22
August 2024
PLAZA CENTERS
N.V.
RESULTS FOR THE SIX MONTHS
ENDED 30 JUNE 2024
Plaza Centers N.V. ("Plaza" /
"Company" / "Group") today announces its results for the six months
ended 30 June 2024. The financial information for the half year
ended 30 June 2024 and 30 June 2023 has neither been audited nor
reviewed by the auditors.
Financial highlights:
· Consolidated cash position as of June 30, 2024 decreased by
circa €1.1 million
to app. €4.6 million (December 31, 2023: €5.7
million) as a result of general and legal expenses.
· €0.9
million loss recorded at an operating level (June 30, 2023: €0.9
million loss) mainly due to general and legal expenses.
· Recorded loss of €8.9 million (June 30, 2023: €0.6 million),
mainly due to finance results on bonds, general and legal
expenses.
· Basic
and diluted loss per share of €1.30 (30 June 2023: loss per share
of €0.09).
Material events during the period:
Tax authority
investigation:
On March 25, 2024 the Company
announced that further to its announcement dated March 27, 2023
with regards to the search and seizure operations carried by the
Indian tax authorities at the offices of Elbit Plaza India
Management Services Private Limited (hereinafter: "EPIM") (which is
a private company wholly owned by Elbit Plaza India Real Estate
Holdings Limited), EPIM has received a favorable order under which
investigation for one of the three years under investigation is
completed without imposing any liability on EPIM. Inquiry into the
remaining periods of the investigation is continuing and the
Company will update on any development.
Update regarding a change
Ragnar Trade holdings:
On January 31, 2024 the Company
announced that, Ragnar Trade spółka z ograniczoną
odpowiedzialnością ("Ragnar Trade") acquired about 343.9 thousand
shares of the Company, which amounted to 5.02% of the Company's
issued and paid capital. On February 5, 2024 the Company
announced that Ragnar Trade acquired share of the Company up to
level of 11.70% of the Company's issued and paid capital and on
February 19, 2024 it was announced that Ragnar Trade holdings in
the Company is decreased to 4.81% of the Company's issued and paid
capital, thus Ragnar Trade ceased to be related party of the
Company.
Deferral of payment of
Debentures and partial interests' payment:
Refer to the below in Liquidity
& Financing.
Dutch statutory
auditor:
Refer to Note 6(c) in the interim
condensed consolidated financial statements as of June 30,
2024.
Update regarding submission
of a request for arbitration against Romania with respect to the
"Casa Radio" project:
On March 29, 2024 the Company
announced that, it has received a further engagement letter
("Further Engagement Letter"), from the Company's primary legal
advisers in connection with the arbitration for the "Casa Radio"
project (the "Project"). The Further Engagement Letter is in line
with Company's projected cash flow that was approved at
Bondholders' Meeting from October 11, 2023.
On April 2, 2024 the Company filed
its Reply on the merits and counter memorial on jurisdiction at the
International Centre for the Settlement of Investment Disputes. The
Company's updated full compensation for its losses with respect to
the Project is currently estimated to be up to EUR 425,500,000 as
at 31 March, 2024.
Key
highlights since the period end:
Update regarding submission
of a request for arbitration against Romania with respect to the
"Casa Radio" project:
On July 15, 2024 Plaza received a
notice, on behalf of the Ministry of Finance of Romania, to start
an arbitration procedure under the rules of the London Court of
International Arbitration (hereafter: "Request") against the
Company, Elbit Imaging Ltd and a third-party private investor (the
Company, Elbit Imaging Ltd and the third-party private investor
will be collectively referred to below as: "the Respondents"). As
part of the request, the Ministry of Finance of Romania demands
compensation from the Respondents amounting to approximately EUR 96
million (before VAT and interest).
Commenting on the results, executive director Ron Hadassi
said:
"The Company is continuing to take
all necessary steps with Casa Radio Project. The Company has
submitted with the International Centre for Settlement of
Investment Disputes ("ICSID") a Request for Arbitration (the
"Request") against Romania for compensation of losses incurred due
to failure of the Romanian authorities to cooperate, negotiate and
adjust the PPP agreement."
