Try our mobile app

Reviewed condensed consolidated interim financial results for the six months to 31 December 2022

Published: 2023-03-06 09:00:42 ET
<<<  go to JSE:MSP company page
                                                 SHORT-FORM ANNOUNCEMENT: REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS TO 31 DECEMBER 2022
                                                 MAS P.L.C. Registered in Malta Registration number: C99355
                                                 JSE share code: MSP ISIN: VGG5884M1041 LEI code: 213800T1TZPGQ7HS4Q13 (MAS, the Company or the Group)



INTRODUCTION AND BACKGROUND                                                                                                                                   2022, and based on existing offers currently under negotiation, management’s estimation for Western European disposal realisation                            LONG-TERM STRATEGY UPDATE
MAS (hereafter referred to as the Group or Company) performed very well in the six months to 31 December 2022, achieving                                      costs and losses has been re-assessed to €21.3million on 31 December 2022, from €4.2million on 30 June 2022. These latest                                    MAS remains committed to maximising total long-term returns from property investments on a per share basis, aimed to be
adjusted total earnings of €50.2million and adjusted distributable earnings per share of 4.42eurocents per share (a 14.3% increase                            estimates include the expected result on sales, punitive fixed-interest arrangements on secured debt, early bank debt repayment                              achieved by continued focus on capital allocation, operational excellence, sensible leveraging, and cost efficiency, thereby
compared to the previous six months) and is on course to achieve the strategic objectives set by the end of 2026 financial year.                              penalties, agency fees and other related costs to be incurred in completing the sales processes of remaining assets held for sale.                           sustainably growing distributable earnings per share. The Group operates directly-owned income property and employs capital in
During this period, the Group’s retail operations have performed admirably, no longer affected by the pandemic, and its financial                                                                                                                                                                                          commercial and residential developments owned indirectly via the DJV with co-investor and developer Prime Kapital. Benefiting
results were further enhanced by the acquisition of six assets from the development joint venture (DJV)1 with effect from 30 June                             RESIDENTIAL SALES                                                                                                                                            from the continual high growth in consumption in CEE, and leveraging on its strong asset prospects and asset management
2022. The Group’s financial results and progress with strategic matters are discussed within.                                                                 MAS’ adjusted distributable earnings for the six months to 31 December 2022 include its proportion of net profits on residential                             capabilities, as well as its downside-protected exposure to high-quality commercial and residential developments via the DJV, MAS
In addition to the reported International Financial Reporting Standards (IFRS) results, this commentary also includes segmental                               sales of €0.3million achieved by the DJV through additional deliveries in its first residential development, Marmura Residence. This                         is well positioned to provide its shareholders with best in class returns.
reporting prepared on a proportionate consolidated basis, to assist in the interpretation of the former rather than replacing it.                             project was substantially handed over to clients by 30 June 2022, and net profits of €3.0million were included in MAS’ adjusted                              Along with the release of the Group’s 30 June 2021 financial statements, MAS published four quantified strategic objectives to be
Detailed financial results and Company Profile (updated on 31 December 2022), including highlights and supplemental operational                               distributable earnings for the previous six months as revenue, and corresponding net profits, on residential sales is recognised when                        achieved over five years (by the end of the 2026 financial year), using its existing capital base (at the time) and maintaining a full
information, are available on MAS’ corporate website. Unless otherwise stated, all amounts included in this commentary are                                    units are handed over to customers.                                                                                                                          pay-out of distributable earnings to shareholders without breaching self-imposed gearing limitations, and is committed to periodic
presented on an adjusted proportionate consolidated basis.                                                                                                                                                                                                                                                                 progress reporting.
MAS primarily invests in, and operates, retail assets in Central and Eastern Europe (CEE). The Group is well positioned to leverage                           LISTED SECURITIES                                                                                                                                            In the absence of unforeseen circumstances, MAS intends to maintain a full pay-out of distributable earnings during this period and
the region’s long-term, continual, high growth in consumption and generate strong like-for-like (LFL) net rental income (NRI)                                 On 31 December 2022, MAS held listed securities to the value of €101.1million, an investment of 17,753,418 shares in NEPI                                    provided that the Company’s long-term objectives, including self-imposed gearing limitations, are not considered at any point to be
growth from retail holdings through increasing tenants’ sales and implementing asset management initiatives. MAS benefits from                                Rockcastle N.V. (NRP). Total adjusted returns for the six months to 31 December 2022 on this investment comprise €5.3million                                 at undue risk. However, if this is the case, or if attractive investment opportunities expected to substantially enhance total long-term
downside-protected exposure to retail and residential developments via the DJV with developer Prime Kapital.                                                  in accrued dividend for the period, realised gains of €0.9million (compared to 30 June 2022) on a partial disposal for €7.7million,                          returns per share become available, which cannot be otherwise more efficiently funded (for instance by selling assets, taking on
                                                                                                                                                              and €9.3million unrealised fair value gains, but also account for a loss of €0.7million as a result of withholding tax on the NRP cash                       additional gearing or issuing new share capital), then dividends relative to distributable earnings will be reduced.
