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Reviewed interim financial results for the six months to 31 December 2023 and changes to board committee

Published: 2024-03-04 08:45:28 ET
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                                              REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL RESULTS FOR THE SIX MONTHS TO 31 DECEMBER 2023
                                              AND CHANGES TO BOARD COMMITTEE
                                              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                                                                                                                         The Group’s self-imposed, long-term overall debt limit is a maximum LTV ratio of 35%, or, on a forward-looking basis, seven times,                   The first phase of the Silk District office component was also completed during this six-month period. Tenant fit-outs are ongoing,
MAS (hereafter Group or Company) performed very well in the six months to 31 December 2023, achieving adjusted total earnings                       targeted to decrease to six times NRI, which is considerably more restrictive than its covenant tolerances. On 31 December 2023,                     with the first office tenant to become operational during April 2024. Although leasing demand for office is subdued, leasing
of €94.3million and adjusted distributable earnings per share of 4.79eurocents (6% increase compared to the previous six months).                   the Group’s bond and unsecured facility ratios demonstrated significant headroom compared to covenant tolerances, on both IFRS                       continues, and alternative options are available for the remaining phases of the office component of the project.
The Group’s financial results and progress with strategic matters are detailed in this commentary.                                                  and proportionate consolidation bases.                                                                                                               Construction at Arges Mall continues, with the 51,400m2 enclosed mall’s opening brought forward to April 2024. Leasing is
In addition to the International Financial Reporting Standards (IFRS) based reported results, segmental reporting, prepared on                                                                                                                                                                           progressing very well (currently over 91% leased) and estimated rental value (ERV) income has increased significantly, by
                                                                                                                                                                                                                     Tolerance         Actual IFRS      Actual proportionate consolidation basis
a proportionate consolidated basis, is included to assist interpretation of the former rather than replacing it. Detailed financial                                                                                                                                                                      approximately 18% on previous estimates. The centre is anchored by a Carrefour hypermarket, and the tenant mix benefits from
results and Company Profile (updated on 31 December 2023), including highlights and supplemental operational information, are                       Solvency ratio                                         Shall not exceed 0.6               0.28                                          0.28         national and international tenants such as Altex, Bershka, Burger King, C&A, CCC, Colin’s, Cropp, Deichmann, DM, Douglas, Dr. Max,
available on MAS’ corporate website. Unless otherwise stated, amounts included in this commentary are presented on an adjusted                      Consolidated coverage ratio                                   At least 2.5:1              4.01                                          5.01         Flanco, Fressnapf, Hervis, House, JD Sports, KFC, LC Waikiki, Mango, Maxipet, Mohito, Motivi, New Yorker, Peek&Cloppenburg,
proportionate consolidated basis.                                                                                                                   Unencumbered consolidated total assets/                                                                                                              Pepco, Popeye’s, Pull&Bear, Reserved, Sephora, Sinsay, Smyk, Sportisimo, Sportvision, Terranova, Tezyo, Tom Tailor, and Zara.
                                                                                                                                                                                                                Minimum 180%                  436%                                             443%
                                                                                                                                                    unsecured consolidated total debt
The Group remains committed to maximising total long-term returns from property investments on a per share basis, aimed                                                                                                                                                                                  Work continues on extending and redeveloping the existing Era Shopping Centre (26,000m2 GLA) into Romania’s second
to be achieved by continued focus on capital allocation, operational excellence, sensible leveraging, and cost efficiency. MAS                                                                                                                                                                           super regional enclosed mall and retail node, Mall Moldova, incorporating approximately 122,600m2 of destination GLA. Retailer
operates directly-owned income property in Central and Eastern Europe (CEE) and employs capital in commercial and residential                       FUNDING COMMITMENTS TO DJV
                                                                                                                                                                                                                                                                                                         interest remains strong and significant progress has been achieved in leasing the project to national and international tenants. Over
developments owned indirectly via the Development Joint Venture (DJV1) with co-investor and developer Prime Kapital. Benefiting                     By 31 December 2023, MAS had invested €349.2million in preferred equity and the fully drawn revolving credit facility and had an                     89% of the project’s GLA is subject to leases in the process of finalisation. DJV has agreed to sell approximately 5.25ha of the site to
from the long-term, continual high growth in consumption in CEE, and leveraging its strong asset prospects and asset management                     ongoing undrawn commitment to invest €150.8million in DJV preferred equity (figures not proportionally consolidated). MAS must                       IKEA for it to build and operate its first store in the Moldova region.
capabilities to generate robust like-for-like (LFL) net rental income (NRI) growth from retail operations through increasing tenants’               ensure it can subscribe for preferred equity of up to €120million in a rolling six-month period.
