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Company Registration Number: C 15836
MIDI p.l.c.
Annual Report and Consolidated
Financial Statements
31 December 2023
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
Pages
Directors’ report 1 - 11
Statement of compliance with the Principles of Good Corporate Governance 12 - 26
Remuneration Report and Statement 27 - 33
Statements of financial position 34 - 37
Income statements 38
Statements of comprehensive income 39
Statements of changes in equity 40 - 43
Statements of cash flows 44
Notes to the Financial Statements 45 - 101
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
1
Directors’ report
The Directors present their annual report and the audited Financial Statements for the year ended 31 December 2023.
Principal activity
The MIDI Group (the “Group”) comprises MIDI p.l.c. (“MIDI” or the “Company”) and two subsidiaries, Tigné Contracting Limited and T14 Investments Limited. The Company also holds a 50% share in Mid Knight Holdings Limited through its subsidiary T14 Investments Limited.
The principal activity of the Group and the Company is the development of the Manoel Island and the Tigné Point Project.
Amalgamation and merger of Solutions & Infrastructure Services Limited into MIDI p.l.c.
During 2023, the directors of the Company and Solutions & Infrastructure Services Limited (“SIS”), the former fully owned subsidiary, resolved to amalgamate and merge the assets of the former subsidiary into the Company. The merger has been accounted for using the predecessor method of accounting. More information is disclosed in Note 37.
Review of the business
The Group has registered a loss of €1.52 million for the financial year ended 31 December 2023 (2022: loss of €2.28 million).
The performance for the financial year ended 31 December 2023 was impacted by two main factors. Firstly, and primarily, these results reflect the cyclical nature of the Company’s property development business. Although MIDI has successfully launched the apartments of its latest residential development at Tigné Point (known as Q3 – Fortress Gardens) in terms of the Company’s accounting policies the sale of these residential units will only be recognised once the final deeds of sale are entered into with the respective buyers. In addition, MIDI had no other inventory of residential apartments which it could deliver in 2023. Revenues generated from the sale of property during 2023 amounted to €888k (2022: €229k). Given that the Group’s financial results are very dependent on the contribution generated from the sale of property, the lack of revenues generated from this sector invariably impacts negatively on the Group’s overall financial performance.
Secondly, the Group has carried out its annual review of the carrying amounts of its investment property and inventory portfolio. Having taken into consideration developments that have taken place over the past twelve months, the Board of Directors has concluded that it would be prudent to write down the carrying amount of inventory by €1.1 million to reflect what it believes to be its estimated recoverable amount. This impairment on the value of inventory has impacted the operating loss on the development and sale of property segment, and accordingly following such charge, the Group is accounting for, an operating loss of €1.67 million (2022: operating loss of €1.13 million) for this segment.
Revenues of the property rental and management segment during 2023 remained in line with those of 2022 (2023: €3.18 million versus 2022: €3.19 million). This segment includes the Group’s rental operations of its Pjazza retail outlets and foreshore restaurants, car parking operations, operator concession fees earned from the Manoel Island Yacht Marina and the operating activities which were previously undertaken by SIS and which have now been amalgamated within the Company’s operations.
The Group’s consolidated and Parent company’s financial statements include a net tax income of €538k which principally arises in view of recognition of tax losses upon the amalgamation of the former subsidiary which are expected to be utilised by the Group in the short term.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
2
Directors’ report - continued
Review of the business - continued
Total assets have increased from €231.85 million as at 31 December 2022 to €254.74 million as at 31 December 2023 while the Net Asset Value has decreased from €101.27 million as at 31 December 2022 to €99.32 million as at 31 December 2023, thus reflecting the loss being registered for the 2023 financial year. Hence the Net Asset Value per share as at year end amounts to €0.464 compared to €0.472 as at 31 December 2022.
The Group’s financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (“MKH”), a jointly controlled entity accounted for on the basis of the equity method of accounting. The Group’s share of MKH’s profits for 2023 amounted to €1.56 million which are less than the €1.98 million registered in 2022. During 2023 MKH sold one floor to a third party for a total value of €13.6 million. This sale has had minimal impact on the overall profits registered by MKH during the financial year ended 31 December 2023, since the attributable profit was recognised as an increase in fair value within the profit or loss when MKH had fair valued ‘The Centre’ during the financial year ended 31 December 2017.
In January 2023, the Company launched the Q3 – Fortress Gardens apartment block. The market’s response has been very positive with more than 70% of the apartments now subject to a promise of sale agreement.
Development works on the Q3 – Fortress Gardens apartment block had commenced in the second quarter of 2022. The civil works are now complete with finishing and mechanical, electrical and plumbing (“MEP”) works and the façade works progressing as scheduled. Delivery of these apartments is envisaged for the second half of 2025. As previously explained, at delivery stage, the Company will be able to account for the profits generated from the sale of these apartments.
The development of Manoel Island continues to play a prominent part in the Group’s activities. Discussions with Government are ongoing with regards to the specific remedies available in the Deed of Emphyteusis entered into on 15 June 2000 which will help to mitigate, in part, the impact of the reduction of development volumes as a consequence of the discovery of archaeological remains on the Manoel Island site as well as to the extension to the substantial completion date detailed in the Deed for the entire development. The discovery of such remains necessitated a revision to the Manoel Island masterplan which resulted in a reduction of development volumes from 127,000sqm to 95,000sqm.
Following the signing of a non-binding memorandum of understanding with AC Enterprises Limited (C49755) in December 2021 the Company has continued with negotiations and discussions with the party in question with a view to concluding the establishment of a joint venture with regards to the Manoel Island development. Although significant progress has been registered no transaction has been concluded yet.
As previously announced, the Planning Authority (“PA”) has approved the Outline Permit for the revised Manoel Island Masterplan on 16 September 2021. This had followed the approval of the Environmental Impact Assessment (“EIA”) by the Environmental and Resources Authority (“ERA”). Although the Outline Permit was not subject to appeal, the decision by ERA to approve the EIA was appealed by a third party. On the 10 January 2023, the Environment and Planning Review Tribunal advised that the third party’s appeal had been rejected. Following this, the Court of Appeal also rejected the third party’s appeal on 10 May 2023. As a result of this decision, the Outline Development Permit is now definitively confirmed and not subject to further appeal.
In parallel to the ongoing separate discussions with Government and AC Enterprises Limited, the detailed design process has continued in earnest and the full development application for the Manoel Island development PA1053/23 was submitted to the PA in December 2022.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
3
Directors’ report - continued
Review of the business - continued
At the public hearing meeting of 14 March 2024 the Planning Board deferred the hearing of this full development application on the basis that Manoel Island lies within the proposed buffer zone for the Valletta World Heritage Site (“WHS”) and it was deemed desirable that a Heritage Impact Assessment (“HIA”) is commissioned on the basis of terms of reference subsequently issued by the Superintendence of Cultural Heritage (“SCH”).
The Group is confident that the proposed development of Manoel Island does not impact the status of the Valletta WHS as the SCH, after having consulted the National World Heritage Technical Committee (“NWHTC”), had not objected to this full development application as part of the consultation process undertaken by the Planning Authority. A decision on this application is expected during the second half of 2024 post completion and submission of the HIA. In the meantime, site preparatory works are ongoing on the Manoel Island site under the supervision of an archaeological monitor. The Company remains confident that the full development permit will be secured.
The Group is confident that the deferral of the hearing referred to above and the consequential potential delays will not affect the investment plans of the prospective investor as outlined in the memorandum of understanding referred to previously.
Furthermore, the Group continues to be engaged in discussions with the Government in connection with the implications that delays and other developments which are outside the control of the same Group have on the timing and realization of the project, and on the basis of such discussions remains confident that an outcome which will enable the successful completion of the project will be achieved.
The Group is cognisant of the fact that the returns of its main projects i.e. that of the Q3 – Fortress Gardens residential development and the Manoel Island development, are not expected to accrue in the short term. In view of this, the Group continues to adopt a prudent approach in its projected cashflow assessments. Based on these assessments, the Group has sufficient liquidity and financial resources to meet all its obligations and expected outflows after considering arrangements with its bankers in respect of sanctioned bank facilities. Furthermore, on the basis of such assessment, the Board of Directors will be recommending the distribution of a dividend during the forthcoming annual general meeting.
Capital Markets Rule 5.64
Structure of Capital
The Company has an authorised share capital of ninety million euro (€90,000,000) divided into four hundred and fifty million (450,000,000) Ordinary shares having a nomi nal value of €0.20 each.
The Company’s issued share capital is forty-two million eight hundred and thirty-one thousand nine hundred eight four euro (€42,831,984) divided into two hundred and fourteen million one hundred fifty-nine thousand nine hundred and twenty-two (214,159,922) Ordinary shares of €0.20 each fully paid up and forming part of one class of Ordinary Shares.
Any increase in the issued share capital of the Company shall be decided upon by an Ordinary Resolution of the Company: provided that, notwithstanding the foregoing, the Company may by Ordinary Resolution authorise the Directors to issue shares up to the amount specified as the authorised share capital of the Company, which authorisation shall be for a maximum period of five years and is renewable for further periods of five years each.
Since there are currently no different classes of ordinary shares in the Company, all Ordinary Shares have the same rights, voting rights and entitlements in connection with any distribution whether of dividends or capital (on a winding up or otherwise). There are no shares in issue that have any preferred or deferred rights.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
4
Directors’ report - continued
Capital Markets Rule 5.64 - continued
Structure of Capital - continued
Every Ordinary Share carries the right to participate in any distribution of dividend declared by the Company pari passu with all other Ordinary Shares. Each Ordinary Share shall be entitled to one vote at meetings of Shareholders. Every Ordinary Share carries the right for the holders thereof to participate in any distribution of capital made whether on a winding up or otherwise, pari passu with all other Ordinary Shares. The Ordinary Shares are freely transferable and pursuant to admission to the Official List of the Malta Stock Exchange, the shares are transferable in accordance with the rules and regulations of the Malta Stock Exchange as applicable from time to time.
Subject to the provisions of the Companies Act (Chapter 386 of the Laws of Malta) (the “Companies Act”), the Company may purchase its own shares.
Appointment and Removal of Directors
Article 98 of the Company’s Memorandum and Articles of Association states that at each Annual General Meeting of the Company all the Directors shall retire from office. A Director retiring from office shall retain office until the dissolution of such Meeting and a retiring director shall be eligible for re-election or re-appointment.
The Directors of the Company shall be elected as provided in Article 102 of the Company’s Memorandum and Articles of Association that is a maximum of eight (8) directors shall be elected at each Annual General Meeting (or at an Extraordinary General Meeting convened for the purpose of electing directors). Voting shall take place on the basis that every member shall have one (1) vote in respect of each ordinary share held by him. A member may use all his votes in favour of one candidate or may split his votes in any manner he chooses amongst any two or more candidates. The Chairman of the Meeting shall declare elected those candidates who obtain the greater number of votes on that basis.
The Directors of the Company may appoint two (2) additional directors to the Board of the Company without the requirement that the appointment of such director or directors be ratified by a members’ resolution taken at a General Meeting of the Company. A director so appointed by the Board of the Company shall hold office until the end of the Annual General Meeting following his appointment. The director so appointed may be withdrawn or replaced by the Board at any time.
Powers of Directors
The Directors are empowered to act on behalf of the Company and in this respect have the authority to enter into contracts, sue and be sued in representation of the Company. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not, by the Companies Act or by the Articles of Association, required to be exercised by the Company in General Meeting, subject, nevertheless, to the provisions of the Articles of Association and of the Companies Act and to such directions, being not inconsistent with any provisions of the Articles of Association and of the Companies Act, as may be given by the Company in General Meeting: provided that no direction given by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such direction had not been given. The general powers conferred upon the Directors by Article 87 of the Articles of Association shall not be deemed to be abridged or restricted by any specific power conferred upon the Directors by any other Article.
Subject to the provisions of the Articles of Association, the Board of Directors may exercise all the powers of the Company to borrow money and to hypothecate or charge its undertaking, property and uncalled capital or any part thereof, and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
5
Directors’ report - continued
Capital Markets Rule 5.64 - continued
Voting Rights in respect of Ordinary Shares
As outlined previously, e ach ordinary share shall be entitled to one vote. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one (1) vote, and on a poll every member present in person or by proxy shall have one (1) vote for each share of which he is the holder.
On a poll votes may be given personally or by proxy and a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. No member shall be entitled, in respect of any share in the capital of the Company held by him, to be present or to vote on any question, either in person or by proxy, at any General Meeting, or upon any poll, or to be reckoned in a quorum, or to exercise any other right or privilege conferred by membership in relation to meetings of the Company if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.
No member shall be entitled, in respect of any share in the capital of the Company held by him, to be present or to vote on any question, either in person or by proxy, at any General Meeting, or upon any poll, or to be reckoned in a quorum, or to exercise any other right or privilege conferred by membership in relation to meetings of the Company if any call or other sum presently payable by him to the Company in respect of such share remains unpaid.
Restrictions on Ordinary Shares
During such time as any part of the call or installment together with interests and expenses remains unpaid, the entitlement of the person from whom the sum is due to the rights and advantages conferred by membership of the Company including the right to receive dividends and the right to attend and vote at meetings of the Company, shall be suspended. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall, upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to Meetings of the Company.
Provided always that the Directors may at any time give notice requiring any such person to elect either be registered himself or to transfer the share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.
Transfer of Ordinary Shares
Subject to the provisions of law and of the Company’s Articles of Association, the shares of the Company are freely transferable provided that in no case may a part of a share constitute the object of a transfer.
All transfers of shares in the Company, which are listed on the Malta Stock Exchange, shall be regulated by law and accordingly Articles 34 to 36 of the Company’s Articles of Association shall be applicable to such transfers only in so far as the said Articles are not inconsistent therewith.
General Meetings
The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and not more than fifteen (15) months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Furthermore, Article 182(1) of the Companies Act, sets out a period of seven (7) months from the end of the accounting period, within which period, a public Company is to call a general meeting for the approval of the annual accounts for the applicable accounting period.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
6
Directors’ report - continued
Capital Markets Rule 5.64 - continued
General Meetings - continued
All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitions as provided by the Act. If at any time there are not in Malta sufficient directors capable of acting to form a quorum, the Directors in Malta capable of acting, or if there are no directors capable and willing so to act, any two (2) members of the Company, may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
A General Meeting of the Company shall be called by not less than twenty-one (21) days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting, the proposed agenda for the Meeting and, in case of special business, the general nature of the business to be considered as well as other information which is specified in Article 56(2) of the Company’s Articles of Association.