FINANCIAL RESULTS                                                                                                                                             dividend for the six-month period to 30 June 2022.                                                                                                           Current progress with strategic objectives is detailed below.
Group adjusted total earnings are, on a segmented basis, the combined return of: (i) directly-owned income property and                                       To date, further disposals of €21.4million were completed, at a realised profit of €0.5million (compared to 31 December 2022;
operations in CEE; (ii) Central and Eastern European investments with Prime Kapital in the DJV (including earnings from a                                     €2.6million compared to 30 June 2022).                                                                                                                       Asset management
proportion of completed DJV-owned income properties, net results of residential sales and development activities); (iii) remaining                                                                                                                                                                                         MAS aims to maximise property values by implementing sustainable asset management initiatives, improving occupancy rates for
directly-owned Western European income property operations, and (iv) investments in listed securities (including other elements                               DEVELOPMENTS, EXTENSIONS AND REFURBISHMENTS IN THE DJV                                                                                                       current Central and Eastern European retail assets to 99% by 30 June 2026 and achieving LFL NRI growth of at least 4% per annum
disclosed as Corporate).                                                                                                                                      Progress with developments and changes to DJV’s secured pipeline are detailed below.                                                                         (from a normalised post Covid-19 base).
Adjusted total earnings for the six months to 31 December 2022 were €50.2million, consisting of adjusted distributable earnings of                                                                                                                                                                                         On 31 December 2022, occupancy for Central and Eastern European assets was 96.3% (96.3% on 30 June 2022, 96.8% on a LFL basis)
€29.2million (€26.1million for the previous six months) and adjusted non-distributable earnings of €21.0million (€50.6million for                             Commercial developments                                                                                                                                      and annualised LFL passing NRI in CEE 5.6% higher than on 30 June 2022 (10.9% higher than on 31 December 2021).
the previous six months). Tangible net asset value (NAV) on 31 December 2022 was €1.44 per share (€1.40 per share on 30 June                                  The extensions to Baia Mare and Roman Value Centres were completed, and opened on 29 September and 1 December 2022,
2022).
                                                                                                                                                              respectively. They complement the existing open air malls’ retail offering with 7,700m2 additional retail GLA and safeguard their                            Commercial developments
Financial results for the six months to 30 June 2022 included the six assets acquired by MAS, as a result of the transaction with the                         dominant position for the foreseeable future. Construction and leasing for the 4,300m2 GLA extension at Slobozia Value Centre are                            The Group expects to increase its investment in newly developed, high-quality, income properties rolled-out by joint venture
DJV, at 40% ownership while financial results for the six months to 31 December 2022 incorporate these at 100% ownership (as their                            progressing as scheduled, and the additional retail units are planned to open May 2023.                                                                      partner Prime Kapital, and the DJV aims to complete commercial developments to the cost of approximately €600million at a
assets and liabilities transferred on 30 June 2022). Tangible NAV figures for the two periods are comparable.                                                                                                                                                                                                              weighted initial yield of more than 9% over the relevant five years (figure not proportionally consolidated).
                                                                                                                                                              Construction and leasing at Alba Iulia Mall are progressing well, with opening scheduled for September 2023. Over 91% of the
MAS’ adjusted total earnings compared to the preceding six months (to 30 June 2022), benefitted from:                                                         29,000m2 GLA is currently leased to national and international tenants.                                                                                      The DJV is well positioned to achieve this target by June 2026. Secured commercial projects in excess of €550.3million are currently
(i) exceptional operational performance of, and increased trading in, the Group’s retail properties in CEE, achieving further                                 At Arges Mall construction of the bridge infrastructure continues and works on the 51,400m2 enclosed mall have commenced.                                    estimated to be complete by 30 June 2026.