For further details, please
contact:
Plaza
Ron Hadassi, Executive
Director
972-526-076-236
Notes to Editors
Plaza Centers N.V.
(www.plazacenters.com)
is listed on the Main Board of the London Stock Exchange, as of 19
October 2007, on the Warsaw Stock Exchange (LSE: "PLAZ", WSE:
"PLZ/PLAZACNTR") and, on the Tel Aviv Stock Exchange.
Forward-looking statements
This press release may contain
forward-looking statements with respect to Plaza Centers N.V.
future (financial) performance and position. Such statements are
based on current expectations, estimates and projections of Plaza
Centers N.V. and information currently available to the company.
Plaza Centers N.V. cautions readers that such statements involve
certain risks and uncertainties that are difficult to predict and
therefore it should be understood that many factors can cause
actual performance and position to differ materially from these
statements.
MANAGEMENT STATEMENT
During first half of 2024 the
Company also continued cost reductions in administrative expenses
and costs of operations. In connection with
Casa Radio Project, as stated above, the Company issued a Notice of
Dispute and Acceptance of Offer and Consent to Arbitrate to Romania
with respect to the Project and we hope this will help us to
unblock the current status of the Project. In
addition, on December 4, 2023 the Company and AFI Europe N.V. ("AFI
Europe") agreed to extend the Long Stop Date, which is the date on
which the parties will execute a share purchase agreement, subject
to the satisfaction of conditions precedent (the "SPA"), until
December 31, 2024.
Due to the board and management
estimation that the Company is unable to serve its entire debt
according to the current redemption date (January 1, 2025) in its
current liquidity position, the Company intends to request from the
bondholders of both series (Series A and Series B) postponement of
the repayment of the remaining balance of the bonds.
Results
During the first half of the year,
Plaza recorded a €8.9 million loss attributable to the shareholders
of the Company (30 June 2023: €0.6 million). Total result of
operations excluding finance income and finance cost was a loss of
€0.9 million in 2024 compared to reported loss of €0.9 million in
the first half of 2023. The losses were mainly due to
administrative expenses and arbitration costs.
Liquidity & Financing
Plaza ended the period with a
consolidated cash position of circa €4.6
million, compared to €5.7 million at the end of 2023.
As of June 30, 2024, the Group's
outstanding obligation to bondholders (including accrued interests)
are app. €142.3 million.
As disclosed in Note 6(d) below the
Company was not able to meet its final redemption obligation to its
(Series A and Series B) bondholders, due on July 1, 2024, and the
bondholders approved to postpone the final redemption date to
January 1, 2025.
Due to the board and management
estimation that the Company is unable to serve its entire debt
according to the current bond's repayment schedule in its current
liquidity position, the Company intends to request the bondholders
of both series to postpone the repayment of the remaining balance
of the bonds. However, there is an uncertainty if the bondholders
will approve the request. In the case that the bondholders would
declare their remaining claims to become immediately due and
payable, the Company would not be in a position to settle those
claims and would need to enter into an additional debt
restructuring or might cease to be a going concern.
Strategy and Outlook
The Company's priorities are focused
on efforts to sign definitive sale agreement of Casa Radio project.
The Company also intends to seek for bondholders' approval for
postponement of the repayment of the bonds. In addition, the
Company intends to continue the cost-cutting of its operational
cost.
OPERATIONAL REVIEW
The Company's current assets are
summarised in the table below (as of balance sheet
date):
|
Asset/ Project
|
Location
|
Nature of asset
|
Size
sqm
(GLA)
|
Plaza's effective ownership
%
|
Status
|
|
Casa Radio
|
Bucharest, Romania
|
Mixed-use retail, hotel and leisure
plus office scheme
|
467,000 (GBA including parking
spaces)
|
75
|
Pre-sale agreement signed
|
FINANCIAL REVIEW
Results
In 2024, the administrative expenses
amounted to €0.9 million, which was comparable to the first half of
2023. Administrative expenses for both periods include expenses for
legal services in respect to initiated by the Company of an
arbitration process in Romania as states above in connection with
Casa Radio Project.