Subject to such restrictions for the time being, affecting the right to receive notice to the holders of any class of shares, notice of every General Meeting shall be given in any manner hereinbefore authorised to: - (a) every member except those members who have not supplied to the Company an address for the giving of notices to them; and (b) the Auditor for the time being of the Company; and (c) the Directors for the time being of the Company. No other person shall be entitled to receive notices of General Meetings.
A notice calling an Annual General Meeting shall specify the meeting as such and a notice convening a meeting to pass an Extraordinary Resolution shall specify the intention to propose the resolution as such and the principal purpose thereof. A notice of a General Meeting called to consider extraordinary business shall be accompanied by a statement regarding the effect and scope of any proposed resolution in respect of such extraordinary business.
In every notice calling a meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a member and such statement shall comply with the provisions of the Act as to informing members of their right to appoint proxies.
Any member or members holding not less than five per cent (5%) in nominal value of all the shares entitled to vote at the meeting may: (a) request the Company to include items on the agenda of the General Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the Annual General Meeting; and (b) table draft resolutions for items included in the agenda of a general meeting.
The request to put items on the agenda of the General Meeting or the tabling of draft resolutions to be adopted at the General Meeting shall be submitted to the Company (in hard copy or in electronic form to an email address provided by the Company for the purpose) at least forty-six (46) days before the date set for the General Meeting to which it relates and shall be authenticated by the person or persons making it. Furthermore, where the right to request items to be put on the agenda of the General Meeting or to table draft resolutions to be adopted at the General Meeting requires a modification of the agenda for the General Meeting that has already been communicated to Shareholders, there shall be made available a revised agenda in the same manner as the previous agenda in advance of the applicable record date or, if no such record date applies, sufficiently in advance of the date of the General Meeting so as to enable other Shareholders to appoint a proxy, or where applicable, to vote by correspondence.
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Directors’ report - continued
Capital Markets Rule 5.64 - continued
General Meetings - continued
An “Ordinary Resolution” means a resolution taken at a General Meeting of the Company passed by a member or members having the right to attend and vote at such meeting holding in the aggregate more than fifty per cent (50%) in nominal value of the shares represented and entitled to vote at the meeting. An “Extraordinary Resolution” means a resolution taken at a General Meeting of the Company of which notice specifying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given and passed by a number of members having the right to attend and vote at such meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares represented and entitled to vote at the meeting and at least fifty-one per cent (51%) in nominal value of all the shares entitled to vote at the meeting. Provided that, if one of the aforesaid majorities is obtained, but not both, another meeting shall be convened within thirty (30) days in accordance with the provisions for the calling of meetings to take a fresh vote on the proposed resolution. At the second meeting the resolution may be passed by a member or members having the right to attend and vote at the meeting holding in the aggregate not less than seventy-five per cent (75%) in nominal value of the shares represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice.
Changes to the Company’s Memorandum and Articles of Association
The Company may by extraordinary resolution approved by the shareholders in general meeting alter or add to its Memorandum and Articles of Association.
Other matters
The Company has nothing to report in relation to the requirements of Capital Markets Rules 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10, since these do not apply to the Company. Information relating to the requirements of Capital Markets Rule 5.64.11 is reflected in the Remuneration Report and Statement on pages 27 to 33.
Information pursuant to Capital Markets Rule 5.70.1
In 2019, the Company entered into a contract with Polidano Brothers Limited in connection with site clearance and demolition works at Manoel Island. Polidano Brothers Limited was awarded the contract following a tender process. Mr. Gordon Polidano, the General Manager of Polidano Brothers Limited was appointed to the Board of the Company on the 17 June 2021 and resigned from the Board of the Company on the 19 June 2023. Works in relation to this contract have now concluded.
Directors’ interests in Share Capital of the Company as at 19 April 2024
Dr. Alec A. Mizzi has a beneficial interest in 37,206,701 (2023: 37,206,701) ordinary shares issued by the Company which are held by Alf. Mizzi & Sons Ltd.
In addition, Dr. Alec A. Mizzi, through Alf. Mizzi & Sons Ltd., has a beneficial interest in 2,012,050 (2023: 2,012,050) ordinary shares in the Company which are held by First Gemini p.l.c..
Mr. Joseph A. Gasan has a beneficial interest in 23,741,461 (2023: 23,741,461) ordinary shares in the Company held by Gasan Enterprises Limited.
Mr. Joseph Bonello has a direct interest in 2,405,321 (2023: 2,405,321) ordinary shares in the Company held in his own name. Mr. Bonello also has a further 288,889 (2023: 288,889) ordinary shares in the Company which are held on his behalf by Finco Treasury Management Limited.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
8
Directors’ report - continued
Registered Shareholders with 5% or more of the share capital of the Company
19 April
31 December
31 December
2024
2023
2022
Alf. Mizzi & Sons Ltd.
17.37%
17.37%
17.37%
MAPFRE MSV Life p.l.c.
12.55%
12.55%
12.55%
Gasan Enterprises Limited
11.09%
11.09%
11.09%
Mr. Mark Andrew Weingard
8.91%
8.91%
8.91%
Rizzo Farrugia & Co. Ltd.
6.61%
5.92%
6.17%
Results and dividends
The consolidated income statement is set out on page 38. The Board of Directors resolved to recommend for the approval of the forthcoming annual general meeting the payment of a net final dividend of €1,927,439, equivalent to €0.009 per share.
Directors
The Directors of the Company who held office during the year were:
Alec A. Mizzi - Chairman
Joseph Bonello
Jacqueline sive Jackie Briffa
Jonathan Buttigieg(appointed on 19 June 2023)
David Demarco
Joseph A. Gasan
Sarah Mamo(appointed on 10 January 2023)
Alfredo Muñoz Perez
Mark Portelli
Joseph Said
Gordon Polidano(resigned on 19 June 2023)
All the Directors shall retire from office at the Annual General Meeting of the Company in accordance with articles 98, 99 and 102(3) of the Company’s Articles of Association and those eligible can be re-elected or re-appointed.
Senior Management, Company Secretary and Internal Audit
As at 31 December 2023, the senior management of the Group was composed as follows:
Mark Portelli Chief Executive Officer
Jesmond Micallef Chief Financial Officer
Ivan Piccinino Senior Project Manager
Catherine Formosa Company Secretary
The Company’s Board of Directors engaged the services of EY Malta to provide internal audit related services to the Company.
Directors’ statement of responsibilities in relation to the Financial Statements
The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which give a true and fair view of the state of affairs of the Group and MIDI plc (the “Parent Company”) as at the end of each reporting period and of the profit or loss for that period.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
9
Directors’ report – continued
Directors’ statement of responsibilities in relation to the Financial Statements - continued
In preparing the financial statements, the Directors are responsible for:
•ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the EU;
•selecting and applying appropriate accounting policies;
•making accounting estimates that are reasonable in the circumstances;
•ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business as a going concern.
The Directors are also responsible for designing, implementing and maintaining internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Financial Statements of MIDI p.l.c. for the year ended 31 December 2023 are included in the Annual Report 2023, which is made available on the Company’s website and also published in hard-copy printed form. The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of, the website. Access to information published on the Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of Financial Statements may differ from requirements or practice in Malta.
Statement by Directors in terms of Capital Markets Rule 5.68
The Directors confirm that, to the best of their knowledge:
•the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the subsidiaries included in the consolidation taken as a whole; and
• the Directors’ Report includes a fair review of the performance of the business and the position of the Company, and the subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Going concern basis – Capital Markets Rule 5.62
Taking cognisance of the short-term funding arrangements together with the Group’s long-term liquidity and capital management programmes, the Directors have a reasonable expectation, at the time of approving the Financial Statements, that the Group and the Parent Company have adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the Financial Statements.
Financial key performance indicators
The Directors consistently monitor the Group’s financial performance by assessing a range of financial indicators which illustrate the financial strength and performance of the Group.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Directors’ report - continued
Financial key performance indicators - continued
The Directors consistently monitor the Group’s financial performance by assessing a range of financial indicators which illustrate the financial strength and performance of the Group.
The main financial key performance indicators which are monitored by the Board include the following:
2023
2022
Working capital ratio
3.64
2.97
Debt to asset ratio
0.23
0.27
Debt to equity ratio
1.56
1.29
Non-financial key performance indicators
Human Resources
The Group seeks to employ high quality people in order to have talented and multi-skilled human resources to take forward the development project. It seeks to ensure that it provides the necessary environment in which its employees can develop their capabilities and contribute towards the achievements of the Group’s ambitious goals. Further disclosures are made in the Statement of Compliance with the Principles of Good Corporate Governance and in the Remuneration Report and Statement.
Corporate Social Responsibility
Corporate social responsibility has always been a priority for the Group, especially during the restoration works undertaken at Fort Manoel, Fort Tigné and other historical sites at Manoel Island and Tigné Point. The restoration of these heritage sites is an on-going process and to-date more than €20 million has been invested by MIDI for their restoration.
At the heart of MIDI's development projects for Manoel Island and Tigné Point lies a steadfast adherence to sustainability values. From conception to execution, the Company prioritizes green and eco-friendly strategies, aiming to cultivate a sustainable environment for future generations.
Moreover, MIDI actively engages with the neighbouring communities of Gżira and Sliema, supporting various grassroots initiatives. In collaboration with the Sliema Local Council, MIDI has embarked on a project to refurbish the playground located within the George Bonello Du Puis gardens at Qui-Si-Sana. Collaborating with the Sliema Local Council, MIDI has undertaken the refurbishment of the George Bonello Du Puis gardens playground at Qui-Si-Sana and completed it in a number of phases over four years.
MIDI also continues to offer various premises which form part of the Group’s assets free of charge to non-profit organisations and other third parties to carry out activities and events which benefit the community. In line with this commitment, MIDI will once again be supporting the Għaqda Mużikali Mount Carmel Gżira during their programme of events for the annual feast of Our Lady of Mount Carmel.
As part of an ongoing sponsorship to Żibel, an NGO focusing on environmental clean-ups and a healthier livelihood, MIDI will be extending its sponsorship for the berthing costs of two boats which are being used by the NGO. Together with the berthing costs MIDI is also supplying the necessary services for the operation of a Seabin at the Manoel Island Yacht Marina. This Seabin is contributing to keep a cleaner water environment in the Marina, as this device collects floating plastics and debris from the sea surface.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Directors’ report - continued
Non-financial key performance indicators - continued
Corporate Social Responsibility - continued
Additionally, MIDI recently initiated a sponsorship agreement with the Marsamxett Valletta Regatta Club, an esteemed club in Maltese rowing since 1969. This support not only bolsters the club's livelihood but also enhances its participation in annual regattas, reinforcing MIDI's dedication to fostering community spirit and cultural heritage.
Financial risk management
The financial risk management note in the Financial Statements (Note 2) describes the process of how the Group identifies, measures and manages its financial risks. The main categories of risk described in this section are market, credit and liquidity risks.
Auditors
PricewaterhouseCoopers have indicated their willingness to continue in office and a resolution for their re-appointment will be proposed at the Annual General Meeting.
Signed on behalf of the entity’s Board of Directors on 26 April 2024 by Alec A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2023 Annual Report and Consolidated Financial Statements.
Company secretary: Catherine Formosa
Registered office:
North Shore
Manoel Island
Gzira
Malta
Telephone number: (+356) 2065 5500
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
12
Statement of compliance with the Principles of Good Corporate Governance
A.INTRODUCTION
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, MIDI p.l.c. (the “Company”) is hereby reporting on the extent of its adoption of the Code of Principles of Good Corporate Governance (the “Code”) as well as on the measures adopted to ensure compliance with this same Code. For this reporting period, the Company is adhering to the Code as set out in Appendix 5.1 of Chapter 5 – Continuing Obligations of the said Capital Markets Rules. The Directors are committed to the values of transparency, honesty, and integrity in all their actions and strongly believe that such practices are in the best interests of the Company, its Shareholders and other stakeholders. The Directors believe that the Company benefits from having in place more transparent governance structures and from improved relations with the market which enhance market integrity and confidence.
Good corporate governance is the responsibility of the Board of Directors of the Company (the “Board”), and in this regard the Board has carried out a review of the Company’s compliance with the Code during the period under review. Notwithstanding that the Principles of Good Corporate Governance are not mandatory, the Board has ensured their adoption, save as indicated herein within the section entitled Non-Compliance with Code. In the latter section the Board indicates and explains the instances where it has departed from or where it has not applied the Code, as allowed by the Code.
The Board takes such measures as are necessary in order for the Company to comply with the requirements of the Code to the extent that this is considered appropriate and complementary to the size, nature and operations of the Company.
B.COMPLIANCE WITH THE CODE
Principle 1: The Board
The overall management and policy setting of the Company is vested in a Board of Directors consisting of a Chairman and nine (9) Directors.
While the Board provides the necessary leadership in the overall direction of the Company, its key role with respect to the Company’s principal activities is to establish the Company’s strategy and to appoint all members of Senior Management and other key members of management.
All the Directors, individually and collectively, are of the appropriate calibre, and have the necessary skills and experience to contribute effectively to the decision-making process. The Board delegates specific responsibilities to a number of committees, notably the Supervisory Board, the Audit Committee the Remuneration and Nomination Committee and the Operations Committee, each of which operates under formal terms of reference approved by the Board. The Project Management Advisory Committee reports to the Supervisory Board.
Principle 2: Chairman and Chief Executive
The positions of the Chairman of the Board and that of the Chief Executive Officer (the “CEO”) are vested in separate individuals. The positions have been defined with specific roles rendering these positions completely separate from one another.
Dr. Alec A. Mizzi serves as Chairman of the Board. The Chairman, who continues to meet the independence criteria (see principle 3 below), is responsible to lead the Board and to set its agenda. The Chairman ensures that the Board’s discussions on any issue put before it goes into adequate depth, encourages the involvement of all Directors, and ensures that all the Board’s decisions are supported by adequate and timely information. The Chairman, together with the Supervisory Board, ensures that the CEO develops a strategy that is agreed to by the Board.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 2: Chairman and Chief Executive - continued
The role of CEO is vested in Mr. Mark Portelli. The Board has delegated specific authority to the CEO to manage specific activities within the Company which include, amongst others:
•Implementation of policies as set by the Board;
•Working towards objectives established by the Board;
•Representing the Company with third parties;
•Putting into effect plans to organise, direct and manage the human resources available to attain the highest possible profitability or results in the interest of the Company’s shareholders and all other stakeholders.