       LFL increases in passing NRI of 5.6% and excellent rental and service charge collections, combined with the positive impact                            Leasing is progressing very well, and there is continued significant interest from national and international tenants.
       of additional NRI from the six properties acquired from the DJV (effective from 30 June 2022);                                                                                                                                                                                                                      Residential developments
(ii) improvements in the Group’s interest rate derivatives’ valuations (cap assets) due to increases in reference interest rates,                             Construction of Mall Moldova, previously planned to start November 2022, is delayed as the existing permitting is being enhanced
                                                                                                                                                              to incorporate a revised layout and reconfigured infrastructure. Construction is expected to begin April 2023, and will involve                              MAS aims to benefit from a sustainable and growing distributable income stream, through DJV’s residential sales and deliveries of
       more than offsetting a lower preferred equity income and an increase in overall finance costs, resulting from the acquisition                                                                                                                                                                                       approximately €200million per annum by the 2026 financial year (figure not proportionally consolidated) at net after tax margins
       of the six properties from the DJV and transfer of their associated secured, hedged, debt, with effect from 30 June 2022;                              extending and redeveloping Era Shopping Centre (29,600m2 GLA) into a super-regional enclosed mall and retail node incorporating
                                                                                                                                                              approximately 107,300m2 of destination GLA. Retailer interest remains strong and significant progress has been achieved in leasing                           of approximately 20%.
(iii) increases in dividends and fair value of MAS’ investment in listed securities, and
(iv) (realised) gains on MAS bonds repurchased during the six months to 31 December 2022.                                                                     the project to national and international tenants.                                                                                                           A significant residential pipeline of approximately €1billion has been secured for the DJV, which is expected to achieve close to the
                                                                                                                                                              Construction and leasing for Silk District office’s first phase and permitting for the next two phases remain on schedule. The first                         €200million targeted annual sales by 2026.
These positives partially offset unfavourable earnings variances compared to the six months to 30 June 2022, mainly due to
(i) significant earnings in the current period, resulting from improvements in Central and Eastern European asset valuations, albeit                          phase is expected to be completed during the second half of 2023 calendar year.
                                                                                                                                                                                                                                                                                                                           Direct acquisitions
not repeating the exceptional levels in the previous period; (ii) an increase in estimated disposal realisation costs and losses for the                      Zoning is progressing for the DJV’s commercial projects in Brasov (24,400m2 GLA open-air mall) and Cluj (73,300m2 GLA enclosed
remaining Western European assets, in light of offers for Flensburg Galerie (Germany), and (iii) substantial income from residential                          mall and 49,200m2 GLA office components on a 17ha site where the DJV plans a large-scale mixed-use urban regeneration project).                              MAS aimed to complete direct acquisitions of high-quality, Central and Eastern European commercial assets of at least €150million
sales in the previous period not replicated at similar levels in the current period, due to the non-linear pattern of residential unit                        Interest in these projects from national and international tenants is strong. In line with the current practice of the local administration                  during the 2022 financial year and a further €50million by the end of the 2023 financial year. MAS has exceeded these targets by
deliveries, as the DJV is building residential capacity while completing its first residential projects.                                                      in Bucharest, the zoning of the mixed-use urban regeneration project in Bucharest that includes an approximately 28,000m2 GLA                                completing the acquisition of six assets from the DJV on 30 June 2022, as well as via its initial investment in NRP during the financial
                                                                                                                                                              open-air mall component on a 54ha former industrial site is delayed.                                                                                         year to 30 June 2022. MAS continues to concentrate on capital allocation, including assessing the appropriateness of further direct
                                                                                                                                                                                                                                                                                                                           acquisition opportunities in CEE.
OPERATIONS
Information regarding MAS’ Central and Eastern European LFL footfall and tenants’ sales (compared to the same period in 2021),                                Residential developments                                                                                                                                     The Company is well positioned to accomplish the ambitious, but achievable, strategic targets adopted, which are expected to
and collection rates for the six months to 31 December 2022, is detailed in Table 1. All figures are reported on 1 March 2023.                                                                                                                                                                                             generate maximised long-term total shareholder returns. It is expected that, Central and Eastern European fundamentals, real GDP
                                                                                                                                                              At Marmura Residence, by 31 December 2022, handover was completed for 362 units of the project’s total 458 units, with 308                                   and consumption growth in Romania and other CEE countries will remain robust and outperform Western European countries in
Table 1                                                                                                                                                       occurring during the six months to 30 June 2022. Remaining units are marketed in accordance with the sales strategy and are                                  terms of growth for the foreseeable future.
                                                                                                                                                              expected to be sold over the next 12-24 months.