Net finance result changed
from €0.3 million gain in the first 6 months of 2023 to €8.9
million loss in the first 6 months of 2024. The main
components of net finance incomes were foreign currency gain on
bonds (including inflation) and interests' expenses accrued on the
debentures which includes also penalty interest calculated on the
deferred principal.
As a result, the loss for the period
amounted to circa €8.9 million in the first 6 months of 2024,
representing a basic and diluted loss per share for the period of
€1.30 (H1 2022: €0.09 loss).
Balance sheet and cash flow
The balance sheet as of 30 June 2024
showed total assets of €4.7 million compared to total assets of
€5.8 million at the end of 2023, mainly as
a result of administrative expenses and
costs of operations.
The consolidated cash position (cash
on standalone basis as well as fully owned subsidiaries) as of 30
June 20234 decreased to €4.6 million (31 December 2023: €5.7
million).
As of 30 June 2024, the Company has
a balance sheet liability of €97.2 million from issuing bonds on
the Tel Aviv Stock Exchange. Additionally, the Company recorded
provision for interests on bonds as of June 30, 2024, in an amount
of €45.1 million (31 December 2023: €38.8 million).
Disclosure in accordance with
Regulation 10(B)14 of the Israeli Securities Regulations (periodic
and immediate reports), 5730-1970
1. General
Background
According to the abovementioned
regulation, upon existence of warning signs as defined in the
regulation, the Company is obliged to attach its report's projected
cash flow for a period of two years, commencing with the date of
approval of the reports ("Projected Cash Flow").
The material uncertainty related to
going concern was included in Note 1(b). In
light of the material uncertainty that the SPA between the Company
and AFI Europe N.V. will eventually be executed and/or that the
transaction will be consummated as presented above or at all (refer
to Note 5), the board and management estimates that the Company is
unable to serve its entire debt according to the due date the
bondholders approved to postpone the final redemption date.
Accordingly, it is expected that the Company will not be able to
meet its entire contractual obligations in the following 12
months.
With such warning signs, the Company
is providing projected cash flow for the period of 24 months
following for the coming two years.
2. Projected cash
flow
The Company has implemented the
restructuring plan that was approved by the Dutch court on July 9,
2014 (the "Restructuring Plan"). Under the Restructuring Plan,
principal payments under the bonds issued by the Company and
originally due in the years 2013 to 2015 were deferred for a period
of four and a half years, and principal payments originally due in
2016 and 2017 were deferred for a period of one year. During first
three months of 2017, the Company paid to its bondholders a total
amount of NIS 191.7 million (EUR 49.2 million) as an early
redemption. Upon such payments, the Company complied with the Early
Prepayment Term (early redemption at the total sum of at least NIS
382 million) and thus obtained a deferral of one year for the
remaining contractual obligations of the bonds.
In January 2018, a settlement
agreement was signed by and among the Company and the two Israeli
Series of Bonds.
On November 22, 2018 the Company
announced based on its current forecasts, that the Company expected
to pay the accrued interest on Series A and Series B Bonds on
December 31, 2018, in accordance with the repayment schedule
determined in the Company's Restructuring Plan and Settlement
Agreement with Series A and Series B Bondholders from 11 January
2018 (the "Settlement Agreement"). The Company noted that it will
not meet its principal repayment due on December 31, 2018 as
provided for in the Settlement Agreement. On February 18, 2019 the
Company paid principal of circa EUR 250,000 and Penalty interest on
arrears of EUR 150,000 following the bondholder's approval to defer
principal repayment to July 1, 2019.