The role of the CEO is to plan, co-ordinate and control the daily operations of the Company through the leadership and direction of MIDI’s management team. For this purpose, the CEO communicates on a continuous basis with Senior Managers to direct business activities against plans, to decide on emerging matters, to allocate responsibilities of work and to monitor performance.
On the 19 June 2023, the CEO Mr. Mark Portelli was re-appointed by the Board of Directors as a Director in terms of Article 102(3) of the Articles of Association of the Company which permits the Board to appoint up to a maximum of two additional directors without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company. In terms of Article 117(3) of the Articles of Association of the Company, if the person appointed to the office of CEO is a director of the Company the said person shall be designated as Managing Director.
Principle 3: Composition of the Board
The Board is composed of 9 independent non-executive Directors (including the Chairman) and 1 executive Director.
The following Directors served on the Board during the period under review (namely for the period 1 January 2023 to 31 December 2023):
Chairman
Alec A. Mizzi
Independent non-executive Directors
Joseph Bonello
Jacqueline sive Jackie Briffa
Jonathan Buttigieg(appointed on 19 June 2023)
David Demarco
Joseph A. Gasan
Sarah Mamo (appointed on 10 January 2023)
Alfredo Muñoz Perez
Joseph Said
Gordon Polidano(resigned on 19 June 2023)
Executive Director (Managing Director)
Mark Portelli
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 3: Composition of the Board - continued
The Board determines whether a director is independent by considering primarily the following principles relating to independence contained in the Code:
i.Whether the director has been an executive officer or employee of the Company or a subsidiary of the Company as the case may be within the last three years;
ii.Whether the director has or has had within the last three years, a significant business relationship with the Company either directly, or as a partner, shareholder, director or senior employee of a body that has a such a relationship with the Company;
iii.Whether the director has received or receives significant additional remuneration from the Company or any member of the group of which the Company forms part in addition to a director’s fee;
iv.Whether the director has close family ties with any of the Company’s executive Directors or senior employees;
v.Whether the director has served on the Board for more than twelve consecutive years; or
vi.Whether the director is or has been within the last three years an engagement partner or a member of the audit team of the present or former external auditor of the Company or any member of the group of which the Company forms part.
Following an assessment of the criteria above and after having considered whether other situations exist which may possibly impinge on the independence of the current non-executive Directors, the Board considers all current non-executive Directors to be independent. It is the Board’s view that despite the fact that Dr. Alec A. Mizzi, Mr. Joseph A. Gasan, Mr. Joseph Said, Mr. David Demarco and Mr. Joseph Bonello have served on the Board for more than twelve consecutive years, the Directors in question continue to provide valuable contribution and insight to the Board as well as a deep understanding of the Company’s operations and market in which it operates and in the carrying out of their role, their ability to exercise objective and unbiased judgement has not been impaired by length of service. Furthermore, Mr. Joseph Said is also the CEO and Executive Director of Lombard Bank Malta p.l.c. (“Lombard”) which provides credit facilities to the Company. It is the Board’s view that the fact that Mr. Joseph Said is a director of a company that has a significant relationship with the Group does not impinge on Mr. Said’s independence and his ability to take objective and unbiased judgements. In any case, the relationship between Lombard and the Company is conducted on a commercial and arms’ length basis and Mr. Joseph Said has informed the Board of Directors that he is not involved in any decisions taken by Lombard in relation to the Company. Likewise, as a director of the Company, Mr. Joseph Said is not involved in any decisions concerning or which have a bearing on the Lombard relationship.
In terms of Principle 3.4, each non-executive Director has confirmed in writing to the Board that the Director undertook:
• to maintain in all circumstances his independence of analysis, decision and action;
• not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and
• to clearly express his opposition in the event that he finds that a decision of the Board may harm the Company.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance – continued
B.COMPLIANCE WITH THE CODE - continued
Principle 3: Composition of the Board - continued
The composition of the Board is determined by the Articles of Association of the Company. The appointment of directors to the Board is reserved exclusively to the Company’s shareholders, except in so far as (i) the situation contemplated in Article 102(3) of the Articles of Association where the Directors may appoint two additional directors to the Board without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company; and (ii) an appointment which may be made by the Board to fill a casual vacancy on the Board in terms of Article 103(3).
The Board is composed of a minimum of five (5) and a maximum of ten (10) directors. A maximum of eight (8) directors are elected at each Annual General Meeting (or at an Extraordinary General Meeting convened for the purpose of electing directors) while the Board of Directors may appoint two (2) additional directors to the Board without the requirement that the appointments be ratified by a members’ resolution taken at a General Meeting of the Company in terms of Article 102(3). On the 10 January 2023, Dr. Sarah Mamo was appointed as a director by the Board of Directors in terms of article 102(3) and her appointment reconfirmed on the 19 June 2023 in terms of the same article. Mr. Mark Portelli was also re-appointed as a director by the Board of Directors in terms of the provisions of Article 102(3) on the 19 June 2023.
No election will take place where there are as many nominations for the Board of Directors as there are vacancies, in which case the candidates so nominated will be automatically appointed directors.
Unless appointed for a shorter period, a director shall hold office from the end of one Annual General Meeting to the end of the next. A retiring director shall be eligible for re-election or re-appointment. The Director appointed by the Board in terms of Article 102(3) shall likewise hold office until the end of the Annual General Meeting following his appointment.
Shareholders are entitled to participate in the election of the directors on the basis that each shareholder shall have one (1) vote in respect of each ordinary share held. A shareholder may use all his votes in favour of one candidate or may split his votes in any manner he chooses amounts two or more candidates. The candidates elected are those candidates who obtain the greater number of votes on that basis.
The Chairman shall be elected by a simple majority from amongst the Directors of the Company.
The Board considers that the size of the Board, whilst not being large as to be unwieldy, is appropriate for the requirements of the Company’s business. Apart from being clearly equally conducive to good corporate governance, the composition of the Board provides, in the Board’s view, the added benefits of control and management of the Company’s affairs and an efficient decision-making process. The Board considers that the balance of skills and experience is appropriate for the requirements of the business and that changes to the Board’s composition can be managed without undue disruption. The Board is also of the view that it is composed of members who, as a whole, have the required diversity of knowledge, judgment and experience to properly complete their tasks. As from the 5 October 2020, in addition to the independent non-executive Directors, the Board’s composition also includes one executive Director.
Principle 4: The Responsibilities of the Board
The Board of Directors is charged with the supervision of Board Committees and of management and the general course of affairs of the Company and the business connected with it (including its financial policies and corporate structure). The Board of Directors periodically evaluates the main organisational structure and the operation of the internal risk-management and control systems established as well as agree on any necessary changes or corrective actions regarding such systems.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 4: The Responsibilities of the Board - continued
In fulfilling its mandate, the Board of Directors assumes responsibility to:
a)establish corporate governance standards;
b)review, evaluate and approve, on a regular basis, long-term plans for the Company;
c)review, evaluate and approve the Company’s budgets and forecasts;
d)review, evaluate and approve major resource allocations and capital investments;
e)review the financial and operating results of the Company;
f)ensure appropriate policies and procedures are in place to manage risks and internal control;
g)review, evaluate and approve the overall corporate organisation structure, the assignment of management responsibilities and plans for senior management development including succession;
h)review, evaluate and approve compensation strategy for senior management; and
i)review periodically the Company’s objectives and policies relating to social, health and safety and environmental responsibilities.
The Board supervises compliance with the Capital Markets Rules, including those pertaining to the preparation and publication of the Annual Report and Financial Statements, and approves the Financial Statements for submission to the General Meeting of the Shareholders. The Board retains direct responsibility, amongst others, for approving and monitoring:
(i)business plans for the Group;
(ii)the Annual Budget;
(iii)the Annual Financial Statements;
(iv)termination of the employment or engagement of a substantial number of employees of the Company simultaneously or within a short period of time;
(v)the award of tenders exceeding €2 million;
(vi)termination of employment or engagement of the Chief Executive Officer and other positions of strategic importance at Senior Management level;
(vii)proposals to increase the issued capital and to materially increase or decrease the Company’s funding; and
(viii)other resolutions which the Board of Directors may determine to be subject to its approval.
Any meeting that a director wishes to initiate may be arranged through the Company Secretary. A director of the Company has access to advice from internal and external sources, which are deemed necessary for carrying out the respective roles and responsibilities and the Company will bear the related expenses. A newly appointed director is given a thorough induction course in the operations, activities and procedures of the Company to be able to carry out the function of a director in an effective manner.
Principle 5: Board Meetings
The Board endeavours to meet regularly, with additional meetings held as necessary. Board meetings are presided over by the Chairman and all Directors are allowed equal opportunity to voice and express their views on matters relating to the Company and its business.
After each Board meeting, minutes that faithfully record attendance, matters discussed and decisions taken, are prepared, and circulated to all Directors as soon as practicable after the meeting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 5: Board Meetings - continued
A total of nine (9) Board of Directors meetings were held during 2023 and attendance was as follows:
Board member Attended
Alec A. Mizzi 9
Joseph Bonello 9
Jacqueline sive Jackie Briffa 9
Jonathan Buttigieg (appointed on 19 June 2023) 4 (out of 4)
David Demarco 8
Joseph A. Gasan 7
Sarah Mamo (appointed on 10 January 2023) 9
Alfredo Muñoz Perez 7
Gordon Polidano (resigned on 19 June 2023) 3 (out of 5)
Mark Portelli 9
Joseph Said 9
Principle 6: Information and Professional Development
The Chief Executive Officer is appointed by the Board of Directors in accordance with the Articles of Association.
The recruitment and selection of Senior Management is the responsibility of the Remuneration and Nomination Committee (as described under Principle 8 below) in consultation with the CEO.
Newly appointed directors are provided with briefings by the Chief Executive Officer and also by other members of Senior Management in respect to the operations of the Group. An information pack is handed to a new director following his appointment which incorporates Memoranda and Articles of Group companies, terms of reference of any relevant committees, any Company policies as well as relevant legislation and rules. The Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures are adhered to. Additionally, Directors may seek independent professional advice on any matter at the Company’s expense.
The Company ensures the personal development of Directors, management, and employees by recommending attendance to seminars, conferences as well as training programmes that are designed to help improve the potential of its staff members whilst boosting the Company’s competitiveness. The Company provides the necessary training to the individual Directors on a requirements basis by formally identifying and addressing any such requirements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 7: Evaluation of Board’s Performance
During February 2023, the Board carried out an evaluation of its own performance together with that of the Committees and the Chairman. The Board delegated the carrying out of the evaluation exercise to the Remuneration and Nomination Committee. The exercise was conducted through a comprehensive Board Effectiveness Questionnaire, the results of which were analysed by the Remuneration and Nomination Committee and then discussed by the Board. The review has not resulted in any material changes in the Company’s internal organisation or in its governance structures. However, some best practice recommendations which emerged from the analysis of the results will be implemented by the Board.
Principle 8: Committees
The Board has appointed the following Committees:
Audit Committee
The Audit Committee is a committee appointed by the Board and is directly responsible and accountable to the Board. The Audit Committee’s primary purpose is to:
(a)protect the interests of the Company’s shareholders; and
(b)assist the Directors in conducting their role effectively so that the Company’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times.
The Board has set formal terms of reference of the Audit Committee that establish its composition, role and function and responsibilities.
The main role and responsibilities of the Audit Committee include:
(a)to inform the Board of Directors of the outcome of the statutory audit and to explain how the statutory audit contributed to the integrity of the Financial Statements and what the role of the Audit Committee was in this process;
(b)to monitor the financial reporting process and to submit recommendations of proposals to ensure its integrity;
(c)to monitor the effectiveness of the Company’s internal quality control and risk managements system and, where applicable, its internal audit regarding the financial reporting without breaching its independence;
(d)to monitor the audit of the annual and consolidated financial statements, in particular, its performance, taking into account any findings and conclusions by the competent authority pursuant to Article 26 (6) of the Statutory Audit Regulation;
(e)to review the additional report prepared by the statutory auditors or audit firm submitted to the Audit Committee in terms of Article 11 of the Statutory Audit Regulation.
(f)to review and monitor the independence of the statutory auditors or audit firms in accordance with Articles 22, 22a, 22b, 24a and 24b of the Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts, amending Council Directive 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC and Article 6 of the Statutory Audit Regulation and in particular the appropriateness of the provision of non-audit services to the audited entity in accordance with Article 5 of the Statutory Audit regulation;
(g)the responsibility for the procedure for the selection of statutory auditors or audit firms in accordance with Articles 16 and 17 of the Statutory Audit Regulation, and also the consideration of the appointment of the external auditors and the making of recommendations to the Board of Directors and additionally the consideration of any questions of auditor resignation or dismissal.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Principle 8: Committees - continued
Audit Committee - continued
Other responsibilities of the Audit Committee are set out in its Terms of Reference and these include, amongst others, the review, appointment or replacement of the internal auditor and the making of recommendations accordingly to the Board, the development and implementation of a policy on the engagement of the external auditor to supply non‐audit services, if and where applicable, the consideration of the respective scope of work and audit plans of the internal auditor, if any, and the external auditors, the coordination of the audit, the review of the adequacy of the Company's internal controls, including computerised information system controls and security, management letters and any related significant findings and recommendations of the external auditors and internal audit together with Management’s responses thereto, to enquire with Management about significant risks or exposures and assess the steps Management has taken to minimise such risks to the Company, to consider and review with Management significant internal audit findings during the year and management’s responses thereto, to review legal and regulatory matters that may have a material impact on the financial statements, related compliance policies, and any reports arising from examinations or inspections performed by the regulators and review and evaluate any proposed transaction that the Company intends to carry out with a Related Party in accordance with the Capital Markets Rules.
For the year under review, the Audit Committee was composed of three independent non-executive Directors, namely Mr. Joseph Bonello as Chairman, and members Ms. Jacqueline sive Jackie Briffa and Mr. Alfredo Muñoz Perez.