sales and implementing asset management initiatives, as well as its downside-protected exposure to high-quality commercial and                                                                                                                                                                           Zoning continues on a 17ha land plot in Cluj-Napoca, the second-largest economic hub in Romania, with a thriving IT and
residential developments via DJV, MAS is well positioned to provide its shareholders with best-in-class total long-term returns.                                                                                                                                                                         telecommunications sector where the DJV plans a large-scale mixed-use urban regeneration including a 130,000m2 GLA
                                                                                                                                                    OPERATIONS                                                                                                                                           super-regional mall seamlessly integrated with a large-scale residential development, as well as on a 17.8ha land plot in Bucharest
FINANCIAL RESULTS                                                                                                                                   Information regarding MAS’ Central and Eastern European LFL footfall and tenants’ sales (compared to the same period in 2022)                        where the DJV plans a major residential development complemented by a 28,000m2 GLA open-air mall.
                                                                                                                                                    and collection rates for the six months to 31 December 2023 is detailed in Table 1. All figures were reported on 28 February 2024.                   DJV has secured an approximately 10.6ha site in a high-density residential area of Bacau, Romania for the development of an
Group’s adjusted total earnings are, on a segmented basis, the combined return of: (i) directly-owned income property and
operations in CEE; (ii) Central and Eastern European investments with Prime Kapital in DJV (including earnings from a proportion of                 Table 1                                                                                                                                              approximately 51,200m2 GLA regionally dominant mall, with approximately 500,000 residents within a 60-minute drive. The
completed DJV-owned income properties, net results of residential sales and development activities); (iii) remaining directly-owned                                                                                                                                                                      land, which will provide the project with good visibility and access to a main boulevard, is part of a former industrial platform of
Western European income property, and (iv) investments in listed securities (including other elements disclosed as Corporate).                                                                                           Jul 23      Aug 23    Sep 23       Oct 23    Nov 23   Dec 23         Total      approximately 34.2ha, that is planned to be rejuvenated by additional retail areas and introducing several social functions, thus
                                                                                                                                                    Footfall (2023 compared to 2022)                           %           110          107      109          106        111      107           108      transforming it into a major attraction for the city.
Adjusted total earnings for the six months to 31 December 2023 were €94.3million, consisting of adjusted distributable earnings of                    Open-air malls                                           %           110          107      111          107       112       108           109
€31.6million (€29.7million during the previous six months) and adjusted non-distributable earnings of €62.7million (€11.5million                                                                                                                                                                         Residential developments
during the previous six months). Tangible net asset value (NAV) on 31 December 2023 was €1.60 per share (an 10% increase to the                       Enclosed malls                                           %           109          106       105         105        109     104            106
Tangible NAV of €1.45 per share on 30 June 2023), and total shareholders return (TSR) was 20.4eurocents per share for the trailing                  Tenants’ sales per m2 (2023 compared to 2022)              %           110          105      106          107       112      110           108       Phase I of Avalon Estate is complete, and on 31 December 2023, 76% of its 352 units sold. Some of the unsold completed units are
12-months to 31 December 2023.                                                                                                                        Open-air malls                                           %           108          103       106         106       112      111            108      being retained for rental, addressing Bucharest’s rising rental demand for quality rental properties, while preserving the option to
This exceptional financial performance is the result of a number of factors impacting MAS’ adjusted total earnings compared to the                    Enclosed malls                                           %           113          107       106         108        111     109            109      sell in due course.
preceding six months (to 30 June 2023), including:                                                                                                  Collection rate                                            %          99.3         99.6      99.6        99.6       99.8     99.7          99.6      Sales of the first two phases of Silk District’s residential component progressed very well, with 89% of the 661 units (Phase I: 315
(i) standing retail properties’ exceptional operational performance in CEE, leading to increases in passing NRI and improved                                                                                                                                                                             units, Phase II: 346 units) sold by 31 December 2023. Phase I was completed, and 184 units handed over to clients by 31 December
                                                                                                                                                    Robust consumption continued in all Central and Eastern European countries where the Group operates, with exceptional trading                        2023. Construction of Phase II is nearing finalisation, and handovers to clients are expected to commence by June 2024. Permitting
      asset valuations, enhanced by excellent rental and service charge collections, as well as the positive effect of DJV opening                  and footfall in all Group’s properties for the six months to 31 December 2023. During this period, collection rates were excellent,
      Carolina Mall on 31 August 2023;                                                                                                                                                                                                                                                                   for Phase III (380 units) was obtained, and sales are planned to begin in March 2024.
                                                                                                                                                    and occupancy of Central and Eastern European assets further improved to 97.7% on 31 December 2023 (97.3% on 30 June 2023).