In addition, during June 2019 the
bondholders approved the deferral of the full payment of principal
due on July 1, 2019 and of 58% ("deferred interest amount") of the
sum of interest (consisting of the total interest accrued for the
outstanding balance of the principal, including interest for part
of the principal payment which was deferred as of February 18,
2019, plus interest arrears for part of the principal which was
fixed on February 18, 2019 and was not paid by the Company and all
in accordance with the provisions of the trust deed; "the full
amount of interest"), the effective date of which is June 19, 2019,
and the payment date was fixed as of July 1, 2019. The company paid
on the said date a total amount of circa EUR 1.17 million, which is
only 42% of the full amount of interest.
On July 11, 2019, the Company
announced that its Romanian subsidiary had signed a binding
agreement to sell land in Romania (refer to Note 5(3)(f) of
the consolidated financial statements as of December 31, 2020), and
that the Company would use part of the proceeds now received by it
EUR 0.75 million (hereinafter: "the amount payable"), in order to
make a partial interest payment to the bondholders (Series A) and
(Series B) issued by the Company. The payment required changes in
the repayment schedule and amendments of the trust deeds which was
approved unanimously by the Bondholders. The amount payable was
paid on August 14, 2019 and reflects 30% of accrued interest as of
that date.
On November 17, 2019, the
bondholders of Series A and Series B approved a deferral of all the
scheduled Principal payment and app. 87% of deferral of the
scheduled Interest payment, both, as of December 31, 2019 to July
1, 2020.
On May 4, 2020, the bondholders of
Series A and Series B approved: (i) to postpone the final
redemption date to January 1, 2021 of all the scheduled Principal;
(ii) that on July 1, 2020 the Company will pay to its bondholders a
partial interest payment in the total amount of EUR 250,000 and to
deferral all other unpaid scheduled Interest payment.
Following receiving the Settlement
Amount related to the final price adjustment of the sale of
Belgrade Plaza and in light of the potential negative impact of the
Covid-19 on the possibility to receive future proceeds from the
Company's plots in India, the Company decided to increase the
amount to be paid to the bondholders on July 1, 2020, from EUR
250,000 to EUR 500,000. The amount reflected 6.74% of accrued
interest as of that date.
On November 12, 2020, the
bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to July 1, 2021 of all the scheduled
Principal; that on January 1, 2021 the Company will pay to its
bondholders a partial interest payment in the total amount of EUR
200,000 and to deferral all other unpaid interest. The amount
reflected 1.84% of accrued interest as of that date.
On April 12, 2021, the bondholders
of Series A and Series B approved: (i) to postpone the final
redemption date to January 1, 2022; (ii) that on July 1, 2021 the
Company will pay to its bondholders a partial interest payment in
the total amount of EUR 125,000 and to deferral all other unpaid
interest. The amount reflected 0.84% of accrued interest as of that
date.
On November 25, 2021, the
bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to July 1, 2022; (ii) that on January 1, 2022
the Company will pay to its bondholders a partial interest payment
in the total amount of EUR 125,000 and to deferral all other unpaid
interest. The amount reflected 0.92% of accrued interest as of that
date.
On June 16, 2022, the bondholders of
Series A and Series B approved to postpone the final redemption
date to January 1, 2023.
On November 8, 2022, the bondholders
of Series A and Series B approved: (i) to postpone the final
redemption date to July 1, 2023; (ii) that on January 1, 2023 the
Company will pay to its bondholders a partial interest payment in
the total amount of EUR 2,000,000 and to deferral all other unpaid
interest. The amount reflected 6.08% of accrued interest as of that
date.
Further, in 2023 the bondholders of
Series A and Series B approved: (i) to postpone the final
redemption date to January 1, 2024; (ii) that on July 1, 2023 the
Company will pay to its bondholders a partial interest payment in
the total amount of EUR 750,000 and to deferral all other unpaid
interest. The amount reflected 6.08% of accrued interest as of that
date.
On November 11, 2023, the
bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to July 1, 2024; (ii) that on January 1, 2024
the Company will pay to its bondholders a partial interest payment
in the total amount of EUR 200,000 and to defer all other unpaid
interest. The amount reflected 0.51% of accrued interest as of that
date.