                                                                         Jul 22     Aug 22      Sep 22      Oct 22     Nov 22      Dec 22       Total
Footfall (2022 compared to 2021)                               %           108        109         108         126        172         148         125          At Avalon Estate, the first buildings are complete, and units will be delivered to clients over the following months. Construction                           LONG-TERM EARNINGS TARGETS UPDATE
  Open-air malls                                               %           107        107         104         122        171         149         124          and sales continue for the balance of the first phase, comprising approximately half of the 746 dwellings development. Of the 352                            MAS expects that delivery on its strategic objectives will result in significant per share distributable earnings (and dividend) growth,
                                                                                                                                                              residential units released for sale, 71% have been sold. Four show units were fitted out, to illustrate the high quality of the dwellings.                   while maintaining a close focus on maximising total long-term shareholders’ returns. With the release of its 30 June 2021 financial
  Enclosed malls                                               %           109        112         116         133        175         145         128
Tenants’ sales per m2 (2022 compared to 2021)                  %           114        117         114         122        150         129         124          Construction of the first and second phases of Silk District’s residential component (315 units; 71% sold and 346 units; 69% sold,                           statements, and setting out its strategic objectives, a long-term distributable earnings range of 14.50-15.00eurocents per share
  Open-air malls                                               %           111        114         109         118        143         126         120          respectively) is progressing well. Handovers to clients for first phase units are expected to commence in the second half of 2023                            was also set as a target to be achieved by the end of the 2026 financial year.
                                                                                                                                                              calendar year and in the first half of 2024 calendar year for the second phase units. Permitting for the third phase (312 units; 25%                         The Group continues to focus on achieving its long-term strategic targets then set. Even though circumstances have changed since
  Enclosed malls                                               %           119        120         122         130        164         134         130
                                                                                                                                                              reserved) has been obtained and construction is planned to begin in January 2024, subject to adequate progress being made in                                 then, mainly due to macroeconomic disruption, affecting the underlying assumptions considered at the time, management remains
Collection rate                                                %           100        100         100         100        100           99        100          terms of construction and delivery of the first two phases.                                                                                                  confident that execution of its four strategic objectives, with retaining focus on sensible capital allocation, and by leveraging on the
                                                                                                                                                              Construction and sales of Pleiades Residence’s first phase are progressing well. Of the 142 units in two of the seven residential                            strong fundamentals of Central and Eastern European markets in which it operates, is likely to maximise returns for shareholders.
Trading and footfall in the Group’s properties in CEE were exceptional for the six months to 31 December 2022, and were unaffected                            buildings planned for the 10.1ha mixed-use urban regeneration project in downtown Ploiesti, 29% have been sold to date. Re-zoning
by social distancing or other Covid-19 related trading restrictions. As a result, collection rates were exemplary and the Group did                                                                                                                                                                                        CEE’s persistently strong fundamentals are expected to continue reflecting positively on MAS’ operations through tenants’ robust
                                                                                                                                                              of the remaining land continues in parallel with permitting for the planned extension on Prahova Value Centre.                                               sales. This in turn should translate into sustained healthy occupancy cost ratios, as tenants are likely to comfortably absorb higher
not provide any support to tenants (deferred or waived rentals).
                                                                                                                                                              Zoning is underway for DJV’s residential projects in Timisoara, Elba Residential (approximately 1,400 apartments) and Spumotim                               rents, due to passing on inflation through rent indexation. MAS’ prospects are further enhanced by its strong balance sheet and
Tenants’ sales on a LFL basis were excellent compared to the six months to 31 December 2021. Overall, sales outperformed the                                                                                                                                                                                               levels of liquidity, supported by its debt capacity headroom.
comparative period by 20% in open-air malls and 30% in enclosed malls. Most categories performed remarkably well, similarly                                   Residential (approximately 2,100 apartments) as well as for the residential components of the large-scale, mixed-use projects
to the overall growth. Noteworthy outperformance was achieved by entertainment, specialist, services, food service, shoes and                                 mentioned above in Bucharest (approximately 3,100 apartments) and Cluj (approximately 1,500 apartments).                                                     To achieve the targeted long-term earnings results, it is assumed that, amongst others, (i) the remaining Western European
clothing tenants’ categories. Conversely, toys tenants’ sales were commensurate with the comparative period. LFL tenants’ sales                                                                                                                                                                                            assets are sold as per management’s estimates; (ii) stated asset management targets are achieved; (iii) secured commercial and
outperformed pre-pandemic levels by 18%, both in enclosed malls (16% increase) and open-air malls (20% increase).                                             Changes in pipeline                                                                                                                                          residential development pipeline is permitted and rolled out as planned; (iv) NRP performs as expected and that its shares trade
                                                                                                                                                              The DJV has secured additional pipeline, and is currently undertaking due diligence for a 48,900m2 GLA dominant regional enclosed                            at the projected Tangible NAV per share; (v) no further MAS shares are issued, during this period, and (vi) no major economic
Passing NRI increased by 5.6% during the six months to 31 December 2022 and 10.9% year-on-year, partly attributable to higher                                                                                                                                                                                              disruptions occur before 30 June 2026.