(ii) the removal of management’s estimate of disposal realisation costs and losses for Flensburg Galerie, in Western Europe (WE),                   Occupancy cost ratios on 31 December 2023 (excluding certain tenant categories: supermarkets, DIY stores, entertainment and                          Construction of Pleiades Residence’s first phase is ongoing, with the first two buildings’ 142 units planned to be completed and
      offsetting the negative impact of further asset valuation decreases, mainly due to the Group’s decision to continue operating                 services) were healthy, at 10.7% (same as 30 June 2023).                                                                                             delivered to clients by 30 June 2024. Sales are progressing, with 53% of the first phase units having been contracted to date. Further
      Flensburg Galerie until the German retail real estate transactional market improves;                                                                                                                                                                                                               phases (five buildings) have been put on hold, and the unsold completed units will be put to market for renting.
                                                                                                                                                    During this period, on a LFL basis, Central and Eastern European tenants’ sales continued to be outstanding, and both open-air malls
(iii) realised gains on MAS bonds repurchased during the six months to 31 December 2023;                                                            and enclosed malls outperformed by 8% and 9%, respectively, compared to the same period in 2022. Significant outperformance
                                                                                                                                                    of the aggregate was achieved by services, entertainment, health and beauty, home appliances, complements and food service                           EXTENSIONS AND REFURBISHMENTS TO DIRECTLY-OWNED ASSETS
(iv) a reduction in net interest expenditure due to a higher proportion of debt being capitalised on DJV’s developments, partially
      offsetting unfavourable variances in interest rate derivatives’ valuations (cap assets), and                                                  tenant categories. In contrast, DIY and specialist categories have performed less admirably. At Carolina Mall (opened on 31 August                   Galleria Burgas’ refurbishment, which includes reconfiguring the food court and improving the centre’s leisure and entertainment
                                                                                                                                                    2023 with 92% of the 28,900m2 gross leasable area (GLA) occupied), the record-breaking first month was followed by continued                         facilities, is progressing as scheduled and will be finalised by June 2024.
(v) income increases from MAS’ preferred equity investment in DJV.
                                                                                                                                                    strong tenants’ sales.                                                                                                                               Responding to the catchment area’s high demand for anchor tenants, MAS is enhancing Prahova Value Centre’s tenant mix
CAPITAL STRUCTURE                                                                                                                                   Passing NRI of the Group’s properties in CEE increased by 7.2% during the six months to 31 December 2023 and 14.5% year-on-year,                     with a partial extension of approximately 2,900m2 GLA, scheduled to be completed by June 2024. It is expected that this asset
                                                                                                                                                    which is partly attributable to rent indexation and rental from overage, but also to the positive effect of Carolina Mall becoming                   management initiative will further improve the centre’s attractiveness and consolidate its position as the dominant retail node in
In May 2021, MAS issued an inaugural €300million green Eurobond, and undertook to pay cash dividends until the bond’s maturity,                     operational.                                                                                                                                         the area.
provided its ambitious but achievable strategic objectives were not at undue risk or alternative, attractive investment opportunities
not available. The achievement of its strategic objectives by June 2026 would have implied an increase in scale, partially via                      Flensburg Galerie (Germany) continued to benefit from MAS’ proactive internalised asset management. Occupancy increased                              Further updates regarding extensions and refurbishments to MAS’ directly-owned assets in CEE will be provided when appropriate.