In terms of Capital Markets Rules 5.117 and 5.118, Mr. Alfredo Muñoz Perez and Ms. Jacqueline sive Jackie Briffa are the Directors who the Board considers as competent in accounting and/or auditing. The two members, as also the Chairman Mr. Joseph Bonello, are considered independent because they are free from any business, family or other relationship with the Company or its management that may create a conflict of interest such as to impair their judgement.
The Audit Committee is required by the Capital Markets Rules to meet a minimum of four (4) times a year. During the year under review the Audit Committee met four (4) times.
When the Audit Committee’s monitoring and review activities reveal cause for concern or identify the need for improvement, it shall make recommendations to the Board on the action needed to address the issue or make such improvements.
The Audit Committee oversees the Internal Audit process. This independent appraisal function was established within the Group to carry out business process risk-based audits aimed at ensuring adequate controls and efficient business processes. Such a process is undertaken by EY Malta, with representatives of the firm attending the meetings of the Audit Committee and thereby reporting directly to the Audit Committee.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Principle 8: Committees - continued
Supervisory Board
The Board delegates some of its responsibilities to the Supervisory Board, which is composed of Dr. Alec A. Mizzi (Chairman of the Committee), Mr. David Demarco (Director), Mr. Joseph A. Gasan (Director), Mr. Mark Portelli (CEO of the Company and Managing Director), Mr. Jesmond Micallef (CFO of the Company), and Perit Ivan Piccinino (Senior Project Manager of the Company).
The Supervisory Board, which reports to the Board, is charged with oversight of Management in the attainment of MIDI’s objectives and strategies.
Some of the more important functions carried out by the Supervisory Board include:
(a)to oversee strategic, business and similar plans in a manner which ensures that appropriate risks and rewards are identified and properly evaluated;
(b)to oversee status, progress, developments of any ongoing projects or commercial operations of the Company and its subsidiaries;
(c)to oversee the annual budgeting process for the Company and ensure that the Company’s plans are based on adequate and realistic funding budgets;
(d)the supervision of the Project Management Advisory Committee on all development related matters, including the making of recommendations to the Board of Directors with regards to the awarding of contract of works; and
(e)the consideration of all new business opportunities, including partnering with third parties on existing or new projects.
Project Management Advisory Committee
In view of the inherent operations of the Company as a property developer, the Supervisory Board set-up a sub-committee in the form of an advisory committee to assist it with project management related matters pertaining to the Tigné Point and the Manoel Island developments.
In furtherance of such an advisory role, the Project Management Advisory Committee’s (“PMAC”) involvement extends to the three main stages of project management: (i) the preparatory stages of the development including the procurement phase; (ii) the performance stage when works are undertaken on site; and (iii) the handover stage when following completion, the end product is either transferred to a third party purchaser or alternatively is prepared for the Company to itself operate as part of its overall operations.
Some of the more specific functions undertaken by the PMAC include the following:
(a)to make recommendations on the appropriate procurement procedure to be adopted in particular phases of a planned or ongoing project;
(b)to act as an interface between the Company and the project management consultants, advisors, contractors, suppliers or service providers engaged by the Company;
(c)subject to the supervision of the Supervisory Board, to carry out the tendering process including the preparation of tender documents, to approach potential bidders and/or to publish tenders, to receive offers and to prepare and/or to oversee the preparation of reports on the short-listed bidders and to make recommendations on the selection of a preferred bidder to the Supervisory Board;
(d)to oversee the negotiation and the execution of any contracts of works, services or supplies being entered into by the Company;
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
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Statement of compliance with the Principles of Good Corporate Governance - continued
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Principle 8: Committees - continued
Project Management Advisory Committee - continued
(e)to provide regular updates to the Supervisory Board on the status and progress of planned or ongoing projects, both from a timing and cost point of view; and
(f)to advise the Supervisory Board on any action that may be required on project management matters.
The PMAC is composed of Mr. David Demarco (Director) who chairs the Committee, Mr. Jonathan Buttigieg (Director) (appointed to the Committee on the 19 June 2023 in lieu of Mr. Joseph Bonello), Mr. Mark Portelli (CEO and Managing Director) and members of Senior Management. A number of consultants may also be invited to attend the meetings of the PMAC as may be necessary from time to time.
Operations Committee
Following the amalgamation into the Company of the subsidiary Solutions & Infrastructure Services Limited (“SIS”) on the 4 October 2023, the Company set up an Operations Committee to undertake general oversight and monitoring of operations previously carried out by SIS and which are now part of the operations of the Company. The Operations Committee is composed of Mr. Joseph Said as Chairman and members Dr. Sarah Mamo (Director) and Mr. Mark Portelli (CEO and Managing Director).
Remuneration and Nomination Committee
As Nomination Committee, the Committee periodically or as may be necessary is to review the structure, size and composition of the Board with a view to making any recommendations to the Board with regard to its composition and any skills, knowledge, diversity and experience suited to the Board. The Committee is responsible for identifying, nominating and proposing to the Board, for its approval, candidates for the position of Director to be appointed by the Board without the requirement that the appointment of such director or directors be ratified by a members’ resolution taken at a General Meeting of the Company in terms of Article 102(3) of the Articles of Association of the Company: provided that for the sake of clarity, the decision whether to appoint an additional or additional directors to the Board in terms of the said Article shall always remain with the Board. The Committee is to keep under review the leadership needs of the Company and it is to consider succession planning issues in relation to and the policy for the selection of CEO and other Senior Executives, making any necessary recommendations to the Board. The Committee shall also be responsible for selecting, nominating and proposing to the Board, for its approval, candidates for the position of CEO and other Senior Executives.
The Committee is responsible for the process relating to the annual evaluation of the performance of the Board and that of its committees, including that of the Committee itself, as recommended to be carried out by the Code of Corporate Governance. The Committee shall then report to the Board on the results of the performance evaluation process in order to ascertain the strengths and to address the weaknesses of the Board.
Information regarding the Remuneration and Nomination Committee in relation to its remuneration function is found as part of the section in the Annual Report entitled “Remuneration Report and Statement”.
Principle 9 & 10: Relations with Shareholders and with the Market, and Institutional Investors
Pursuant to the Company’s statutory obligations in terms of the Maltese Companies Act (Cap. 386) and the Capital Markets Rules, the Annual Report and Financial Statements, declaration of dividends, election of directors, and appointment of auditors and authorisation of the directors to set the auditors’ fees are proposed and approved at the Company’s Annual General Meeting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
22
Statement of compliance with the Principles of Good Corporate Governance – continued
B.COMPLIANCE WITH THE CODE - continued
Principle 9 & 10: Relations with Shareholders and with the Market, and Institutional Investors - continued
The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood.
The Board is of the view that during the period under review, the Company communicated effectively with shareholders through periodical Company Announcements and through press releases and other material addressed to the market in general using both the traditional media as well as social media.
The Company also communicates with its shareholders through the Company’s Annual General Meeting (“AGM”). Apart from the AGM, the Company communicates with its shareholders by way of the Annual Report and Financial Statements. The Company’s website also contains information about the Company and its business, including an Investor Relations Section.
The Directors consider that the Board properly serves the legitimate interests of all Shareholders and is accountable to all Shareholders.
The Chairman arranges for all Directors to attend the AGM. Information on the Company’s General Meetings is found in the Directors’ Report.
Individual shareholders can raise matters relating to their shareholding and the business of the Group at any time throughout the year and are given the opportunity to submit written questions in advance to be answered at the AGM or to ask questions in person at the AGM. In terms of Article 129 of the Companies Act, the Board may call an extraordinary general meeting on the request of shareholders holding not less than one-tenth of the paid-up share capital of the Company.
The Company holds meetings with stockbrokers and financial intermediaries at least once a year, which meeting usually coincides with the publication of the annual financial statements.
Principle 11: Conflicts of Interest
By way of internal practice, some of the Company’s Directors also act as Directors on fully owned subsidiaries within the Group, namely: Tigné Contracting Limited, Solutions & Infrastructure Services Limited (until its amalgamation into MIDI p.l.c. on the 4 October 2023) and T14 Investments Limited. Mr. Joseph A. Gasan is also a director on Mid Knight Holdings Limited, a joint venture Company.
During the period under review the CEO acted as a director of Tigné Contracting Limited, Solutions & Infrastructure Services Limited (until its amalgamation into MIDI p.l.c. on the 4 October 2023) and Mid Knight Holdings Limited.
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and its shareholders as a whole and of their obligation to avoid conflicts of interest.
The Directors and the CEO, acting as directors of other companies of the Group and other third companies, may be subject to conflicts between the potentially divergent interests of the Company, the Group or such other third companies. The Company is not aware of any private interest or duties unrelated to the Group which may or are likely to place the Directors or the CEO in conflict with any interest in, or duties towards the Company.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
23
Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 11: Conflicts of Interest - continued
Given the current shareholding of MIDI p.l.c., and in line with expectations upon the commencement of the Company, conflicts of interest affecting Board members may arise from time to time with regards to:
1.contracts for goods and services, including the provision of construction services, civil and mechanical and engineering works which have been/may be entered into between MIDI p.l.c., Tigné Contracting Limited, Mid Knight Holdings Limited and companies related to Board members;
2.financing and insurance related services which have been/may be provided to MIDI p.l.c. by companies related to Board members;
3.activities, including retail projects carried on by MIDI p.l.c. which may compete with similar activities carried on, in the close proximity of the MIDI’s retail projects by companies related to Board members;
4.purchases of apartments by Directors or by companies related to Board members;
5.rental agreements by Directors or by companies related to Board members in relation to any of MIDI’s commercial premises.
All contracts for goods and services, including the provision of construction services, civil and mechanical and engineering works, and any other purchases are based upon the principle of competitive bidding. The CEO negotiates with suppliers in order to ensure that the best quality goods and services are procured by MIDI at the least possible price. With regard to construction services, the Supervisory Board is responsible, with assistance from the Project Management Advisory Committee, to supervise the tendering process. In particular, the Supervisory Board is responsible for assisting and directing the CEO in negotiations with contractors, suppliers and service providers and is responsible for the award of tenders not exceeding the value of €2 million. Any tenders exceeding such a value are awarded by the Board.
In terms of Article 90 of the Articles of Association of the Company, a director who is in any way, whether directly or indirectly, interested (even if such direct or indirect interest relates to the Member or Members who appointed him to office) in any contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at a meeting of the Directors. In the case of a proposed contract or arrangement, the declaration of interest to be made by such director shall be made at the meeting of the directors at which the question of entering into the contract or arrangement is first taken into consideration, or if such director was not at the date of that meeting interested in the proposed contract or arrangement, at the next meeting of the Directors held after he became so interested; and in a case where such Director becomes interested in a contract or arrangement after it is made, the said declaration shall be made at the first meeting of the Directors held after such director becomes so interested.
In line with Code Provision 11.1, a director does not participate in a discussion concerning matters in which he has a conflict of interest unless the Board finds no objection to the presence of such director. In addition, in accordance with the said Article 90, a director shall not vote in respect of any contract, arrangement, transaction or proposal in which he has material interest in accordance with the Memorandum and Articles of Association, whether direct or indirect, otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
24
Statement of compliance with the Principles of Good Corporate Governance - continued
B.COMPLIANCE WITH THE CODE - continued
Principle 11: Conflicts of Interest - continued
Article 91 of the Articles of Association also states that if any question arises at any meeting as to the materiality of a director's interest or as to the entitlement of any director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, then such question shall be referred to the auditors and their ruling shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.
Dealing in Company Securities
On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of the law, including the Capital Markets Rules and the Market Abuse Regulations (MAR), as well as within the Company’s policy in respect of dealings by directors in the Company’s securities, which policy is based on timely and comprehensive disclosures and notifications, as applicable in terms of the law.
Directors’ interests in the share capital of the Company are contained in the Directors’ report.
Principle 12: Corporate Social Responsibility
Corporate social responsibility has always been a priority for the Group, especially during the restoration works undertaken at Fort Manoel, Fort Tigné and other historical sites at Manoel Island and Tigné Point. The restoration of these heritage sites is an on-going process and to-date more than €20 million has been invested by MIDI for their restoration.
At the heart of MIDI's development projects for Manoel Island and Tigné Point lies a steadfast adherence to sustainability values. From conception to execution, the Company prioritizes green and eco-friendly strategies, aiming to cultivate a sustainable environment for future generations.
Moreover, MIDI actively engages with the neighboring communities of Gżira and Sliema, supporting various grassroots initiatives. In collaboration with the Sliema Local Council, MIDI has embarked on a project to refurbish the playground located within the George Bonello Du Puis gardens at Qui-Si-Sana. Collaborating with the Sliema Local Council, MIDI has undertaken the refurbishment of the George Bonello Du Puis gardens playground at Qui-Si-Sana and completed it in a number of phases over four years.
MIDI also continues to offer various premises which form part of the Group’s assets free of charge to non-profit organisations and other third parties to carry out activities and events which benefit the community. In line with this commitment, MIDI will once again be supporting the Għaqda Mużikali Mount Carmel Gżira during their programme of events for the annual feast of Our Lady of Mount Carmel.
As part of an ongoing sponsorship to Żibel, an NGO focusing on environmental clean-ups and a healthier livelihood, MIDI will be extending its sponsorship for the berthing costs of two boats which are being used by the NGO. Together with the berthing costs MIDI is also supplying the necessary services for the operation of a Seabin at the Manoel Island Yacht Marina. This Seabin is contributing to keep a cleaner water environment in the Marina, as this device collects floating plastics and debris from the sea surface.
Additionally, MIDI recently initiated a sponsorship agreement with the Marsamxett Valletta Regatta Club, an esteemed club in Maltese rowing since 1969. This support not only bolsters the club's livelihood but also enhances its participation in annual regattas, reinforcing MIDI's dedication to fostering community spirit and cultural heritage.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
25
Statement of compliance with the Principles of Good Corporate Governance - continued
C.NON-COMPLIANCE WITH THE CODE
Principle 4: Code Provision 4.2.7 Succession policy for the future composition of the Board
The Board notes that pursuant to the Company’s Memorandum and Articles of Association of the Company, the appointment of directors to serve on the Board of Directors is a matter which is entirely reserved to the shareholders of the Company (other than in the case of the ninth and tenth directors who may be appointed by the Board or where the need arises to fill a casual vacancy). Accordingly, shareholders are afforded the power to nominate and elect a new board of directors on an annual basis. Thus, the Board does not consider it practical to develop a succession policy for the future composition of the Board since every Director is required to retire from office at the Annual General Meeting. However, as indicated in the statement of compliance, all newly appointed non-executive Directors are given a thorough induction course in the operations, activities and procedures of the Company by Senior Management to be able to carry out the function of a Director in an effective manner.