rent indexation due to Euro inflation, as well as rental from overage. MAS’ properties benefit from Euro-based, triple-net, leases,                           mall and a 13,200m2 GLA open-air mall. Both would benefit from strong fundamentals due to their respective locations, in cities that
with full Euro indexation to base (minimum) rents and turnover clauses, therefore, indexation is passed on in full to tenants. Due to                         are seats of their respective Romanian counties. Further details will be provided in due course.
continued robust tenants’ sales, occupancy cost ratios are expected to remain healthy, and it is anticipated tenants will be able to                          The previously disclosed Giurgiu Value Centre (approximately 14,200m2 GLA open-air mall), Roman Residential (approximately                                   EARNINGS GUIDANCE AND PROSPECTS
comfortably absorb higher rents.                                                                                                                              2,100 apartments in Brasov) and a large-scale enclosed residential estate of approximately 920 apartments in a major secondary                               Earnings guidance for the 2023 financial year resulting from the Group’s commercial and corporate operations, which currently
                                                                                                                                                              city in Romania were removed from the DJV’s residential development pipeline due to unsatisfactory due diligence findings and                                contribute the vast majority of diluted adjusted distributable earnings per share, remains unchanged at 8.75 to 9.00eurocents per
Occupancy cost ratios (excluding certain tenant categories: supermarkets, DIY stores, entertainment and services) decreased to                                                                                                                                                                                             share.
10.6% to 31 December 2022, improving from 11.1% (to 30 June 2022), despite an increase in absolute occupancy costs due to                                     unsatisfactory progress with regard to zoning required to implement the envisaged development plans.
increased rentals and service charges, outweighed by tenants’ excellent sales.                                                                                                                                                                                                                                             Guidance for the total diluted adjusted distributable earnings per share for the same period has been conservatively adjusted
                                                                                                                                                              EXTENSIONS AND REFURBISHMENTS TO DIRECTLY-OWNED ASSETS                                                                                                       to a range of 8.85-9.34eurocents per share (previously 9.40-10.10eurocents per share) to account for a potential delay in the
On 31 December 2022, overall occupancy of Central and Eastern European assets remained stable at 96.3% and increased to 96.8%                                                                                                                                                                                              administrative process of completing residential sales. This may cause a number of transactions previously scheduled for completion
on a LFL basis.                                                                                                                                               Zoning with respect to Galleria Burgas’ planned refurbishment is progressing as scheduled, as is leasing for the planned asset
                                                                                                                                                              management initiatives aimed at reconfiguring and extending the food court and improving the centre’s overall leisure and                                    by June 2023 to be recognised in the following six-month period, thus reducing the residential earnings guidance range for the 2023
Operations in Western Europe (WE) benefitted from asset management initiatives implemented at Flensburg Galerie (Germany).                                    entertainment facilities. The seating capacity in the food court area will be significantly increased, to accommodate the larger and                         financial year to 0.10-0.34eurocents per share (previously 0.65-1.10eurocents per share) with a corresponding increase in expected
Occupancy increased to 87.7% (81.5% on 30 June 2022) and the tenant mix was diversified by opening a modern health and wellness                               more diverse food offering, which is planned to include a restaurant, casual diners as well as fast food operators.                                          residential earnings for the six-month period to 31 December 2023. This guidance is further based on the assumptions that no
centre, improved fashion offering, and a refurbished food court. As a result, footfall (21% increase) and tenants’ sales (14% increase)                                                                                                                                                                                    additional material macroeconomic disruption occurs, a stable political environment prevails in Groups’ markets, developments
have outperformed those in the six months to 31 December 2021.                                                                                                Further updates regarding other extension and refurbishment projects, including Militari Shopping, Nova Park, Prahova Value                                  continue as scheduled, and no major corporate failures ensue.
                                                                                                                                                              Centre, and Barlad Value Centre, will be provided when appropriate.