increases in gearing levels, and positioned the Group well for an investment grade (IG) credit rating, allowing MAS to refinance with               to 89.6% (86.0% on 30 June 2023), and both footfall and tenants’ sales outperformed by 2% compared to the six months to
a €500million bond in 2025/2026, in advance of the current bond’s maturity.                                                                         31 December 2022. The collection rate achieved for the six months to 31 December 2023 was 98%.                                                       DIVIDEND
Unforeseen changes in circumstances have occurred since May 2021, significantly reducing the likelihood of MAS achieving IG credit                  Regarding DJV’s residential business, MAS’ adjusted distributable earnings for the six months to 31 December 2023 include a loss                     The Company suspended dividends to accumulate liquidity for a more robust capital structure to meet operating requirements
rating in time for a bond issue in 2025/2026 and making bond issues unviable for non-IG real estate issuers. Many of the bonds                      of €1.1million, being its proportion of net results from residential operations. This loss includes the result of completing significant             of the business in a more challenging funding environment. MAS does not expect it will be able to consider resuming dividend
maturing in 2025/2026 are, therefore, expected to require refinancing on the secured debt market, increasing competition and                        pre-construction sales from the first phases of Avalon Estate and Silk District (from 2018 and 2021 financial years, respectively) at                payments for financial periods ending prior to December 2026. If MAS supplements planned new secured debt with unsecured
putting pressure on bank debt availability.                                                                                                         prices considerably lower than the current market sales levels. Costs of these assets included preferred equity coupon capitalised                   financing, it would likely include covenants that may further restrict MAS’ ability to declare dividends post the 2026 calendar
MAS considered all its available capital allocation options in this context, with the overarching goal to maximise long-term TSR per                over the development cycle, which was significantly extended due to Covid-19. Comparatively, sales for Silk District’s Phase II are at               year. MAS will consider resuming dividend payments when capital requirements are sufficient to cover its funding commitments
share, and aiming to source capital required to replace the bond maturing in 2026, including the additional €200million planned to                  significantly improved prices, and the combined sales for the first two phases (92% and 87% of residential units in respect of Phases                and depending on the attractiveness of investment opportunities relative to the available liquidity at the time. This list is not
be raised by then. Thus, MAS adopted a combination of two options, which are value enhancing to long-term TSR per share. Plans                      I and II, respectively, sold by 31 December 2023) are expected to deliver a positive combined margin.                                                comprehensive, and, if relevant, other factors will be considered. The Board may take a more conservative approach and apply
were put in place, and their implementation continues, to raise new secured debt on all unencumbered properties and as dividends                                                                                                                                                                         a lower payout ratio to MAS’ diluted adjusted distributable income per share on a proportionate consolidated basis. Accordingly,
are discretionary, the Group is retaining earnings from its operations to cover the shortfall.                                                      PROPERTY VALUATIONS                                                                                                                                  in keeping with MAS’ approach of providing transparent public communication, and to provide further insight into its liquidity, the
MAS previously estimated that the Group could raise €343million of new secured debt (compared to secured debt on 30 June 2023),                     The overall €40.8million income property fair value uplift was the result of positive fair value adjustments of €44.2million to income               Group is introducing the publication of a new financial performance indicator, cash available from distributable earnings per share
provided MAS takes on secured debt on all its directly-owned properties unencumbered on 30 June 2023. MAS further needs to                          property in CEE (LFL improvement of 4.3% compared to valuations on 30 June 2023) and a decrease of €3.4million in WE (5.1%                           (CDEPS). CDEPS is defined as distributable earnings excluding non-cash items. This performance indicator illustrates the portion
retain all earnings generated from its directly-owned income property assets, as well as earnings generated from a full distribution                decrease compared to valuations on 30 June 2023, mainly due to an increase in the valuation discount rate for Flensburg Galerie).                    of total proportionally consolidated distributable earnings that have either been collected, or paid, in cash and that is under MAS’
by DJV of distributable earnings from its operations until the bond’s maturity in May 2026.                                                         Valuation of MAS’ (and DJV’s) properties is determined biannually by external, independent professional valuers, with appropriate,                   direct control, and thus limit returns from DJV to dividends declared or paid by the DJV in respect of the reporting period. An
From a credit perspective, banks typically view MAS and DJV as a single group, despite their separate corporate governance                          recognised qualifications and recent experience in the relevant location and property category. Valuations are primarily based on                    adjusted version of CDEPS highlights the impact of amortisation on secured debt paid during the period.
structures. This assumption negatively impacts the overall amount of secured debt finance MAS and DJV can raise with a funding                      discounted forecast cash flows and are therefore forward-looking. Compared to valuations on 30 June 2023, the weighted average
counterparty, due to banks’ internal credit exposure limits placed on groups. The combination of increasing difficulty in raising bank              unlevered discount rate for income property in CEE decreased from 9.94% to 9.56%.                                                                    EARNINGS GUIDANCE AND PROSPECTS
funding, MAS suspending dividend payments (affecting DJV’s liquidity) and DJV’s attractive growing development pipeline, led to                                                                                                                                                                          Earnings guidance for the 2024 financial year, is adjusted to a range from 8.83 to 9.31 eurocents per share (previously at 9.81 to
DJV deciding to limit distributions to its shareholders. If this continues until 2026, as much as €71million in capital may be required             ASSET SALES IN WE                                                                                                                                    10.65 per share). This is mostly a result of a lower investment in DJV-issued preferred equity during the 2024 financial year than
to be additionally raised, in the form of unsecured debt or otherwise. As a result, MAS’ new debt target may increase to €414million.