Principle 9: Code Provision 9.3 Relations with Shareholders and with the Market
There are no procedures disclosed in the Company’s Memorandum or Articles as recommended in Code Provision 9.3, to resolve conflicts between minority shareholders and controlling shareholders. It is the Board’s view that this Code Provision is not applicable to the Company since the Company has no controlling shareholders.
This notwithstanding, the Company ensures that sufficient contact is maintained with shareholders to understand issues and concerns. The Office of the Company Secretary maintains regular communication with investors and provides individual shareholders with the opportunity to raise matters at any time throughout the year. Shareholders are also given the opportunity to ask questions physically at the AGM or to submit written questions in advance. Furthermore, as provided by the Companies Act, the Board may call an extraordinary general meeting on the requisition of shareholders holding not less than one-tenth of the paid up share capital of the Company.
D.INTERNAL CONTROL AND RISK MANAGEMENT IN RELATION TO THE FINANCIAL REPORTING PROCESS
The Board is ultimately responsible for the Group’s system of internal control and risk management and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide a reasonable, as opposed to absolute assurance against material misstatement or loss.
The Company operates through the Board of Directors and the Supervisory Board with clear reporting lines and delegation of powers. The Board of Directors has adopted and implemented appropriate policies and procedures to manage risks and internal control. The Supervisory Board plans, executes, controls and monitors business operations in order to achieve the set objectives.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
26
Statement of compliance with the Principles of Good Corporate Governance - continued
D.INTERNAL CONTROL AND RISK MANAGEMENT IN RELATION TO THE FINANCIAL REPORTING PROCESS - continued
The Directors, with the assistance of Senior Management, are responsible for the identification, evaluation and management of the key risks to which the Company may be exposed. The Company has in place clear and consistent procedures in place for monitoring the system of internal financial controls. The Directors also receive periodic management information giving comprehensive analysis of financial and business performance including variances against the Group’s set targets.
This process is applicable specifically in relation to the Company’s financial reporting framework.
The Audit Committee reviews and assesses the effectiveness of the internal control systems, including financial reporting, and determines whether significant internal control recommendations made by internal and external auditors have been implemented. The Committee plays an important role in initiating discussions with the Board with respect to risk assessment and risk management and reviews contingent liabilities and risks that may be material to the Group.
E.CAPITAL MARKETS RULE 5.97.5
The information required by this Capital Markets Rule is found in the Directors’ Report.
F.GENERAL MEETINGS
General meetings are called and conducted in accordance with the provisions contained in the Company’s Articles of Association and in accordance with any applicable laws or regulations as may be applicable from time to time. As outlined previously, information on General Meetings is found in the Directors’ Report.
The report above is a summary of the views of the Board on the Company’s compliance with the Code. Generally, the Board is of the opinion that, in the context of the applicability of the various principles of the Code to the Company and in the context of the Company’s business operations and save as indicated herein in the section entitled “Non-Compliance” the Company has applied the principles and has complied with the Code throughout the financial year under review. The Board shall keep these principles under review and shall monitor any developments in the Company’s business to evaluate the need to introduce new corporate governance structures or mechanisms as and when the need arises.
Signed on behalf of the entity’s Board of Directors on 26 April 2024 by Alec A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2023 Annual Report and Consolidated Financial Statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
27
Remuneration Report and Statement
Remuneration Report and Statement was drawn up by the Remuneration and Nomination Committee and approved by the Board on the 12 April 2024. It is drawn up in terms of Code Provisions 8.A.3 to 8.A.6 of the Code of Principles of Good Corporate Governance (Appendix 5.1 of the Capital Markets Rules) and in accordance with the Capital Markets Rule 12.26K and the requirements of Appendix 12.1 of the Capital Markets Rules.
Membership and activities of the Remuneration and Nomination Committee
The Remuneration and Nomination Committee is composed of Joseph Said (Chairman), Jacqueline sive Jackie Briffa and Alfredo Muñoz Perez as members, all of whom are independent non-executive directors.
In its function the Remuneration and Nomination Committee is charged with oversight of the remuneration policies implemented by the Company with respect to its Directors, Senior Management and employees. It assists the Board in meeting its responsibilities regarding the determination, implementation and oversight of Directors, CEO and Senior Executive remuneration arrangements to enable the recruitment, motivation and retention of individuals with right skills and qualities. Its functions as a Nomination Committee are described in the Corporate Governance Statement under Principle 8.
Decisions of the Remuneration and Nomination Committee during the financial year under review were taken by virtue of resolutions approved by all the members.
Directors’ Remuneration Policy approved by the Annual General Meeting
A Directors’ Remuneration Policy was approved by the shareholders at the Annual General Meeting of the Company held on 1 October 2020.
The Directors’ Remuneration Policy is available in full on https://www.midimalta.com/en/corporate-governance. The Directors’ Remuneration Policy applies to “directors” as such term is defined in Chapter 12 of the Capital Markets Rules and therefore in the case of the Company it applies to any member of the Board of Directors of the Company and to the Chief Executive Officer (“CEO”). The Board is currently composed of 9 non-executive Directors and 1 executive Director who is also the CEO of the Company and whose remuneration is also addressed in the Directors’ Remuneration Policy in the part entitled “Remuneration of the CEO”.
Any material amendments to the Policy shall be submitted to a vote by the General Meeting before their adoption and in any case the Policy shall be submitted to a vote by the General Meeting at least every four years In terms of Capital Markets Rule 12.26I. Since the Remuneration Policy was approved at the 2020 AGM, the Directors’ Remuneration Policy will be resubmitted for the approval of shareholders at the 2024 Annual General Meeting of the Company. The Remuneration Policy will be revised to make reference to the executive director.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
28
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors
In proposing the overall remuneration for non-executive Directors and any reviews to remuneration, the Company takes into account the Company’s need to attract, and motivate directors who possess the necessary experience, qualities and attributes to enable them to discharge their duties with integrity and highest professional standards, market realities, trends or standards for similar positions, the time commitment required to be devoted to the Company, group financial performance, salary increases for all employees, as well as the overall interests of shareholders and the overall costs to shareholders.
In terms of Article 84(1) of the Articles of Association of the Company, the maximum aggregate remuneration of all directors in any one financial year and any increases to such aggregate amount are approved by the Company in General Meeting. During the Company’s Annual General Meeting of 2023, the shareholders approved the maximum annual aggregate remuneration for the Directors of the Company at one hundred twenty-five thousand euro (€125,000). For the sake of clarity, the said maximum limit of aggregate emoluments refers to the emoluments paid to the non-executive directors. As stated below in the part entitled “Remuneration Policy – CEO”, no additional remuneration is paid by the Company to the CEO in respect of his role as an executive director of the Company and a member of Board Committees. This is also in accordance with Articles 85 and 90(1) of the Articles of Association of the Company.
There are no service contracts between the non-executive Directors and the Company or its subsidiaries. The remuneration of non-executive Directors consists of a fixed fee for their duties as directors. These fixed fees have been determined in line with information available from the current market. Each of the non-executive directors receive the same amount in terms of fixed fees for his or her respective duties as directors other than in the case of the Chairman of the Company who receives a different fixed fee commensurate with the added responsibilities of the role of chairman and in the case of directors who have an additional responsibility by way of chairmanship or membership of a Board committee or where the non-executive director is appointed by the Board to sit on the Board of Directors of a subsidiary company, a joint venture company or another company forming part of the same Group as the Company.
The remuneration of non-executive Directors does not include any variable component, such as bonuses, incentives, or other benefits in whatever form, nor does the Company award share-based remuneration or any share options. Non-executive Directors do not participate in any long-term incentive plans, neither do they receive any retirement or pension benefits, or any payment related to their resignation or removal from office.
Any reasonable travel and business expenses incurred by non-executive Directors in connection with the business of the Company are met by the Company.
A non-executive director is appointed and holds office for a term of one year from the end of one Annual General Meeting to the end of the next. In terms of Article 98 of the Articles of Association, all directors therefore retire from office at each Annual General Meeting. Directors appointed by the Board in terms of Article 102(3) of the Articles, that is, directors who are appointed without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company are likewise appointed until the Annual General Meeting following their appointment and also retire at such Annual General Meeting, unless he or she are appointed for a shorter term. As stated earlier, there are no provisions for the payment of any benefits linked to termination of their office of directors.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
29
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors - continued
The Directors’ fees applicable during the financial year ended 31 December 2023 were as follows:-
Directors’ Fees
Chairman€12,000 per annum (2022: €6,000)
Other Directors (per Director)€8,000 per annum (2022: €3,000)
Audit Committee Fees
Chairman€4,000 per annum (2022: €2,500)
Member (per member)€2,000 per annum (2022: €2,000)
Remuneration Committee Fees
Chairman €1,500 per annum (2022: €1,500)
Member (per member)€1,000 per annum (2022: €1,000)
Supervisory Board Fees
Chairman€5,000 per annum (2022: €5,000)
Member (per member)€4,000 per annum (2022: €4,000)
Project Management Advisory Committee Fees
Chairman€4,000 per annum (2022: €4,000)
Member (per member)€2,000 per annum (2022: €3,000)
Operations Committee Fees*
Chairman€4,000 per annum (2022: n/a)
Member (per member)€3,000 per annum (2022: n/a)
*(set up in July 2023)
Subsidiary/Group Company Fees (as may be applicable)
Chairman of Joint Venture Company €4,000 per annum (2022: €4,000)
Member of Joint Venture Company
(per member)€3,000 per annum (2022: €3,000)
Chairman of Subsidiary** €4,000 per annum (2022: €4,000)
Member of Subsidiary (per member)**€3,000 per annum (2022: €3,000)
**The subsidiary in question was amalgamated into the Company on 4 October 2023 and consequently ceased to exist
In accordance with Code Provision 8.A.5, total Directors’ remuneration for the financial year ended 31 December 2023 in respect of their office as Directors is as detailed below:
Fixed Remuneration
Variable Remuneration
Share Options
Others
€115,750
None
None
None
The amount disclosed above reflects the total Directors’ emoluments paid during the period under review (2022: €67,435).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
30
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors - continued
-Code Provision 12.26K and Appendix 12.1 of the Capital Markets Rules
In addition to the information provided above and with reference to Appendix 12.1 of the Capital Markets Rules, it is noted that the amount paid to each non-executive Director by the Company for attendance at meetings of the Board, meetings of Board Committees and directorships on the Company’s subsidiaries and joint venture company (where applicable) during the period under review is indicated below. The table hereunder also represents the annual change of remuneration of the non-executive Directors, of the Company’s performance, and of average remuneration on a full-time equivalent basis of the Company’s employees over the two most recent financial years:
Board & Committee Fees
FY 2023
Group company fees
FY 2023
Total FY 2023
Total
FY 2022
Total
FY 2021
% Annual change of remuneration (2023 vs 2022)
% Annual change of remuneration (2022 vs 2021)
€
€
€
€
€
%
%
Dr Alec A. Mizzi (Chairman)
16,530
-
16,530
11,030
11,000
+50.0%
+0.2%
Joseph Bonello
12,584
-
12,584
8,295
8,000
+51.7%
+3.7%
Jacqueline sive Jackie Briffa***
11,331
2,277
13,608
4,907
-
n/a
n/a
Jonathan Buttigieg*******
5,342
-
5,342
-
-
n/a
n/a
David Demarco
15,608
-
15,608
11,030
9,849
+41.5%
+12.0%
Joseph A. Gasan
11,608
4,000
15,608
11,000
11,000
+41.9%
0.0%
Sarah Mamo****
9,384
-
9,384
-
-
n/a
n/a
Alfredo Muñoz Perez**
10,609
-
10,609
5,788
2,968
n/a
+95.0%
Gordon Polidano*
3,367
-
3,367
4,369
3,238
n/a
+34.9%
Joseph Said
9,109
4,000
13,109
8,500
7,579
+54.2%
+12.2%
* Resigned on the 19 June 2023
** Appointed on the 17 June 2021
*** Appointed on the 16 June 2022
**** Appointed on the 10 January 2023
******* Appointed on the 19 June 2023
% Annual change of the Company’s consolidated performance (2023 vs 2022)
based on net profit after tax
% Annual change of the Company’s consolidated performance (2022 vs 2021)
based on net profit after tax
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2023 vs 2022)
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2022 vs 2021)
+33.3%
-508.0%
+9.70%
+2.10%
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
31
Remuneration Report and Statement - continued
Remuneration Policy – Non-Executive Directors - continued
-Code Provision 12.26K and Appendix 12.1 of the Capital Markets Rules – continued
The fee levels attributable to the non-executive Directors have been revised upwards to reflect market practice and the level of responsibilities allocated to such roles.
No other fees were payable or paid to any of the non-executive Directors during the financial year under review.
Remuneration Policy – CEO
In proposing the overall remuneration for the CEO and any reviews thereto, the Company takes into account the Company’s need to attract, retain and motivate an individual who possesses the necessary experience, qualities and attributes for this key executive role within the Company by offering a base salary and other employment terms that are competitive within the market. The Company also considers the size and scope of the role, the experience of the individual, market realities, trends or standards for similar positions, group financial performance, salary levels, increases and general conditions applicable to the Company’s employees, as well as the overall interests of shareholders and the overall costs to shareholders.
It is the Company’s policy to engage the CEO on an indefinite contract of employment after a period of probation, rather than on a fixed term contract. Accordingly, the applicable notice periods, after probation, are those provided for in the relevant legislation. The CEO’s terms of employment do not contain provision for any form of payment on resignation or termination of employment and therefore the only payments on termination are those which may be applicable in accordance with legal requirements. No retirement or pension benefits in whatever form are payable to the CEO.