Further, in 2024 the bondholders of
Series A and Series B approved: (i) to postpone the final
redemption date to January 1, 2025.
The materialisation, occurrence
consummation and execution of the events and transactions and of
the assumptions on which the projected cash flow is based,
including with respect to the proceeds and timing thereof, although
probable, are not certain and are subject to factors beyond the
Company's control as well as to the consents and approvals of third
parties and certain risks factors. Therefore, delays in the
realisation of the Company's assets and investments or realisation
at a lower price than expected by the Company, as well as any other
deviation from the Company's assumptions (such as additional
expenses due to suspension of trading, delay in submitting the
statutory reports etc.), could have an adverse effect on the
Company's cash flow and the Company's ability to service its
indebtedness in a timely manner.
|
In
€ millions
|
7-12/2024
|
2025
|
|
Cash - Opening Balance (2)
|
4.60
|
3.10
|
|
Proceeds from other income
(3)
|
-
|
-
|
|
|
|
|
|
Total Sources
|
4.60
|
3.10
|
|
|
|
|
|
Debentures - principal
|
-
|
-
|
|
Debentures - interest
(4)
|
-
|
-
|
|
Other operational costs
(5)
|
1.2
|
1.55
|
|
G&A expenses (including property
maintenance) (6)
|
0.3
|
0.8
|
|
Total Uses
|
1.5
|
2.35
|
|
|
|
|
|
Cash - Closing Balance (2)
|
3.10
|
0.75
|
1. The above
cash flow is subject to the approval of the bondholders of both
series to postpone the repayment of the remaining balance of
the bonds which is due on January 1, 2025.
2. Total
cash on standalone basis as well as fully owned
subsidiaries.
3. The
Company did not include any proceeds from pre-sale agreement signed
with AFI, due to the uncertainty as to the fulfilment of the
conditions set out in the preliminary agreement as mentioned in
Note 5 of the interim condensed consolidated financial statements
as of June 30, 2024, thus there can be no certainty an the SPA will
eventually be executed and/or that the Transaction will be
completed.
4. Payments
of interests are subject to the approval of the bondholders of both
series.
5. The cost
includes a provision for arbitrations / legal
costs based on projection of arbitration
process.
6. Total
general and administrative expenses includes both costs of the
Company and of all the subsidiaries.
Ron
Hadassi
Executive Director
22
August 2024
PLAZA CENTERS
N.V.
INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30,
2024
NOT AUDITED AND NOT
REVIEWED
IN '000 EUR
CONTENTS
|
|
Page
|
|
|
|
|
|
|
|
Interim condensed consolidated statements of financial
position
|
2 - 3
|
|
|
|
|
Interim condensed consolidated statements of profit or
loss
|
4
|
|
|
|
|
Interim condensed consolidated statements of comprehensive
income
|
5
|
|
|
|
|
Interim condensed consolidated statements of changes in
equity
|
6
|
|
|
|
|
Interim condensed consolidated statements of cash
flows
|
7
|
|
|
|
|
Notes to interim condensed consolidated financial
statements
|
8 - 12
|
-
- - - - -
- - - - -
NOTE 1: - CORPORATE INFORMATION
a. Plaza
Centers N.V. ("the Company" and together with its
subsidiaries, "the Group") was incorporated and is registered
in the Netherlands. The Company's registered office is at
Tolstraat 112, 1074 VK, Amsterdam, the Netherlands. In
the past the Company conducted its activities in the
field of establishing, operating and selling of shopping and
entertainment centres, as well as other mixed-use projects (retail,
office, residential) in Central and Eastern Europe (starting 1996)
and India (from 2006). Following debt restructuring plan approved
in 2014 the Group's main focus is to reduce corporate debt by early
repayments following sale of assets and to continue with efficiency
measures and cost reduction where possible.
The condensed interim consolidated
financial statements for each of the periods presented comprise the
Company and its subsidiaries (together referred to as the "Group")
and the Group's interest in jointly controlled entities.