This and any other change that may cause material decreases in MAS’ anticipated funds from operations, exacerbate the risk of MAS                   Flensburg Galerie and Arches street retail units (UK) remain the last of MAS’ Western European properties. On 31 December 2023,                      previously estimated.
being required to raise additional capital via (i) the issue of unsecured debt, which is likely to be subject to covenants that could               they had a combined book value of €55.8million, with €20.1million secured bank debt outstanding. After discontinuing the sale of                     This guidance is based on the assumptions that no additional material macroeconomic disruption occurs, a stable political
further restrict MAS’ ability to declare dividends post the 2026 calendar year, (ii) a sale of assets, which will further negatively                Flensburg Galerie in July 2023, as the potential buyer did not secure appropriate funding to complete the transaction, the Group                     environment prevails in Groups’ markets, developments continue as scheduled, and no major corporate failures ensue.
impact the Group’s future ability to achieve IG, or (iii) a rights issue. The Board will continue monitoring the situation and consider             partially extended the property’s debt funding (previously €33.4million at its maturity on 30 November 2023) for three years. The                    Shareholders should note that MAS’ estimates and distributable earnings per share targets have not been reviewed by the Group’s
alternatives in the context of maximising long-term TSR per share.                                                                                  asset remains available for sale, and will be disposed of, should an appropriate opportunity arise. However, the Group intends to                    auditors and are subject to change. Inevitably, some assumptions will not materialise, plans will change, and unanticipated events
                                                                                                                                                    continue operating the property and achieve further progress with asset management initiatives until such time as the German real                    and circumstances may affect eventual financial results. MAS will not hesitate to adopt changes in strategy, or to take action that
LIQUIDITY, DEBT AND COST OF DEBT                                                                                                                    estate market improves sufficiently to facilitate optimal disposal.                                                                                  will impact negatively on distributable income per share, if this is considered appropriate from a long-term, risk-adjusted, total
On 31 December 2023, MAS had €101.8million in cash and undrawn credit facilities (figure not proportionally consolidated). After                    In January 2024, following a competitive sales process, MAS concluded an agreement for the disposal of the Arches street retail                      return perspective.
disposing of its remaining investment of €36.5million in NEPI Rockcastle NV shares during the six-month period, at a realised profit                units, at a price close to its book value on 31 December 2023. Completion of the transaction, which is conditional on MAS finalising                 This forecast has not been audited or reviewed by MAS’ auditors and is the responsibility of the Board of Directors.
of €1.1million (compared to 30 June 2023), MAS does not hold any listed securities.                                                                 agreed minor capital expenditure works, as well as on consent to transfer the long leasehold interest being received from Edinburgh
MAS’ management has made considerable progress to date in raising new secured debt finance. Secured loans of €156million were                       City Council, is estimated by 30 June 2024.                                                                                                          CHANGES TO BOARD COMMITTEE
finalised since 30 June 2023, of which €95million was also drawn by 31 December 2023 (debt secured on Militari Shopping and                         Progress at Arches street retail units, further decreases in Western European assets’ valuations and Flensburg Galerie no longer                     Following and considering directorship changes during the six months to 31 December 2023, Claudia Pendred was appointed Chair
Flensburg Galerie), and the Group has term sheets in place for an additional €60.5million of secured debt, subject to banks’ credit                 actively being sold, resulted in management’s estimate of the Western European disposal realisation costs and losses being                           of the Environmental, Social and Ethics Committee, and Werner Alberts joined as a member. As a result, the composition of Board’s
committee approvals and documentation being finalised. Terms are under discussion, and processes ongoing, with respect to an                        significantly reduced from €19.9million to €0.5million. The remainder represents costs for completing the Arches sale and winding
additional €33.1million in secured bank finance. The Group has extended the maturity of its €20million revolving credit facility to                                                                                                                                                                      committees is as follows:
                                                                                                                                                    down other nearly dormant Western European structures.
November 2025.                                                                                                                                                                                                                                                                                           Audit and Risk Committee Chair: Vasile Iuga; Members: Brett Nagle, Mihail Vasilescu
During December 2023, the Group repurchased, via public tender, bonds issued by its subsidiary, MAS Securities BV, at a 9.3%                        DEVELOPMENTS, EXTENSIONS AND REFURBISHMENTS IN DJV                                                                                                   Remuneration and Nomination Committee Chair: Dan Pascariu; Members: Mihail Vasilescu, Werner Alberts
discount to their nominal value of €80.7million. Therefore, on 31 December 2023, the Group had €436million of outstanding debt                                                                                                                                                                           Environmental, Social and Ethics Committee Chair: Claudia Pendred; Members: Irina Grigore, Werner Alberts
(bonds and secured bank loans), and its loan-to-value (LTV) ratio was 24.3% on a proportionate consolidated basis (28.1% on 30                      Progress with developments and changes to DJV’s secured pipeline are detailed below.