The CEO is entitled to a base or fixed salary as well as to an annual performance bonus which is established by reference to the attainment of pre-established annual financial and non-financial targets and/or performance criteria or key performance indicators. The annual performance bonus is the only variable component of the CEO’s remuneration. These targets or performance criteria are set annually by the Remuneration and Nomination Committee in consultation with the Chairman of the Company. These targets or performance criteria are selected to incentivise the delivery of the Company’s business plans, goals and financial objectives. These targets or performance criteria include a mix of company corporate objectives to be met and an assessment of the individual’s performance and attainment of personal objectives. Neither the reviews of the base or fixed salary nor the performance bonus is linked directly or indirectly to the performance of the share price of the Company.
The Remuneration and Nomination Committee, in consultation with the Chairman of the Company, will decide on the payment of or otherwise of the annual performance bonus after assessing the attainment of the relative targets and/or performance criteria. It may also decide to defer the payment of the annual performance bonus or part thereof for a definite period. No such deferment has taken place in relation to
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
32
Remuneration Report and Statement – continued
Remuneration Policy – CEO – continued
the performance bonus paid for the financial year ended 31 December 2023. The link between the fixed salary and the performance annual bonus shall be appropriate and reasonable. The performance bonus of the CEO shall never exceed 40% of the fixed salary. The Company does not have the possibility to reclaim any variable remuneration.
The CEO is not otherwise awarded any other incentives or benefits in whatever form, nor does the Company award share-based remuneration or share options. The CEO does not participate in any profit-sharing arrangement.
Any reasonable travel and business expenses incurred by the CEO in connection with the business of the Company is met by the Company. The CEO is also entitled to a mobile telephone allowance.
On the 19 June 2023, the CEO Mark Portelli was re-appointed by the Board of Directors as an (executive) Director in terms of Article 102(3) of the Articles of Association of the Company which permits the Board to appoint up to a maximum of two additional directors without the requirement that the appointment be ratified by a members’ resolution taken at a General Meeting of the Company. In terms of Article 117(3) of the Articles of Association of the Company, if the person appointed to the office of CEO is a director of the Company the said person shall be designated as Managing Director.
No additional remuneration is paid by the Company to the CEO in respect of his role as an executive director of the Company and member of the Supervisory Board and the Project Management Advisory Committee. Neither does the CEO receive any remuneration in respect of his directorship on the subsidiary company Tign é Contracting Limited and on the joint venture company Mid Knight Holdings Limited.
-Code Provision 12.26K and Appendix 12.1 of the Capital Markets Rules
In addition to the information provided above and with reference to Appendix 12.1 of the Capital Markets Rules, it is noted that the total remuneration paid to the CEO, Mark Portelli, for the period under review was as indicated below. The table hereunder also represents the annual change of the Company’s performance, and of average remuneration on a full-time equivalent basis of the Company’s employees over the two most recent financial years:
Fixed remuneration FY 2023
€
Variable remuneration FY 2023
€
Total remuneration FY 2023
€
Total remuneration FY 2022
€
Total remuneration
FY2021
€
% Annual change of remuneration (2023 vs 2022)
% Annual change of remuneration (2022 vs 2021)
147,263
50,000
197,263
185,803
185,731
+6.2%
0.0%
The variable remuneration was arrived at after an assessment of the level of attainment of targets set as explained earlier on in this report. No other fees were payable or paid to the CEO during the financial year under review.
% Annual change of the Company’s consolidated performance (2023 vs 2022)
based on net profit after tax
% Annual change of the Company’s consolidated performance (2022 vs 2021)
based on net profit after tax
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2023 vs 2022)
% Annual change of the average remuneration of the Company’s employees on a full-time basis (2022 vs 2021)
+33.3%
-508.0%
+9.70%
+2.10%
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
33
Remuneration Report and Statement - continued
Remuneration Policy - Senior Management
The term ‘Senior Management’ shall refer to the list of officers as set out within the Directors’ report and except where otherwise expressly stated includes the CEO.
In proposing the overall remuneration for Senior Management and any reviews thereto, the Company takes into account the Company’s need to attract, retain and motivate individuals who possesses the necessary experience, qualities and attributes for these key executive roles within the Company by offering a base salary and other employment terms that are competitive within the market. The Company generally engages its Senior Management on the basis of indefinite contracts of employment after a period of probation, rather than on fixed term contracts. Accordingly, the applicable notice periods, after probation, are those provided for in the relevant legislation.
The terms and conditions of employment of Senior Management are specified in their respective indefinite contracts of employment. Senior Management are entitled to a base or fixed salary as well as to an annual performance bonus which is established by reference to the attainment of pre-established annual financial and non-financial targets and/or performance criteria or key performance indicators. Neither the reviews of the base or fixed salary nor the performance bonus is linked directly or indirectly to the performance of the share price of the Company.
The annual performance bonus is the only variable component of the remuneration of Senior Management. The link between the fixed salary and the performance annual bonus shall be appropriate and reasonable. The annual performance bonus of Senior Management (to the exclusion of the CEO) is approved by the Remuneration and Nomination Committee in consultation with the CEO.
None of the Company’s Senior Management, through their employment with the Company, is entitled to any share options and/or profit-sharing arrangements or pension benefits.
The individual contracts of employment of all Senior Management, excluding the contract of employment of the CEO, contain provisions for severance payments in certain defined circumstances. These payments would be in addition to payments that may be applicable in accordance with legal requirements.
All employees of the Company are entitled to health and life insurance, whilst Senior Management and some other executives of the Company are entitled to reimbursement of telephone expenses. Any reasonable travel and business expenses incurred by Senior Management in connection with the business of the Company is met by the Company.
Total emoluments received by Senior Management during the period under review are as detailed below, in terms of Code Provision 8.A.5 of the Capital Markets Rules.
Fixed Remuneration
FY2023
Variable Remuneration
FY2023
Total
FY2023
Total
FY2022
Total
FY2021
Change
2023 vs 2022
Change
2022 vs 2021
372,169
130,000
502,169
472,462
472,301
+6.2%
0.0%
This Directors’ Remuneration Report in terms of Chapter 12 of the Capital Markets Rules is being put forward to an advisory vote of the 2024 Annual General Meeting in accordance with the requirements of the Capital Markets Rule 12.26 L.
In accordance with the requirements emanating from Appendix 12.1 of the Capital Markets Rules, the contents of the Directors’ Remuneration Report have been reviewed by the external auditor to ensure compliance with such requirements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
34
Statements of financial position
As at 31 December
Notes
2023
2022
€
€
GROUP
ASSETS
Non-current assets
Property, plant and equipment
5
1,916,602
2,025,599
Right-of-use assets
6
12,314,428
12,484,702
Investment property
7
36,231,697
36,231,697
Investments in joint venture
9
28,095,459
31,929,111
Financial investments
10
453,132
447,182
Deferred tax assets
21
694,917
56,600
Total non-current assets
79,706,235
83,174,891
Current assets
Inventories - Development project
11
150,369,473
140,570,955
Trade and other receivables
12
3,065,805
3,102,100
Cash and cash equivalents
13
21,600,889
5,002,359
Total current assets
175,036,167
148,675,414
Total assets
254,742,402
231,850,305
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
35
Statements of financial position - continued
As at 31 December

| Notes | 2023 | 2022
|  | € | €
GROUP |  |  |
EQUITY AND LIABILITIES |  |  |
Capital and reserves |  |  |
Share capital | 14 | 42,831,984 | 42,831,984
Share premium | 14 | 15,878,784 | 15,878,784
Property revaluation reserve | 15 | 1,211,132 | 1,211,132
Investment fair value reserve | 16 | 21,092 | 15,142
Other reserves | 17 | 785,729 | 1,228,277
Retained earnings |  | 38,591,081 | 40,109,439
Total equity |  | 99,319,802 | 101,274,758
Non-current liabilities |  |  |
Trade and other payables | 18 | 31,422,941 | 175,625
Borrowings | 19 | 57,535,261 | 62,667,387
Lease liabilities | 20 | 14,922,674 | 14,237,956
Deferred tax liabilities | 21 | 3,401,718 | 3,401,718
Total non-current liabilities |  | 107,282,594 | 80,482,686
Current liabilities |  |  |
Trade and other payables | 18 | 47,302,171 | 48,392,395
Lease liabilities | 20 | 632,631 | 1,265,262
Current tax liabilities |  | 205,204 | 435,204
Total current liabilities |  | 48,140,006 | 50,092,861
Total liabilities |  | 155,422,600 | 130,575,547
Total equity and liabilities |  | 254,742,402 | 231,850,305

MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
36
Statements of financial position - continued
As at 31 December
As at 1 January
2023
2022
(restated)
2022
(restated)
Notes
€
€
€
COMPANY
ASSETS
Non-current assets
Property, plant and equipment
5
1,781,505
1,979,511
2,174,627
Right-of-use assets
6
12,314,428
12,484,702
12,628,300
Investment property
7
36,231,697
36,231,697
37,281,697
Investment in subsidiaries
8
11,709,316
11,709,316
11,709,316
Financial investments
10
453,132
447,182
512,284
Deferred tax assets
21
694,917
56,600
58,710
Total non-current assets
63,184,995
62,909,008
64,364,934
Current assets
Inventories – Development project
150,369,473
140,846,945
130,946,789
Trade and other receivables
1,217,390
1,235,679
1,000,140
Cash and cash equivalents
21,540,875
4,882,019
9,640,199
Total current assets
173,127,738
146,964,643
141,587,128
Total assets
236,312,733
209,873,651
205,952,062
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
37
Statements of financial position - continued
The notes on pages 45 to 101 are an integral part of these financial statements.
The Financial Statements on pages 34 to 101 were authorised for issue by the Board on 26 April 2024. The financial statements were signed on behalf of the entity’s Board of Directors by Alex A. Mizzi (Chairman) and Mark Portelli (Director) as per the Directors’ Declaration on the ESEF Annual Financial Report submitted in conjunction with the 2023 Annual Report and Consolidated Financial Statements.
As at 31 December
As at 1 January
Notes
2023
2022
2022
(restated)
(restated)
€
€
€
COMPANY
EQUITY AND LIABILITIES
Capital and reserves
Share capital
14
42,831,984
42,831,984
42,831,984
Share premium
14
15,878,784
15,878,784
15,878,784
Investment fair value reserve
16
21,092
15,142
80,244
Other reserves
17
23,060
23,060
23,060
Retained earnings
15,989,433
14,058,341
11,724,223
Total equity
74,744,353
72,807,311
70,538,295
Non-current liabilities
Trade and other payables
18
31,422,941
175,625
5,226,955
Borrowings
19
57,535,261
62,667,387
49,578,577
Lease liabilities
20
14,922,674
14,237,956
13,784,206
Deferred tax liabilities
21
3,401,718
3,401,718
3,506,718
Total non-current liabilities
107,282,594
80,482,686
72,096,456
Current liabilities
Trade and other payables
18
53,447,951
54,883,188
52,386,863
Borrowings
19
-
-
9,999,971
Lease liabilities
20
632,631
1,265,262
632,631
Current tax liabilities
205,204
435,204
297,846
Total current liabilities
54,285,786
56,583,654
63,317,311
Total liabilities
161,568,380
137,066,340
135,413,767
Total equity and liabilities
236,312,733
209,873,651
205,952,062
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
38
Income statements
Year ended 31 December
Group
Company
Notes
2023
2022
2023
2022
(restated)
€
€
€
€
Revenue
22
4,070,889
3,414,773
4,070,889
3,414,773
Cost of sales
23
(1,234,178)
(1,339,133)
(1,234,178)
(1,339,133)
Gross profit
2,836,711
2,075,640
2,836,711
2,075,640
Other operating income
28
49,564
50,923
49,564
50,923
Changes in fair value attributable
to investment property
7
-
(1,050,000)
-
(1,050,000)
Impairment charge on Inventories -
Development project
11
(1,109,804)
-
(1,109,804)
-
Administrative expenses
23
(2,903,563)
(2,483,513)
(2,845,698)
(2,398,715)
Operating loss
(1,127,092)
(1,406,950)
(1,069,227)
(1,322,152)
Finance income
26
105,567
11,154
105,567
11,154
Finance costs
27
(2,632,907)
(2,711,982)
(2,632,426)
(2,711,703)
Dividend income
29
39,000
-
4,989,000
6,839,335
Share of profit of investment
accounted for using the equity
method of accounting
9
1,558,896
1,983,510
-
-
(Loss)/profit before tax
(2,056,536)
(2,124,268)
1,392,914
2,816,634
Tax income/(expense)
30
538,178
(151,681)
538,178
(482,516)
(Loss)/profit for the year
(1,518,358)
(2,275,949)
1,931,092
2,334,118
Earnings per share
31
(0.007)
(0.011)
-
The notes on pages 45 to 101 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
39
Statements of comprehensive income
Year ended 31 December
Group
Company
Notes
2023
2022
2023
2022
(restated)
€
€
€
€
(Loss)/profit for the year (as restated)
(1,518,358)
(2,275,949)
1,931,092
2,334,118
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Share of other comprehensive
income attributable to joint venture
accounted for using
the equity method of accounting
17
(442,548)
1,228,277
-
-
Gains/(losses) from changes in fair
value of financial investments
measured at fair value through
other comprehensive income
16
5,950
(65,102)
5,950
(65,102)
Total other comprehensive income
(436,598)
1,163,175
5,950
(65,102)
Total comprehensive income for
the years
(1,954,956)
(1,112,774)
1,937,042
2,269,016
The notes on pages 45 to 101 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
40
Statements of changes in equity
Property
Investment
Share
Share
revaluation
fair value
Other
Retained
Notes
capital
Premium
reserve
reserve
reserves
earnings
Total
Group
€
€
€
€
€
€
€
Balance at 1 January 2022
42,831,984
15,878,784
1,211,132
80,244
-
42,385,388
102,387,532
Comprehensive income
Loss for the year
-
-
-
-
-
(2,275,949)
(2,275,949)
Other comprehensive
income
Items that may be subsequently
reclassified to profit or loss
Share of other comprehensive
income attributable to joint venture
accounted for using
the equity method of accounting
17
-
-
-
-
1,228,277
-
1,228,277
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
-
(65,102)
-
-
(65,102)
Total other comprehensive
income
-
-
-
(65,102)
1,228,277
-
1,163,175
Total comprehensive income
-
-
-
(65,102)
1,228,277
(2,275,949)
(1,112,774)
Balance at 31 December 2022
42,831,984
15,878,784
1,211,132
15,142
1,228,277
40,109,439
101,274,758
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
41
Statements of changes in equity - continued
Property
Investment
Share
Share
revaluation
fair value
Other
Retained
Notes
capital
Premium
reserve
reserve
reserves
earnings
Total
Group
€
€
€
€
€
€
€
Balance at 1 January 2023
42,831,984
15,878,784
1,211,132
15,142
1,228,277
40,109,439
101,274,758
Comprehensive income
Loss for the year
-
-
-
-
-
(1,518,358)
(1,518,358)
Other comprehensive
income
Items that may be subsequently
reclassified to profit or loss
Share of other comprehensive
income attributable to joint venture
accounted for using
the equity method of accounting
17
-
-
-
-
(442,548)
-
(442,548)
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
-
5,950
-
-