The Company is listed on the
premium segment of the Official List of the UK Listing Authority
and to trading on the main market of the London Stock Exchange
("LSE"), the Warsaw Stock Exchange ("WSE") and on the Tel Aviv
Stock Exchange ("TASE").
Until December 19, 2018 the
Company's immediate parent company was Elbit Ultrasound (Luxemburg)
B.V./ s.a.r.l ("EUL"), which held 44.9% of the Company's shares. At
that date EUL informed the Company that it had signed a trust
agreement according to which EUL will deposit all of its
outstanding investment with a trustee and no longer consider itself
to be the controlling shareholder of the Company. As of December
31, 2023 EUL had sold all of the Company's shares and therefore
ceased to be a related party.
b. Going
concern and liquidity position of the Company:
As of June 30, 2024, the Company's
outstanding obligations to bondholders (including accrued
interests) are app. EUR 142.3 million due date of which was
postponed to January 1, 2025 (the "Current Due date") (please refer to
Note 6(d)).
Due to the above the Company's
primary need is for liquidity. The Company's current and future
resources include the following:
1. Cash and cash equivalents
(including the cash of fully owned subsidiaries) of approximately
EUR 4.6 million.
2. The Company and AFI Europe
N.V. ("AFI Europe") entered into an addendum to the pre-sale
agreement entered into between the Parties in connection with the
sale of its subsidiary (the "SPV") which holds 75% in the Casa
Radio Project (the "Project") (the "Addendum" and the "Agreement",
respectively) pursuant to which the Parties agreed to extend the
Long Stop Date, which is the date on which the parties will execute
a share purchase agreement, subject to the satisfaction of
conditions precedent (the "SPA"), until December 31, 2024. There
can be no certainty that the SPA will eventually be executed and/or
that the transaction will be consummated as presented above or at
all.
3. In addition, as detailed
in note 5(2) of the annual financial statements as of December 31,
2023, the Company has submitted with the International Centre
for Settlement of Investment Disputes ("ICSID") a Request for
Arbitration (the "Request") against Romania for compensation of
losses incurred due to failure of the Romanian authorities to
cooperate, negotiate and adjust the PPP agreement as described in
the note 5(1)(c) of the annual financial statements as of December
31, 2023 which
NOTE 1: - CORPORATE INFORMATION
(Cont.)
include the Company's investment in
the Project SPV, loss of potential profit, and costs and expenses
of the arbitration.
At this stage there is no certainty
about the result of the dispute, hence no resources are expected to
be available in the foreseeable future.
As of June 30, 2024, the Company is
not in compliance with the main Covenants as defined in the
restructuring plan (for more details refer also to Note 8 of the
annual financial statements as of December 31, 2023), hence under
defaulted which could also trigger early repayment clause by the
bondholders.
Due to the abovementioned and due
to the board and management estimation that the Company is unable
to serve its entire debt on the Current Due Date, the Company
intends to request the bondholders of both series an additional
postponement of the repayment of the remaining balance of the
bonds. However, there is an uncertainty if the bondholders will
approve the request. In the case that the bondholders would declare
their remaining claims to become immediately due and payable, the
Company would not be in a position to settle those claims and would
need to enter to an additional debt restructuring or might cease to
be a going concern basis.
Due to the abovementioned
conditions a material uncertainty exists that casts significant
doubt about the Company's ability to continue as a going
concern.
The interim condensed consolidated
financial statements have been prepared on a going concern basis,
which assumes that the Group will be able to meet the mandatory
repayment obligations of its bonds and other working capital
requirements.
NOTE 2: - BASIS OF
PREPARATION
a. Basis of
preparation of the interim condensed consolidated financial
data:
The interim condensed consolidated financial data
for the six months period ended June 30, 2024 have been prepared in
accordance with the International Financial Reporting Standard IAS
34 ("Interim Financial Reporting") as adopted by
the European Union.