                                                                                                                                                                                                                                                                                                                           Economic sentiment has continued improving on the basis of a mild 2022 European winter, leading to lower energy demand,
PROPERTY VALUATIONS                                                                                                                                                                                                                                                                                                        driving utilities costs downwards on European markets. Uncertainty remains with respect to the length and severity of further
                                                                                                                                                              DEBT, COST OF DEBT AND LIQUIDITY                                                                                                                             policy incentives aimed at reducing consumer demand, diversifying European energy supply, or other measures aimed at reducing
The overall €21.7million income property fair value uplift was the result of positive fair value adjustments of €23.9million to income
property in CEE (an improvement of 3% compared to valuations on 30 June 2022) and a decrease of €2.2million in WE (a decrease                                 On 31 December 2022, MAS had €187.3million in cash, listed securities and undrawn credit facilities (figure not proportionally                               inflationary pressure on economies to still be adopted by European governments and central banks. Growth in Central and Eastern
of 1.9% compared to valuations on 30 June 2022, driven mainly by an increase in the valuation discount rate used for Flensburg                                consolidated). The Group has an ongoing undrawn preferred equity investment commitment of €223.9million, as well as a                                        European countries, and in particular those in which MAS currently invests, is expected to continue to outperform Western
Galerie). Valuation of MAS’ properties is determined biannually by external, independent professional valuers, with appropriate,                              €9.5million undrawn committed revolving facility to the DJV (figures not proportionally consolidated).                                                       European growth prospects.
recognised qualifications and recent experience in the relevant location and property category. Valuations are primarily based on                             Except for MAS’ undrawn revolving credit facility, interest rates on the Group’s debt are hedged. The weighted average cost of debt                          Shareholders should note that MAS’ estimates and distributable earnings per share targets have not been audited and are subject
discounted forecast cash flows and are therefore forward-looking.                                                                                             for the period decreased to 4.34% per annum (4.41% for the financial year ended 30 June 2022), mainly resulting from the transfer of                         to change. Inevitably, some assumptions will not materialise, plans will change, and unanticipated events and circumstances may
The excellent operational performance during the six months to 31 December 2022, resulted in LFL passing NRI increases, had a                                 hedged, secured, debt via the acquisition of six assets from the DJV (effective 30 June 2022). Also, during October 2022, the Group                          affect eventual financial results. MAS will not hesitate to adopt changes in strategy, or to take action that will impact negatively on
positive impact on fair value. However, this was muted by an increase in valuation discount rates, primarily due to an increased risk                         repurchased bonds issued by its subsidiary, MAS Securities BV, for a consideration of €5.2million at a 20.5% discount to their nominal                       distributable income per share, if this is considered appropriate from a long-term, risk-adjusted, total return perspective.
premium associated with macroeconomic uncertainty. Compared to valuations on 30 June 2022, the weighted average unlevered                                     value of €6.6million. As such, on 31 December 2022, the Group had €455.9million of outstanding debt (bonds and bank loans) and                               This forecast has not been audited or reviewed by MAS’ auditors and is the responsibility of the Board of Directors.
discount rate for income property in CEE increased to 9.91% from 9.71%.                                                                                       the loan-to-value (LTV) ratio was 28.5%.
                                                                                                                                                              The self-imposed, long-term Group overall debt limit, which is considerably more restrictive than its covenant tolerances, is a                              DIVIDEND DECLARATION
ASSET SALES IN WE                                                                                                                                             maximum LTV ratio of 40%, or, on a forward-looking basis, seven times net rental income. On 31 December 2022, the Group’s bond                               The Company achieved 4.42eurocents adjusted distributable earnings per share, and 4.36eurocents diluted adjusted distributable
After the completion of the Langley Park (UK) land sale in December 2022, Flensburg Galerie (Germany) and Arches street retail                                and unsecured facility ratios demonstrated significant headroom compared to covenant tolerances, on both IFRS and proportionate                              earnings per share (taking account of share purchase plan issued shares) in respect of the six-month period to 31 December 2022.
units (UK) remain the last of MAS’ Western European properties held for sale. On 31 December 2022, they had a combined book                                   consolidation bases.                                                                                                                                         The Board has consequently declared a cash dividend of 4.36eurocents per share for the six months to then. Payment is expected
value of €59.6million with €33.8million secured bank debt outstanding, and are undergoing competitive sales processes, which are                                                                                                                                                                                           by 3 April 2023 and further details will be announced separately.