June 2023) and 24.8% on an IFRS consolidated basis (28.8% on 30 June 2023).                                                                         Commercial developments                                                                                                                              The change to committee membership is effective 1 March 2024. The Board remains compliant in all material respects, with the King
MAS’ weighted average cost of debt (WACD) for the period, on an IFRS consolidated basis, increased to 5.34% per annum (4.42%                                                                                                                                                                             IV Code on Corporate Governance following these changes to the composition of its committees.
                                                                                                                                                    The DJV’s commercial developments pipeline is becoming larger and more diverse, with numerous projects being considered and
for the financial year to 30 June 2023). Except for MAS’ undrawn revolving credit facility, all debt interest rates are hedged. The                 work being done on securing these, despite a value centre project previously disclosed being removed from the pipeline.                              Irina Grigore
new secured debt is subject to margins above EURIBOR rates, and the Group hedges its interest rate exposure, typically via interest                                                                                                                                                                      Chief Executive Officer
rate caps, protecting against future increases in variable rates over loans’ terms to maturity. The Group expects the WACD to                       Carolina Mall (Alba Iulia, Romania) was completed, and opened for trade on 31 August 2023 with 92% of the 28,900m2 GLA occupied
continue to increase as the debt management plan progresses and secured debt is drawn down in the current elevated interest                         by tenants. The yield on cost is 9.1%, which, combined with high collection rates and occupancy increasing to 93.7% since opening,                   Nadine Bird                                                                                                           1 March 2024, Malta
rate environment.                                                                                                                                   highlights the development’s quality. Footfall and trading levels experienced since opening were well above expectations.                            Chief Financial Officer                                                                                          Released on 4 March 2024



1
    DJV is an abbreviation for a separate corporate entity named PKM Development Ltd (PKM Development), an associate of MAS since 2016 with independent governance. MAS owns 40% of PKM                                        In terms of applicable contractual undertakings and restrictions, Prime Kapital:
    Development’s ordinary equity (€20million), an investment conditional on it irrevocably undertaking to provide preferred equity to PKM Development on notice of drawdown. By 31 December 2023,                             (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);
    MAS had invested €319.2million in preferred equity and had an obligation of €150.8million outstanding. In addition, MAS has committed to provide PKM Development a revolving credit facility of                            (ii) contributes secured development pipeline to PKM Development at cost;
    €30million at a 7.5% fixed rate, which was fully drawn on 31 December 2023 (figures not proportionally consolidated). The balance of the ordinary equity in PKM Development (€30million) was taken                         (iii) takes responsibility for sourcing further developments, and
    up by Prime Kapital in 2016 in cash.                                                                                                                                                                                       (iv) provides PKM Development with all necessary construction and development services via integrated in-house platform.




All amounts in € thousand unless otherwise stated.


CONDENSED CONSOLIDATED STATEMENT                                  Reviewed        Reviewed         Audited           SEGMENTAL ANALYSIS                                                                            Proportionate accounts                                                                      Adjustments                                                                 Adjusted proportionate accounts
OF FINANCIAL POSITION                                             31 Dec 23       31 Dec 22       30 Jun 23          INCOME STATEMENT (JUL – DEC 2023)                                                         Six-month period to 31 Dec 2023                                                        Six-month period to 31 Dec 2023                                                      Six-month period to 31 Dec 2023
 Non-current assets                                              1,413,960       1,219,323       1,280,460                                                                                       Total             CEE                 DJV           WE                 Co**          Total              CEE              DJV              WE                Co               Total             CEE               DJV              WE                Co
 Current assets                                                    112,007         264,005         193,565           EARNINGS                                                                  68,635           49,971              21,650       (2,831)               (155)        25,623             5,946            (406)           19,435              648             94,258           55,917            21,244           16,604              493
Total assets                                                     1,525,967       1,483,328       1,474,025           DISTRIBUTABLE EARNINGS                                                    30,990           25,543              12,234           287             (7,074)           577                 –                –                –              577             31,567           25,543            12,234              287          (6,497)
 Equity attributable to owners of the Group                      1,033,526         967,069         964,656           Net rental income – income property                                       34,988           32,539               1,327         1,122                   –             –                 –                –                –                –             34,988           32,539             1,327            1,122                –
Total equity                                                     1,033,526         967,069         964,656           Net result – residential property                                        (1,119)                –             (1,119)              –                  –             –                 –                –                –                –            (1,119)                –           (1,119)                 –               –
 Non-current liabilities                                           456,388         442,989         441,850           Net income – preferred equity and revolving credit facility                8,147                –               8,147              –                  –             –                 –                –                –                –              8,147                –             8,147                 –               –
 Current liabilities                                                36,053          73,270          67,519           Net dividends – listed securities                                              –                –                   –              –                  –           290                 –                –                –              290                290                –                 –                 –             290
Total liabilities                                                  492,441         516,259         509,369           Net corporate expenses                                                   (3,409)          (1,476)               (200)         (294)             (1,439)             –                 –                –                –                –            (3,409)          (1,476)             (200)            (294)          (1,439)
Total shareholder equity and liabilities                         1,525,967       1,483,328       1,474,025           Interest on debt financing                                              (11,351)          (3,958)                (46)         (502)             (6,845)             –                 –                –                –                –           (11,351)          (3,958)              (46)            (502)          (6,845)