The interim condensed consolidated financial
statements do not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the Group's annual consolidated financial
statements as of 31 December 2023. These interim condensed
consolidated financial statements as of June 30, 2024 have been
neither audited nor reviewed by the Company's auditors.
The financial information for the half year ended 30
June 2023 has neither been audited nor reviewed by the
auditors.
Selected explanatory notes are, however, included to
explain events and transactions that are significant to
understanding the changes in the Group's financial position and
performance since the last annual consolidated financial statements
as of and for the year ended December 31, 2023.
The interim condensed consolidated financial
statements as of June 30, 2024 were authorized by the Board of
Directors on 21 August 2024.
NOTE
3: - USE OF JUDGEMENT AND ESTIMATES
In preparing this interim condensed consolidated
financial information, management has made judgements, estimates
and assumptions that affect the application of accounting policies
and the reported amounts of assets and liabilities, income and
expense. Actual results may differ from these estimates.
In preparing this interim condensed consolidated
financial information, the significant judgments made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were principally the same as those that
applied to the consolidated financial statements as at and for the
year ended December 31, 2023, save for the changes highlighted
above. Refer also to Note 1(b) above for significant estimations
performed.
NOTE 4: - FINANCIAL
INSTRUMENTS
Carrying amounts and fair values
In respect to the Company's financial instruments
assets not presented at fair value, being mostly short-term market
interest bearing liquid balances, the Company believes that the
carrying amount approximates its fair value. In respect of the
Company's financial instruments liabilities:
Fair value of the quoted debentures is based on
price quotations at the reporting date.
|
|
|
Carrying
amount
|
|
Fair
value
|
|
|
|
June 30,
|
|
December
31,
|
|
June 30,
|
|
December 31
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
|
|
Not audited
Not
reviewed
|
|
Audited
|
|
Not audited
Not
reviewed
|
|
Audited
|
|
|
|
EUR '000
|
|
EUR '000
|
|
EUR '000
|
|
EUR '000
|
|
Statement of financial
position
|
|
|
|
|
|
|
|
|
|
Debentures A - Israeli NIS
bonds
|
|
40,104
|
|
39,403
|
|
3,676
|
|
2,991
|
|
Debentures B - Israeli NIS
bonds
|
|
57,057
|
|
56,059
|
|
5,539
|
|
5,176
|
|
Total
|
|
97,161
|
|
95,462
|
|
9,215
|
|
8,167
|
The total contractual liability of the Debentures
was EUR 142.3 million as of June 30, 2024.
NOTE 5: - CASA RADIO
a. Following Note 5(1)(c) to the annual
financial statements relating the discussions with the
Romanian authorities, on July 15, 2024 the Company received
a notice, on behalf of the Ministry of Finance of Romania (for more
details refer to Note 7(a)).
b. Following Note 5(1)(e) to the annual
consolidated financial statements as of December 31, 2023
which discloses that the The Company and AFI Europe N.V.
("AFI Europe") entered into an addendum to the pre-sale agreement
entered into between the Parties in connection with the sale of its
subsidiary (the "SPV") which holds 75% in the Casa Radio Project
(the "Project") (the "Addendum" and the "Agreement", respectively)
pursuant to which the Parties agreed to extend the Long Stop Date,
which is the date on which the parties will execute a share
purchase agreement, subject to the satisfaction of conditions
precedent (the "SPA"), until December 31, 2024.
NOTE 5: - CASA RADIO (Cont.)
Following the above, the Parties
continue their attempts to receive the authority's approval in
order to be able to execute the SPA, still there has been no
progress since the pre-sale has been signed. In light of the above
the Company is exploring all its options in order to obtain
progress, including among others its legal options. For details
regarding the issuance of a notice of dispute and acceptance of
offer and consent to arbitrate to Romania with respect to the "Casa
Radio" project refer to Note 5(2). Accordingly, the hearing
is due to commence in 4q 2024.