expected to conclude in the second half of the 2023 financial year.                                                                                                                                                              Tolerance          Actual IFRS         Actual proportionate consolidated basis
At Flensburg Galerie, substantial progress has been achieved with asset management initiatives to protect shareholder value                                   Solvency ratio                                           Shall not exceed 0.6                0.31                                            0.30            Irina Grigore
and position the asset for optimal disposal. Occupancy on 31 December 2022 increased to 87.7% (81.5% on 30 June 2022), centre                                 Consolidated coverage ratio                                     At least 2.5:1               3.87                                            4.80            Chief Executive Officer
management and parking operations were internalised, and part of the planned changes to the centre’s tenant mix and food court                                Unencumbered consolidated total assets/                                                                                                                      Nadine Bird                                                                                                                 2 March 2023, Malta
                                                                                                                                                                                                                            Minimum 180%                    364%                                               367%
refurbishment have been finalised. Following a competitive sales process, which commenced during the six months to 31 December                                unsecured consolidated total debt                                                                                                                            Chief Financial Officer                                                                                                Released on 6 March 2023


1
    DJV is an abbreviation for a separate corporate entity named PKM Development Limited (PKM Development), an associate of MAS since 2016 with independent governance. MAS owns 40% of the ordinary share capital of PKM                  (i)     is not permitted to undertake real estate development in CEE outside of PKM Development until the DJV’s capital commitments are fully drawn and invested or 2030 (end of exclusivity period);
    Development (€20million), an investment conditional on it irrevocably undertaking to provide preferred equity to PKM Development on notice of drawdown. On 31 December 2022, MAS invested €246.1million in preferred equity            (ii)    contributes secured development pipeline to PKM Development at cost;
    and had an obligation of €223.9million outstanding. In addition, MAS has committed to provide PKM Development a revolving credit facility of €30million at a 7.5% fixed rate, of which €20.5million was drawn on 31 December 2022.     (iii)   takes responsibility for sourcing further developments, and
    The balance of the ordinary share capital in PKM Development (€30million) was taken up by Prime Kapital in 2016 in cash, and, in terms of applicable contractual undertakings and restrictions, Prime Kapital:                         (iv)    provides PKM Development with all necessary construction and development services via an integrated in-house platform.




All amounts in € thousand unless otherwise stated.                                                                                           SEGMENTAL ANALYSIS                                                                                 Proportionate accounts                                                                    Adjustments                                                               Adjusted proportionate accounts
CONDENSED CONSOLIDATED STATEMENT                                          Reviewed               Reviewed                 Audited            INCOME STATEMENT (JUL – DEC 2022)                                                                Six months to 31 Dec 2022                                                             Six months to 31 Dec 2022                                                          Six months to 31 Dec 2022
OF FINANCIAL POSITION                                                     31 Dec 22              31 Dec 21               30 Jun 22                                                                                            Total            CEE            DJV           WE                     Co**            Total             CEE            DJV            WE                   Co              Total            CEE            DJV           WE                 Co
 Non-current assets                                                       1,219,323                853,461              1,141,198            EARNINGS                                                                       64,142          45,340         11,566         2,097                   5,139        (13,949)            4,303          (453)       (17,167)               (632)            50,193          49,643         11,113      (15,070)             4,507
 Current assets                                                             264,005                424,331                388,402            DISTRIBUTABLE EARNINGS                                                         29,200          25,170          9,185           239                 (5,394)            (32)                –        (1,085)              –               1,053            29,168          25,170          8,100           239           (4,341)
Total assets                                                              1,483,328              1,277,792              1,529,600            Net rental income – income property                                            30,802          29,055            704         1,043                       –               –                –              –              –                   –            30,802          29,055            704         1,043                 –
 Equity attributable to owners of the Group                                 967,069                895,039                928,150            Net margin – residential sales                                                    331               –            331             –                       –               –                –              –              –                   –               331               –            331             –                 –
Total equity                                                                967,069                895,039                928,150            Net income – preferred equity and revolving credit facility                     5,767               –          5,767             –                       –               –                –              –              –                   –             5,767               –          5,767             –                 –
 Non-current liabilities                                                    442,989                321,318                450,826            Net dividends – listed securities                                               4,811               –          1,085             –                   3,726           (205)                –        (1,085)              –                 880             4,606               –              –             –             4,606
 Current liabilities                                                         73,270                 61,435                150,624            Net corporate expenses                                                        (3,437)           (953)          (157)         (299)                 (2,028)               –                –              –              –                   –           (3,437)           (953)          (157)         (299)           (2,028)
Total liabilities                                                           516,259                382,753                601,450            Interest on debt financing                                                    (9,762)         (2,172)           (11)         (459)                 (7,120)               –                –              –              –                   –           (9,762)         (2,172)           (11)         (459)           (7,120)
Total shareholder equity and liabilities                                  1,483,328              1,277,792              1,529,600            Interest capitalised on developments                                            1,892               –          1,892             –                       –               –                –              –              –                   –             1,892               –          1,892             –                 –
                                                                                                                                             Other distributable net income/(cost)                                             169            (17)           (55)          (21)                     262             173                –              –              –                 173               342            (17)           (55)          (21)               435
                                                                                                                                             Income tax                                                                    (1,373)           (743)          (371)          (25)                   (234)               –                –              –              –                   –           (1,373)           (743)          (371)          (25)             (234)