5,950
Total other comprehensive
income
-
-
-
5,950
(442,548)
-
(436,598)
Total comprehensive income
-
-
-
5,950
(442,548)
(1,518,358)
(1,954,956)
Balance at 31 December 2023
42,831,984
15,878,784
1,211,132
21,092
785,729
38,591,081
99,319,802
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
42
Statements of changes in equity - continued
Investment
Share
Share
fair value
Other
Retained
Notes
capital
premium
reserve
reserves
earnings
Total
Company
€
€
€
€
€
€
Balance at 1 January 2022
- as previously reported
42,831,984
15,878,784
80,244
23,060
9,529,042
68,343,114
- impacts of merger of
subsidiary into Company
37
-
-
-
-
2,195,181
2,195,181
- as restated
42,831,984
15,878,784
80,244
23,060
11,724,223
70,538,295
Comprehensive income
Profit for the year (as restated)
-
-
-
-
2,334,118
2,334,118
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
(65,102)
-
-
(65,102)
Total other comprehensive
income
-
-
(65,102)
-
-
(65,102)
Total comprehensive income
(as restated)
-
-
(65,102)
-
2,334,118
2,269,016
Balance at 31 December 2022
(as restated)
42,831,984
15,878,784
15,142
23,060
14,058,341
72,807,311
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
43
Statements of changes in equity – continued
Investment
Share
Share
fair value
Other
Retained
Note
capital
premium
reserve
reserves
earnings
Total
Company
€
€
€
€
€
€
Balance at 1 January 2023
42,831,984
15,878,784
15,142
23,060
14,058,341
72,807,311
(as restated)
Comprehensive income
Profit for the year
-
-
-
-
1,931,092
1,931,092
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss
Fair valuation of financial
investments measured at fair
value through other
comprehensive income:
Net changes in fair value arising
during the year
16
-
-
5,950
-
-
5,950
Total other comprehensive
income
-
-
5,950
-
-
5,950
Total comprehensive income
-
-
5,950
-
1,931,092
1,937,042
Balance at 31 December 2023
42,831,984
15,878,784
21,092
23,060
15,989,433
74,744,353
The notes on pages 45 to 101 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
44
Statements of cash flows
Year ended 31 December
Group
Company

Notes | 2023 | 2022 | 2023 | 2022
|  |  |  | (restated)
| € | € | € | €
Cash flows from operating activities |  |  |  |
Cash generated from/(used in) operations 33 | 20,688,147 | (6,684,383) | 26,022,812 | (4,782,561)
Net interest paid | (2,329,241) | (2,505,903) | (2,328,760) | (2,505,624)
Net income tax paid | (330,139) | (117,213) | (330,139) | (448,048)
Net cash generated from/(used in) |  |  |  |
operating activities | 18,028,767 | (9,307,499) | 23,363,913 | (7,736,233)
Cash flows from investing activities |  |  |  |
Purchase of property, plant and equipment 5 | (148,310) | (45,767) | (14,630) | (18,839)
Dividends received 9 | 5,447,500 | 1,608,500 | 39,000 | -
Net cash generated from/(used in) investing activities | 5,299,190 | 1,562,733 | 24,370 | (18,839)
Cash flows from financing activities |  |  |  |
Proceeds from bank borrowings 19 | 13,311,191 | 12,996,863 | 13,311,191 | 12,996,863
Repayment of bank borrowings 19 | (18,535,264) | (9,999,971) | (18,535,264) | (9,999,971)
Principal elements of lease payments 6 | (1,505,354) | - | (1,505,354) | -
Net cash (used in)/generated from financing activities | (6,729,427) | 2,996,892 | (6,729,427) | 2,996,892
Net movement in cash and cash equivalents | 16,598,530 | (4,747,874) | 16,658,856 | (4,758,180)
Cash and cash equivalents at beginning of year | 5,002,359 | 9,750,233 | 4,882,019 | 9,640,199
Cash and cash equivalents at end of year 13 | 21,600,889 | 5,002,359 | 21,540,875 | 4,882,019

The notes on pages 45 to 101 are an integral part of these financial statements.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
45
Notes to the Financial Statements
1.Summary of material accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1 Basis of preparation
These consolidated Financial Statements include the Financial Statements of MIDI p.l.c. and its subsidiaries. These Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of the land and buildings class of property, plant and equipment, investment property and specific financial assets. The preparation of Financial Statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Group’s accounting policies (see Note 3 – Critical accounting estimates and judgements).
1.1.1 Assessment of going concern assumption
The Group has registered a loss of €1.52 million for the financial year ended 31 December 2023 (2022: loss after tax of €2.28 million). The Group’s total assets exceeded its total liabilities by €99,319,802 as at 31 December 2023 (2022: €101,274,758). The Group has reviewed its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments in business as usual circumstances throughout the twelve-month period subsequent to 31 December 2023. In this regard it had previously secured new banking facilities with local banks which are currently being utilised (i) to finance in part ongoing operational expenditure and (ii) to finance the development of the Q3 residential block.
This financial performance reflects the cyclical nature of the Company’s property development business. Although MIDI has successfully launched the apartments from its final residential development at Tigné Point (known as Q3 – Fortress Gardens) in terms of the Company’s accounting policies the sale of these residential units will only be recognised once the final deeds of sale are entered into with the respective buyers. In addition, MIDI had no other inventory of residential apartments which it could deliver in 2023. Given that the Group’s financial results are very dependant on the contribution generated from the sale of property, the lack of revenues generated from this sector invariably impacts negatively on the Group’s overall financial performance. Revenues generated from the sale of property during 2023 amounted to €888k (2022: €229k) resulting in an operating loss from this business segment of €1.67 million after considering an impairment charge on inventory of €1.1 million (2022: operating loss: €1.13 million).
Revenues arising from the property rental and management segment during 2023 remained in line with those of 2022 (2023: €3.18 million vs 2022: €3.19 million). Revenues from this segment are now largely in line with contracted lease agreements.
The Group’s financial results also include its 50% share of the financial results of Mid Knight Holdings Limited (“MKH”), a jointly controlled entity accounted for on the basis of the equity method of accounting. The Group’s share of MKH’s profits for 2023 amounted to €1.56 million which are less than the €1.98 million registered in 2022. During 2023 MKH sold one floor to a third party for a total value of €13.6 million. This sale has had minimal impact on the overall profits registered by MKH during the financial year ended 31 December 2023, since the attributable profit was recognised as an increase of fair value within profit or loss when MKH had fair valued ‘The Centre’ during the financial year ended 31 December 2017.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
46
1.Summary of material accounting policies - continued
1.1 Basis of preparation - continued
1.1.1 Assessment of going concern assumption - continued
In January 2023, the Company launched the Q3 – Fortress Gardens apartment to the market. The market’s response has been very positive with more than 70% of the apartments now subject to a promise of sale agreement.
Development works on the Q3 – Fortress Gardens apartment block had commenced in the second quarter of 2022. The civil works are now complete with finishing and mechanical, electrical and plumbing (“MEP”) works and the façade works progressing as scheduled. Delivery of these apartments is envisaged for the second half of 2025. As previously explained, at delivery stage, the Company will be able to account for the profits generated from the sale of these apartments.
The development of Manoel Island continues to play a prominent part in the Group’s activities. Discussions with Government are ongoing with regards to the specific remedies available in the Deed of Emphyteusis entered into on 15 June 2000 which will help to mitigate, in part, the impact of the reduction of development volumes as a consequence of the discovery of archaeological remains on the Manoel Island site. The discovery of such remains necessitated a revision to the Manoel Island masterplan which resulted in a reduction of development volumes from 127,000sqm to 95,000sqm.
Following the signing of a non-binding memorandum of understanding with AC Enterprises Limited (C49755) in December 2021 the Company has continued with negotiations and discussions with the party in question with a view to concluding the establishment of a joint venture with regards to the Manoel Island development. Although significant progress has been registered no transaction has been concluded yet.
As previously announced, the Planning Authority (“PA”) has approved the Outline Permit for the revised Manoel Island Masterplan on 16 September 2021. This had followed the approval of the Environmental Impact Assessment (“EIA”) by the Environmental and Resources Authority (“ERA”). Although the Outline Permit itself was not subject to appeal, the decision by ERA to approve the EIA was appealed by a third party. On the 10 January 2023, the Environment and Planning Review Tribunal advised that the third party’s appeal had been rejected. Following this, the Court of Appeal also rejected the third party’s appeal on 10 May 2023. As a result of this decision, the Outline Development Permit is now definitively confirmed and not subject to further appeal.
In parallel to the ongoing separate discussions with Government and AC Enterprises Limited, the detailed design process has continued in earnest and the full development application for the Manoel Island development PA1053/23 was submitted to the PA in December 2022.
At the public hearing meeting of 14 March 2024 the Planning Board deferred the hearing of this full development application on the basis that Manoel Island lies within the proposed buffer zone for the Valletta World Heritage Site (“WHS”) and it was deemed desirable that a Heritage Impact Assessment (“HIA”) is commissioned on the basis of terms of reference subsequently issued by the Superintendence of Cultural Heritage (“SCH”).
The Group is confident that the proposed development of Manoel Island does not impact the status of the Valletta WHS as the SCH, after having consulted the National World Heritage Technical Committee (“NWHTC”), had not objected to this full development application as part of the consultation process undertaken by the Planning Authority. A decision on this application is expected during the second half of 2024 post completion and submission of the HIA. In the meantime, site preparatory works are ongoing on the Manoel Island site under the supervision of an archaeological monitor. The Company remains confident that the full development permit will be secured.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
47
1.Summary of material accounting policies - continued
1.1 Basis of preparation - continued
1.1.1 Assessment of going concern assumption - continued
The Group is confident that the deferral of the hearing referred to above and the consequential potential delays will not affect the investment plans of the prospective investor as outlined in the memorandum of understanding referred to previously.
The emphyteutical deed entered into by the Group with Government earmarks the 31 March 2023 as the date by which the entire development had to be substantially completed. Nonetheless, the same emphyteutical deed provides for extension to the completion date in the eventuality of delays which result from events or circumstances outside the Group’s control. In the course of the development project of Manoel Island and Tigné Point, the Group experienced a number of delays associated with the issue of building permits and encountered site related conditions which were not foreseen at the point in time when the emphyteutical concession was granted. In the light of these circumstances and the contractual obligations emanating from the deed, the Group is currently actively engaged in discussions on this matter with the Government and on the basis of the ongoing discussions the Board is confident that an outcome which will enable the successful completion of the project will be achieved.
The Group is cognisant of the fact that the returns of its main projects i.e. that of the Q3 – Fortress Gardens residential development and the Manoel Island development, are not expected to accrue in the short term. In view of this, the Group continues to adopt a prudent approach in its projected cashflow assessments. Based on these assessments, the Group has sufficient liquidity and financial resources to meet all its obligations and expected outflows after considering arrangements with its bankers in respect of sanctioned bank facilities. Furthermore, on the basis of such assessment, the Board of Directors will be recommending the distribution of a dividend during the forthcoming annual general meeting.
In view of the aforementioned projects, the Company continues to assess its liquidity and capital management programmes by: i) monitoring the feasibility of the respective projects based on net cashflows that take into consideration both income streams and project outflows; ii) reviewing the sustainability of the carrying amount of assets allocated to the respective projects; and iii) assessing the appropriate funding mix to be applied to each project.
1.1.2 Merger of Solutions & Infrastructure Services Limited into the Company
By virtue of a resolution dated 20 April 2023, effective on 4 October 2023, the directors of the Company and Solutions & Infrastructure Services Limited, a former subsidiary, resolved to amalgamate and merge the assets and liabilities of the former subsidiary into the Company. Hence, MIDI p.l.c., being the acquiring company, acquired all the assets, rights, obligations and liabilities of Solutions & Infrastructure Services Limited, the company which was acquired.
The merger meets the definition of a business combination between entities under common control. The Company’s accounting policy is to account for mergers between entities under common control using the predecessor method of accounting. Under the predecessor method of accounting, the assets and liabilities of the merged entity (Solutions & Infrastructure Services Limited), are incorporated at the predecessor carrying values, which are its carrying amounts from the consolidated financial statements of MIDI p.l.c..
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1.Summary of material accounting policies - continued
1.1 Basis of preparation – continued
1.1.2 Merger and acquisition between entities under common control - continued
Solutions & Infrastructure Services Limited’s financial results and financial position have been included with those of the Company as if the post-merger structure was already in place at the commencement of the comparative period (i.e. 1 January 2022). The outcome is that the financial statements of the Company, including the comparative financial information, reflect both entities’ full years’ financial results even though the merger occurred in October 2023. In this regard, the Company’s primary statements and notes supporting these statements have all been restated to reflect such merger, and a statement of financial position as at 1 January 2022 has been presented, in accordance with the requirements of IAS 1 Presentation of Financial Statements.
Information in respect of the financial reporting impacts of the merger is disclosed in Note 37.
1.1.3 Standards, interpretations and amendments to published standards effective in 2023
In 2023, the Group adopted amendments to existing standards that are mandatory for the Group’s accounting period beginning on 1 January 2023. The Group has applied the following amendments for the first time for its annual reporting period commencing on 1 January 2023:
- Definition of Accounting Estimates - amendments to IAS 8
- Deferred Tax relating to Assets and Liabilities arising from a Single Transaction - amendments to
IAS 12
- Disclosure of Accounting Policies - amendments to IAS 1 and IFRS Practice Statement 2.
The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group’s accounting policies impacting the financial performance and position.