                                                                                                                     Interest capitalised on developments                                       4,480                –               4,480              –                  –             –                 –                –                –                –              4,480                –             4,480                 –               –
                                                                  Reviewed        Reviewed                           Other distributable net income/(cost)                                      1,708               76                (45)            (9)              1,686           287                 –                –                –              287              1,995               76              (45)               (9)           1,973
                                                                 Six-month       Six-month         Audited           Income tax                                                               (2,454)          (1,638)               (310)          (30)               (476)             –                 –                –                –                –            (2,454)          (1,638)             (310)             (30)            (476)
CONDENSED CONSOLIDATED                                            period to       period to         Year to          NON–DISTRIBUTABLE EARNINGS                                                37,645           24,428               9,416       (3,118)               6,919        25,046             5,946            (406)           19,435               71             62,691           30,374             9,010           16,317            6,990
STATEMENT OF PROFIT OR LOSS                                      31 Dec 23       31 Dec 22        30 Jun 23
                                                                                                                     Fair value adjustments – income property                                  40,754           35,253               8,978       (3,477)                   –             –                 –                –                –                –             40,754           35,253             8,978          (3,477)                –
Continuing operations                                                                                                Fair value adjustments – interest rate derivatives                       (5,234)          (4,823)               (372)          (39)                   –             –                 –                –                –                –            (5,234)          (4,823)             (372)             (39)                –
Rental income                                                        35,970          32,391          66,519          Fair value adjustments – listed securities                                 1,124                –                   –              –              1,124         (290)                 –                –                –            (290)                834                –                 –                 –             834
Service charge income and other recoveries                           11,335          10,044          21,369          Investment expenses                                                        (826)             (56)                (12)         (387)               (371)             –                 –                –                –                –              (826)             (56)              (12)            (387)            (371)
Gross revenue                                                        47,305          42,435          87,888          Share-based payment expense                                                (596)            (235)                   –              –              (361)           596               235                –                –              361                  –                –                 –                 –               –
(Impairment)/Reversal of impairment of receivables                    (183)              47            (76)          Other non-distributable income                                             6,943                –                 416              –              6,527             –                 –                –                –                –              6,943                –               416                 –           6,527
Service charge and other property operating expenses               (13,515)        (12,497)        (25,617)          Tax on sale of property                                                      415                –                   –           415                   –             –                 –                –                –                –                415                –                 –              415                –
Net rental income                                                    33,607          29,985          62,195          Deferred tax                                                             (4,935)          (5,711)                 406           370                   –         5,305             5,711            (406)                –                –                370                –                 –              370                –
Corporate expenses                                                  (3,555)         (3,580)         (6,965)          Estimation for WE disposal realisation costs                                   –                –                   –              –                  –        19,435                 –                –           19,435                –             19,435                –                 –          19,435                 –
Other income                                                          7,694           5,914          10,097          Weighted average adjusted number of shares (million)                                                                                                                                                                                                    659.5
Investment expenses                                                   (573)           (556)         (1,129)          Diluted weighted average adjusted number of shares (million) ~                                                                                                                                                                                          671.2
Fair value adjustments                                               28,275          33,205          40,392          Adjusted distributable earnings per share (eurocents)                                                                                                                                                                                                    4.79
Foreign currency exchange differences                                  (16)         (2,068)         (2,213)          Diluted adjusted distributable earnings per share (eurocents)                                                                                                                                                                                            4.70
Share of profit from equity-accounted investee, net of tax            8,072           1,953           4,315          Cash available from distributable earnings per share (eurocents)                                                                                                                                                                                         2.29
Impairment of share-based payment prepayments                          (67)               –         (9,624)
Profit before finance income/(costs)                                 73,437          64,853          97,068
Finance income                                                       15,175           9,678          20,628
Finance costs                                                      (12,297)         (9,901)        (19,993)
Profit before tax                                                    76,315          64,630          97,703          SEGMENTAL ANALYSIS                                                                             Proportionate accounts                                                                      Adjustments                                                                Adjusted proportionate accounts
Current tax                                                         (2,132)         (1,983)         (4,165)          BALANCE SHEET (DEC 2023)                                                                            31 Dec 2023                                                                            31 Dec 2023                                                                          31 Dec 2023