                                                                                                                                             NON–DISTRIBUTABLE EARNINGS                                                     34,942          20,170          2,381         1,858                  10,533        (13,917)            4,303            632      (17,167)              (1,685)            21,025          24,473          3,013      (15,309)             8,848
                                                                          Reviewed               Reviewed                 Audited            Fair value adjustments – income property                                       27,040          20,945          2,948         3,147                       –         (5,380)                –              –        (5,380)                   –            21,660          20,945          2,948       (2,233)                 –
CONDENSED CONSOLIDATED                                                  6 months to            6 months to                 Year to           Fair value adjustments – interest rate derivatives                              4,099           3,727            372             –                       –               –                –              –              –                   –             4,099           3,727            372             –                 –
STATEMENT OF PROFIT OR LOSS                                               31 Dec 22              31 Dec 21               30 Jun 22           Fair value adjustments – listed securities                                     11,149               –              –             –                  11,149           (880)                –              –              –               (880)            10,269               –              –             –            10,269
Continuing operations                                                                                                                        Foreign currency exchange differences                                         (2,079)               –              –             –                 (2,079)               –                –              –              –                   –           (2,079)               –              –             –           (2,079)
Rental income                                                                30,754                  17,947                 36,344           Investment expenses                                                           (1,422)           (199)          (318)         (695)                   (210)             639                –              –            639                   –             (783)           (199)          (318)          (56)             (210)
Service charge income and other recoveries                                    9,312                   5,608                  11,575          Share-based payment expense                                                     (452)           (137)              –             –                   (315)             452              137              –              –                 315                 –               –              –             –                 –
Gross revenue                                                                40,066                  23,555                  47,919          Other non-distributable income/(cost)                                             879               –             11             –                     868               –                –              –              –                   –               879               –             11             –               868
Reversal of impairment/(Impairment) of receivables                               88                   (335)                   (338)          Tax on sale of property                                                       (1,104)               –              –       (1,104)                       –               –                –              –              –                   –           (1,104)               –              –       (1,104)                 –
Service charge and other property operating expenses                       (11,099)                 (6,429)               (13,478)           Deferred tax                                                                  (3,168)         (4,166)          (632)           510                   1,120           3,678            4,166            632              –             (1,120)               510               –              –           510                 –
Net rental income                                                            29,055                  16,791                 34,103           Estimation for WE disposal realisation costs and losses                             –               –              –             –                       –        (12,426)                –              –       (12,426)                   –          (12,426)               –              –      (12,426)                 –
Corporate expenses                                                          (3,433)                 (3,273)                 (6,564)          Weighted average adjusted number of shares (million)                                                                                                                                                                                                      659.5
Other income                                                                  5,914                   1,032                   5,006          Diluted weighted average adjusted number of shares (million) ~                                                                                                                                                                                            669.7
Investment expenses                                                           (517)                   (908)                 (1,858)          Adjusted distributable earnings per share (eurocents)                                                                                                                                                                                                      4.42
Fair value adjustments                                                       35,821                  24,898                  61,223          Diluted adjusted distributable earnings per share (eurocents)                                                                                                                                                                                              4.36
Foreign currency exchange differences                                       (2,066)                   (262)                   (770)          Dividend per share (eurocents)                                                                                                                                                                                                                             4.36
Share of profit from equity-accounted investee, net of tax                    1,953                  14,616                  40,901
Profit before finance income/(costs)                                         66,727                 52,894                 132,041
Finance income                                                                9,678                  10,774                  21,733
Finance costs                                                               (9,438)                 (7,656)               (15,256)           SEGMENTAL ANALYSIS                                                                                Proportionate accounts                                                                       Adjustments                                                             Adjusted proportionate accounts
Profit before tax                                                            66,967                  56,012                138,518           BALANCE SHEET (DEC 2022)                                                                               31 Dec 2022                                                                             31 Dec 2022                                                                       31 Dec 2022
Current tax                                                                 (1,983)                   (349)                   (872)                                                                                              Total        CEE            DJV          WE                     Co**              Total            CEE              DJV       WE  Co        Total                                       CEE            DJV           WE                 Co
Deferred tax                                                                (3,046)                     316                 (6,832)          NET ASSET VALUE                                                                 967,069      768,044        298,634       57,472               (157,081)         (17,799)           20,792         (17,261)  (21,330)  –     949,270                                    788,836       281,373         36,142         (157,081)
Profit from continuing operations                                            61,938                  55,979                130,814           ASSETS                                                                        1,508,580      942,734        323,893      101,873                 140,080         (32,416)         (12,846)         (19,570)        ...