Due to the above, there can be no certainty that the
SPA will eventually be executed and/or that the transaction will be
completed.
c. Write-down of trading properties:
As detailed in the annual consolidated financial statements, the value of the
trading property of the Project was fully reduced (for more details
refer to Note 5(2) to the annual consolidated financial
statements as of
December 31, 2023).
Still, the Company believes that
despite this reduction there is no change in the value of the
Company's rights under the PPP Agreement. In addition, management,
believes that in case they will decide to pursue it material
economic damage, the Company has a good case to claim compensation
for such damages.
NOTE
6:- MATERIAL EVENTS DURING THE REPORTING
PERIOD
a.
Update regarding a change in Ragnar Trade holdings:
On January 31, 2024 the Company
announced that, Ragnar Trade spółka z ograniczoną
odpowiedzialnością ("Ragnar Trade") acquired about 343.9 thousand
shares of the Company, which amounted to 5.02% of the Company's
issued and paid capital. On February 5, 2024 the Company
announced that Ragnar Trade acquired share of the Company up to
level of 11.70% of the Company's issued and paid capital and on
February 19, 2024 it was announced that Ragnar Trade holdings in
the Company is decreased to 4.81% of the Company's issued and paid
capital, thus Ragnar Trade ceased to be related party of the
Company.
b.
Tax authority investigation:
On March 25, 2024 the Company
announced that further to its announcement dated March 27, 2023
with regards to the search and seizure operations carried by the
Indian tax authorities at the offices of Elbit Plaza India
Management Services Private Limited (hereinafter: "EPIM") (which is
a private company wholly owned by Elbit Plaza India Real Estate
Holdings Limited), EPIM has received a favorable order under which
investigation for one of the three years under investigation is
completed without imposing any liability on EPIM. Inquiry into the
remaining periods of the investigation is continuing and the
Company will update on any development.
NOTE 6:- MATERIAL EVENTS
DURING THE REPORTING PERIOD (cont.)
c. Dutch
statutory auditor:
Following Note 16(b)(6) to the
annual consolidated financial statements as of December 31, 2023,
which discloses statutory filing requirements, the Company
submitted the annual consolidated financial statements as of
December 31, 2023 which were filed to the London Stock Exchange,
the Warsaw Stock Exchange and the Tel Aviv Stock Exchange, to the
Authority for the Financial Markets and to other relevant Dutch
authorities.
d.
Deferral of payment of Debentures and partial interests'
payment:
As previously disclosed by the
Company in Note 8(c) to its annual consolidated financial
statements as of December 31, 2024, the Company was not able to
meet its final redemption obligation to its (Series A and Series B)
bondholders, due on July 1, 2024. In light of the above the
bondholders approved to postpone the final
redemption date to January 1, 2025.
e. Update regarding
Arbitration against Romania with respect to the "Casa Radio"
project:
On March 29, 2024 the Company
announced that, it has received a further engagement letter
("Further Engagement Letter"), from the Company's primary legal
advisers in connection with the arbitration for the "Casa Radio"
project (the "Project"). The Further Engagement Letter is in line
with Company's projected cash flow that was approved at
Bondholders' Meeting from October 11, 2023.
On April 2, 2024 the Company filed
its Reply on the merits and counter memorial on jurisdiction at the
International Centre for the Settlement of Investment Disputes. The
Company's updated full compensation for its losses with respect to
the Project is currently estimated to be up to EUR 425,500,000 as
at 31 March, 2024.
NOTE
7: - SUBSEQUENT
EVENTS
a. Update
regarding Arbitration against Romania with respect to the "Casa
Radio" project:
On July 15, 2024 Plaza received a notice, on behalf
of the Ministry of Finance of Romania, to start an arbitration
procedure under the rules of the London Court of International
Arbitration (hereafter: "Request") against the Company, Elbit
Imaging Ltd and a third-party private investor (the Company, Elbit
Imaging Ltd and the third-party private investor will be
collectively referred to below as: "the Respondents"). As part of
the request, the Ministry of Finance of Romania demands
compensation from the Respondents amounting to approximately EUR 96
million (before VAT and interest).
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