Deferred tax                                                        (5,341)         (2,536)         (6,542)                                                                                           Total           CEE               DJV               WE                Co**              Total               CEE               DJV   WE   Co              Total             CEE                             DJV              WE                Co
Profit from continuing operations                                    68,842          60,111          86,996          NET ASSET VALUE                                                             1,033,526       735,644           407,632             52,126         (161,876)             22,390            38,937          (16,093)  (454)   –         1,055,916         774,581                          391,539           51,672        (161,876)
Discontinued operations                                                                                              ASSETS                                                                      1,564,309       987,294           445,977             75,914            55,124           (21,942)           (2,372)          (19,570)      –   –         1,542,367         984,922                          426,407           75,914           55,124
(Loss)/Profit from discontinued operations, net of tax               (207)           4,031           3,836           Income property                                                             1,061,946       934,901             71,249            55,796                   –                 –                 –                 –     –   –         1,061,946         934,901                           71,249           55,796                –
Profit for the period/year                                          68,635          64,142          90,832           Developments – income property                                                 56,289         5,298             50,991                  –                  –                 –                 –                 –     –   –            56,289            5,298                          50,991                –                –
Attributable to:                                                                                                     Developments – residential property                                            62,402               –           62,402                  –                  –                 –                 –                 –     –   –            62,402                –                          62,402                –                –
  Owners of the Group                                               68,635          64,142          90,832           Preferred equity and revolving credit facility                                224,456               –         224,456                   –                  –                 –                 –                 –     –   –           224,456                –                         224,456                –                –
Profit for the period/year                                          68,635          64,142          90,832           Listed securities                                                              19,570               –           19,570                  –                  –         (19,570)                  –         (19,570)      –   –                 –                –                               –                –                –
                                                                                                                     Goodwill                                                                        1,696         1,696                  –                  –                  –          (1,696)           (1,696)                  –     –   –                 –                –                               –                –                –
                                                                                                                     Deferred tax asset                                                              3,674         1,015              1,070             1,589                   –                 –                 –                 –     –   –             3,674            1,015                           1,070            1,589                –
FINANCIAL PERFORMANCE                                             31 Dec 23       31 Dec 22       % Change
                                                                                                                     Interest rate derivative financial assets                                       5,970         5,441                492                37                   –                 –                 –                 –     –   –             5,970            5,441                             492               37                –
IFRS Net Asset Value attributable to                             1,033,526         967,069            6.87%
owners of the Group (€ thousand)                                                                                     Other assets                                                                      568               6              190               132               240                   –                 –                 –     –   –               568                6                             190              132              240
IFRS Net Asset Value per share (eurocents)                            150.2           140.6          6.83%           VAT receivable                                                                  3,411              23            3,206               115                 67                  –                 –                 –     –   –             3,411               23                           3,206              115               67
IFRS Gross revenue from continuing                                   47,305          42,435         11.48%           Share-based payment prepayments                                                   676            676                 –                  –                  –            (676)              (676)                 –     –   –                 –                –                               –                –                –
operations (€ thousand)                                                                                              Trade and other receivables                                                    33,886        12,950              4,376            14,887             1,673                   –                 –                 –     –   –            33,886          12,950                            4,376           14,887            1,673
IFRS Earnings per share (eurocents)                                   9.98            9.32            7.08%          Cash and cash equivalents                                                      89,765        25,288              7,975             3,358            53,144                   –                 –                 –     –   –            89,765          25,288                            7,975            3,358           53,144
Adjusted distributable earnings (€ thousand)                        31,567          29,168            8.22%          LIABILITIES                                                                   530,783       251,650            38,345             23,788           217,000           (44,332)         (41,309)            (3,477)    454   –           486,451         210,341                           34,868           24,242          217,000
Adjusted distributable earnings per share (eurocents)                 4.79            4.42            8.37%          Debt financing                                                                435,992       185,471            14,555             20,054           215,912                   –                 –                 –     –   –           435,992         185,471                           14,555           20,054          215,912
Cash dividend (eurocents)                                                –            4.36        -100.00%           Deferred tax liability                                                         44,786        41,309              3,477                  –                  –         (44,786)          (41,309)           (3,477)      –   –                 –                –                               –                –                –
Headline earnings (€ thousand)                                      34,508          41,601          -17.05%          Trade and other payables                                                       50,005        24,870            20,313              3,734             1,088                   –                 –                 –     –   –            50,005          24,870                           20,313            3,734            1,088
Headline earnings per share (eurocents)                               5.02            6.05          ...