of Trident Estates plc

 

Report on the audit of the financial statements

Our opinion

 

In our opinion:

 

    The Group financial statements and Parent Company financial statements (the “financial statements”) give a true and fair view of the Group and the Parent Company’s financial position of Trident Estates plc as at 31 January 2022, and of the Group’s and the Parent Company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and

      The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).

 

Our opinion is consistent with our additional report to the Audit Committee.

 

What we have audited

 

Trident Estates plc’s financial statements comprise:

 

        the Consolidated and Parent Company statements of financial position as at 31 January 2022;

        the Consolidated and Parent Company statements of comprehensive income for the year then ended;

        the Consolidated and Parent Company statements of changes in equity for the year then ended;

        the Consolidated and Parent Company statements of cash flows for the year then ended; and

        the notes to the financial statements, which include significant accounting policies and other explanatory information.

 

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Independence

 

We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for 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 Codes.

 

To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).

 

The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 February 2021 to 31 January 2022, are disclosed in Note 16 to the financial statements.

 

Our audit approach

 
Overview

 

image

       Overall Group materiality: €415,500, which represents approximately 0.5% of Total Assets

      The Group is composed of 5 reporting units all located in Malta.

    The Group engagement team carried out the audit of the financial statements of the Parent Company as well as the audit of the financial statements of all the subsidiaries of the Company.

 

       Valuation of Investment property for Group and Company

 

 

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Materiality

 

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

 

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

 

Overall group materiality

€415,500

How we determined it

Approximately 0.5% of Total Assets

Rationale for the materiality benchmark applied

We chose total assets as the benchmark because, in our view, it is the benchmark against which the underlying value of real estate companies is most commonly measured by users, and is a generally accepted benchmark. We chose 0.5% which is within the range of asset-based materiality thresholds that we consider appropriate.

 

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €41,550 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

 

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. 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.

 

Key Audit Matter

How our audit addressed the Key audit matter

 

Valuation of Investment property for Group and Company

Refer to note 6

 

The Group’s and Company’s investment property portfolio has a carrying amount of €78.5 million and €21 million respectively as at 31 January 2022. This year’s valuation assessment was performed by management, who also based its valuation conclusions on the third-party valuers’ reports issued for 2021.

 

The valuation of the Group’s and Company’s investment property portfolio is inherently subjective due to, among other factors, the individual nature of each property, its location and, where applicable, the expected future rentals for that particular investment property. For investment property being developed, factors taken into account include projected costs to completion, timing thereof and expected rental income.

 

Management also performed stress tests on the valuation of the property under development on an upon completion basis to determine the sensitivity of the asset’s value to key market variables. Whilst confirming the carrying value of the property, which amounts to 70% of the total property portfolio, the Directors believe that the stress tests represent relatively cautious scenarios given the rates and occupancy levels already contracted at the year end.

 

As disclosed in note 6 to the financial statements, the valuations have been performed using the discounted cashflow approach.

 

The board of directors considered the valuation report as part of its overall responsibilities. The significance of the estimates and judgements involved, coupled with the fact that only a small percentage difference in individual property valuations, when aggregated, could result in a material misstatement, warrants specific audit focus in this area.

 

 

 

 

We evaluated the methodology adopted in the valuations and the competence of the third-party valuers engaged in 2021, which included due consideration of their qualifications and expertise. We discussed with management, the valuation approach adopted, the key valuation assumptions and other judgements made in arriving at their conclusions with respect to the property valuations.

 

We engaged our own in-house experts to review the valuation approach adopted and underlying assumptions applied in the property valuations in order to assess the reasonableness of the fair value assigned to the properties.

 

We reviewed the key parameters adopted by the Group/Company in these valuations including reconciling this data to underlying current lease agreements and compared the key parameters to those provided to the third-party valuers engaged in 2021.

 

For investment property under development we analysed costs incurred to date with related supporting documentation and assessed that the carrying value as at year end is supported by the projected cash flows to the completion of the said development.

 

We discussed the valuations with the directors and concluded, based on our work, that the Group’s and Company’s property valuations were within an acceptable range of values.  

 

In addition, we evaluated the adequacy of the disclosures in Note 6 to the financial statements, including those regarding the key valuation assumptions applied in the property valuations. We discussed with management and obtained sufficient appropriate audit evidence to demonstrate that management’s assessment of the suitability of the inclusion of the valuation in the statements of financial position and disclosures made in the financial statements was appropriate. This note also explains the stress tests on the valuation of the property under development on an upon completion basis to determine the sensitivity of the asset’s value to key market variables and its impact on the  valuation of investment properties included in the statements of financial position as at 31 January 2022.

 

How we tailored our group audit scope

 

The Group is composed of five reporting units all located in Malta. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

 

The Group audit team performed all of this work by applying the overall Group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.

 

Other information

 

The directors are responsible for the other information. The other information comprises all of the other information in the Annual Financial 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 and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements

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.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of the directors and 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 IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), 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 Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing 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 ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

    Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

   Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control.

     Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

     Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern.

      Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

      Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

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 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, actions taken to eliminate threats or safeguards applied.

 

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 benefits of such communication.

 

Report 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 Annual Financial Report of Trident Estates plc for the year ended 31 January 2022, entirely prepared in a single electronic reporting format.

 

Responsibilities of the directors

 

The directors are responsible for the preparation of the Annual Financial Report, including the 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 Annual Financial Report, including the 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:

 

   Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.

     Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

      Examining the information in the Annual Financial Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.

 

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Opinion

 

In our opinion, the Annual Financial Report for the year ended 31 January 2022 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

 

Other reporting requirements

 

The Annual Financial Report 2022 contains other areas required by legislation or regulation on which we are required to report.  The Directors are responsible for these other areas.

 

The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.

 

Area of the Annual Financial Report 2022 and the related Directors’ responsibilities

Our responsibilities

Our reporting

Directors’ report

The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act.

We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.    

 

We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.

 

In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements.

 

In our opinion:

       the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

       the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386).

 

We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.

 

Corporate Governance Statement

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules.  The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97.  The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles.

 

We are required to report on the Statement of Compliance by expressing an opinion as to whether,   in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.

 

We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.

 

We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance 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 Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

 

We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.

Remuneration report

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules.

We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included.

In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

 

Other matters on which we are required to report by exception

We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion:

       adequate accounting records have not been kept, or 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  which, to the best of our knowledge and belief, we require for our audit.

 

We also have responsibilities under the Capital Markets 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.

 

Other matter – use of this report

 

Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.

 

 

Appointment

 

We were first appointed as auditors of the Company on 25 October 2000.  Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 21 years. The Company became listed on a regulated market on 30 January 2018.

 

 

 

PricewaterhouseCoopers

78, Mill Street

Zone 5, Central Business District

Qormi

Malta

 

 

David Valenzia

Partner

 

27 May 2022