1.1.4 Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are mandatory for the Company’s accounting periods beginning after 1 January 2023. The Group has not early adopted these revisions to the requirements of IFRSs as adopted by the EU and the Directors are of the opinion that there are no requirements that will have a possible significant impact on the Company’s financial statements in the period of initial application.
1.2 Consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
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1.Summary of material accounting policies - continued
1.2 Consolidation - continued
Subsidiaries - continued
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Inter-Company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company’s separate Financial Statements, investments in subsidiaries are accounted for by the cost method of accounting. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the subsidiaries are reflected in the Company’s separate Financial Statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
1.3 Business combinations among entities under common control
For business combinations among and mergers between entities under common control, the Company uses the predecessor method of accounting.
Under the predecessor method of accounting, the assets and liabilities of the acquired or merged entity are incorporated into the stand-alone financial statements of the acquiring or surviving company at the predecessor carrying values, which are the carrying amounts of assets and liabilities of the acquired entity from the consolidated financial statements of the highest entity that has common control and for which consolidated financial statements are prepared. The assets and liabilities are taken over, for financial reporting purposes, as at the beginning of the earliest period presented within the financial statements.
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1.Summary of material accounting policies – continued
1.3 Business combinations among entities under common control - continued
No goodwill arises in predecessor accounting and any difference between the consideration given and the aggregate carrying amount of the assets and liabilities attributable to the acquired or merged entity as at the beginning of the earliest financial period presented within the financial statements, is included in retained earnings.
The acquired or merged entity's financial results are incorporated into the stand-alone financial statements of the acquiring or surviving company as if both entities had always been merged, with the result that the financial statements of the acquiring or surviving company reflect both entities' full years’ results for all periods presented within the financial statements even though the merger may have occurred part way through a financial year.
1.4 Functional and presentation currency
Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated Financial Statements are presented in euro, which is the Company’s functional and the Group’s presentation currency.
1.5 Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings, are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders’ equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset’s original cost is transferred from the revaluation reserve to retained earnings.
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1.Summary of material accounting policies – continued
1.5 Property, plant and equipment - continued
Land is depreciated over the remaining term of property interest. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows:
%
Buildings
1
Plant and integral assets:
Electrical and plumbing installations
3 - 8
Machinery and operational equipment
2 - 15
Plant and equipment
5 - 25
Other integral assets
2
Office equipment, furniture, fittings and other assets
10 - 33.33
Motor vehicles
20
Assets in course of construction are not depreciated.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1.7).
Gains and losses on disposals are determined by comparing the proceeds with carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to the assets are transferred to retained earnings.
1.6 Investment property
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group is classified as investment property. Investment property also includes property that is being constructed or developed for future use as investment property, when such identification is made. Investment property principally comprises land and buildings.
Investment property is measured initially at its historical cost, including related transaction costs and borrowing costs. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete and is suspended if the development of the asset is suspended. After initial recognition, investment property is carried at fair value, representing open market value determined annually. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If the information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections.
Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value. Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measurable. The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.
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1.Summary of material accounting policies – continued
1.6 Investment property - continued
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance the property and does not reflect the related future benefits from this future expenditure other than those a rational market participant would take into account when determining the value of the property.
Changes in fair values are recognised in profit or loss. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the Group decides to dispose of an investment property without development, the Group continues to treat the property as an investment property. Similarly, if the Group begins to redevelop an existing investment property for continued future use as investment property, it remains an investment property during the redevelopment.
If an item of property, plant and equipment becomes an investment property because its use has changed, any difference resulting between the carrying amount and the fair value of this item at the date of transfer is treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity. Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive income against any previously recognised revaluation surplus, with any remaining decrease charged to profit or loss. Upon the disposal of such investment property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.
Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property’s deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.
For a transfer from inventories to investment property, arising on changes in intended use as evidenced by commencement of an operating lease arrangement rather than sale, any difference between the fair value at the transfer date and its previous carrying amount within inventories shall be recognised in profit or loss.
1.7 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
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1.Summary of material accounting policies – continued
1.8 Investment in joint venture
The Group’s interest in jointly-controlled entities is accounted for using the equity method and is initially recorded at cost. The Group’s share of the joint venture post-formation profits and losses is recognised in profit or loss and its share of post-formation movements in reserves is recognised in equity. The cumulative movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in the joint venture equals or exceeds its interest in the entity, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
Investments in jointly-controlled entities are accounted for at cost less impairment losses in the Company’s separate Financial Statements. Provisions are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the joint venture are reflected in the Company’s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
1.9 Financial assets
(i)Classification
The group classifies its financial assets in the following measurement categories:
-those to be measured subsequently at fair value (either through OCI or through profit or loss), and
-those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes.
(ii)Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. The Group recognises a financial asset in statement of financial position when it becomes a party to the contractual provisions of the instrument.
(iii)Measurement
At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.
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1.Summary of material accounting policies – continued
1.9 Financial assets - continued
(iii)Measurement - continued
Debt instruments
Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories prescribed by IFRS 9 into which the group can classify its debt instruments:
-Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. The amortised cost is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, and adjusted for any credit loss allowance. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss
-FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
-FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group has classified its debt investments in the FVOCI category.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Accordingly, cash and cash equivalents comprise cash in hand, deposits held at call with banks and term placements with banks having an original term of three months or less.
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1.Summary of material accounting policies – continued
1.9 Financial assets - continued
(iii)Measurement - continued
Equity instruments
The group subsequently measures all equity investments at fair value. The group’s management has elected to present fair value gains and losses on equity investments in OCI and therefore there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
(iv)Impairment
The group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. IFRS 9 requires the measurement of credit loss allowances on financial instruments using the expected credit loss (“ECL”) impairment model utilising a forward-looking approach that emphasises shifts in the credit risk attached to a financial instrument, and consequently the probability of future credit losses, even if no loss events have yet occurred. IFRS 9 outlines a ‘three-stage’ model for impairment based on changes in credit quality since initial recognition. The key driver of the measurement of ECLs therefore relates to the level of credit risk for each exposure and, as a result, an assessment of the change in credit risk over the expected life of an asset is a core element in determining the staging criteria under IFRS 9. The three stages under IFRS 9 are as follows:
Stage 1 - Financial instruments that have not had a significant increase in credit risk (SICR) since initial recognition, or that have “low credit risk” at the reporting date are classified in Stage 1. 12-month ECLs are recorded to measure the expected losses that result from default events that are possible within 12 months after the reporting date;
Stage 2 - Financial instruments that have experienced a SICR since initial recognition are classified in Stage 2. Lifetime ECLs are recorded to measure the expected losses that result from all possible default events over the expected life of the financial instrument; and
Stage 3 – Financial instruments that demonstrate objective evidence of impairment, and which are considered to be in default or credit-impaired, are classified in Stage 3, also requiring the measurement of lifetime ECLs.
The Group has two types of financial assets that are subject to the expected credit loss model:
-debt securities carried at FVOCI; and
-trade and other receivables.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment losses are insignificant.
Debt investments
All of the entity’s debt investments at FVOCI are considered to have low credit risk, and the loss allowance recognised during the period was therefore limited to 12 months expected losses. Management consider ‘low credit risk’ for listed bonds to be an investment grade credit rating with at least one major rating agency.
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1.Summary of material accounting policies – continued
1.9 Financial assets - continued
(iv)Impairment – continued
Trade and other receivables
For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles and historical credit losses of the Group. The historical loss rates are adjusted to reflect current and forward looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
1.10 Inventories - Development project
The main object of the Group is the development of a large area of land acquired; this development is intended principally for resale purposes and is accordingly classified in the Financial Statements as inventories. Any elements of the project which are identified for business operation within the Group’s activities or long-term investment purposes are transferred at their carrying amount to property, plant and equipment or investment property when such identification is made, and the cost thereof can be reliably segregated.
The development is carried at the lower of cost and net realisable value. Cost comprises the purchase cost of acquiring the land together with other costs incurred during its subsequent development, including:
(i)The costs incurred on development works, including demolition, site clearance, excavation, construction and other activities, together with the costs of ancillary activities such as site security.
(ii)The cost of various design and other studies conducted in connection with the project, together with all other expenses incurred in connection therewith.
(iii)Any borrowing costs, including imputed interest, attributable to the development phases of the project.
The purchase cost of acquiring the land represents the cash equivalent value of the contracted price. This was determined at date of purchase by discounting to present value the future cash outflows comprising the purchase consideration.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
1.11 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. When shares are issued at a premium, the difference between the proceeds and the par value of the shares is recognised in the share premium account.
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1.Summary of material accounting policies – continued
1.12 Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities are classified as financial liabilities measured at amortised cost which are not at fair value through profit or loss. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.12.1 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
1.12.2 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as part of borrowing costs over the period of the borrowings and borrowing costs accounted for as follows:
(i)Borrowing costs that are directly attributable to the development project are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use are completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway and capitalisation ceases once the asset is substantially complete or suspended if the development of the asset is suspended.
(ii)All other borrowing costs are recognised in profit or loss as incurred.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
1.13 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
1.14 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
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1.Summary of material accounting policies – continued
1.14 Current and deferred tax - continued
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.15 Revenue recognition
Revenue includes rental income, service charges and property management charges, and sale of developed residential units.
Revenue on sale of developed residential units is recognised when control over the unit has been transferred to the customer, which is considered to be at a point in time, when the customer has taken possession of the unit.
Rental income from operating leases is recognised on a straight-line basis over the lease term. When the Group provides incentives to its tenants, the cost of the incentives is recognised over the lease term, on a straight-line basis, as a reduction of rental income.
Revenue from service and property management charges is recognised in the accounting period in which control of the services are passed to the customer, which is when the service is rendered. For certain service contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Revenue is measured at the transaction price agreed under the contract.
A receivable is recognised when services are provided as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
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1.Summary of material accounting policies – continued
1.16 Leases
1.16.1 Group is the lessee
IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for a consideration. Leases are recognised as a right-of-use asset and a corresponding liability at the commencement date, being the date at which the leased asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
•fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
•amounts expected to be payable by the Group using residual value guarantees;
•the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
•payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for lessees, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
•where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and
•makes adjustments specific to the lease, term and security.
Lease payments are allocated between principal and finance cost. The finance cost is computed so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Finance costs are recognised in profit or loss over the lease period, unless they are capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories.
Right-of-use assets are initially measured at ‘cost’ which, where applicable, comprises the following:
•the amount of the initial measurement of lease liability;
•any lease payments made at or before the commencement date less any lease incentives received;
•any initial direct costs; and
•restoration costs.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
60
1.Summary of material accounting policies - continued
1.16 Leases - continued
1.16.1 Group is the lessee - continued
Right-of-use assets are subsequently measured at cost, less accumulated depreciation and any accumulated impairment losses, except as highlighted below. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Depreciation is recognised in profit or loss unless it is capitalised as part of the carrying amount of inventories if the right-of-use assets are attributable to inventories. Since the Group applies the fair value model to its investment property, it also applies that fair value model to right-of-use assets that meet the definition of investment property.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
1.16.2 Group is the lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as an expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature.
1.17 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
61
2.Financial risk management
2.1 Financial risk factors
The activities of the Group, of which the Company forms part, potentially expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management, covering risk exposures for all group undertakings, focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the respective company’s financial performance. The parent Company’s Board of Directors provides principles for overall group risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group did not make use of derivative financial instruments during the year.
(a)Market risk
(i)Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity’s functional currency. The Group’s revenues, operating and development expenditure and financial assets and liabilities, including financing, are denominated in euro. Accordingly, the Group is not significantly exposed to foreign exchange risk and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(ii)Cash flow and fair value interest rate risk
The Group’s significant instruments which are subject to fixed interest rates comprise bonds issued to the general public (Note 19). In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost. The Group’s interest rate risk principally arises from bank borrowings issued at variable rates (Note 19) which expose the Group to cash flow interest rate risk. Management monitors the impact of changes in market interest rates on borrowing costs in respect of these liabilities. Based on this analysis, management considers the potential impact of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. The Group’s operating cash flows are substantially independent of changes in market interest rates.
(b)Credit risk
The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to sale of residential units in view of the manner in which promise of sale agreements are handled through receipt of payments on account at established milestones up to delivery (see Note 18). The Group monitors the performance of the purchasers throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery.
Credit risk arises from cash and cash equivalents, other deposits with banks, investment in debt securities and receivables, which constitute the Group’s major financial assets, and which are subject to the IFRS 9 expected credit loss model. The Group’s significant exposures to credit risk as at the end of the reporting periods are analysed as follows:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Financial assets measured at amortised cost:
Trade and other receivables (Note 12)
3,065,619
3,065,611
988,674
950,566
Cash and cash equivalents (Note 13)
21,600,889
5,002,359
21,540,875
4,882,019
24,666,508
8,067,970
22,529,549
5,832,585
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
62
2.Financial risk management – continued
2.1 Financial risk factors – continued
(b)Credit risk – continued
The Group is not exposed to significant credit risk in respect of debt securities which comprise Malta Government Securities listed on the Malta Stock Exchange (Note 10) taking into account the level of such investments. Accordingly the expected credit loss is deemed to be insignificant.
The Group’s exposures to credit risk are analysed in the statement of financial position and in the respective notes to the Financial Statements. The maximum exposure to credit risk at the end of the reporting period in respect of these financial assets is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect except as outlined below.
The Group holds security deposits (Note 18) effected under operating lease arrangements by a number of tenants, which contain the potential expected credit losses on billing in advance.
The Group’s receivables mainly comprise receivables in respect of rental operations and the provision of HVAC related services. With respect to rental operations, the Group invoices its customers quarterly in advance and assesses the credit quality of its customers taking into account financial position, past experience and other factors. With respect to HVAC related services, customers are invoiced on a bi-monthly basis. The Group has policies in place to ensure that sales of services are effected to customers with an appropriate credit history. The Group monitors the performance of these financial assets on a regular basis. These receivables are principally in respect of transactions with entities for which there is no recent history of default. Management does not expect any material losses from non-performance by these debtors.
The expected loss rates are based on the payment profiles of sales over the historical period available to the Group. Management considers also any adjustment to the historical loss rates to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The closing credit loss allowances for trade and other receivables as at 31 December 2023 were €94,000 (2022: €72,000).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss was also insignificant.
The Company’s receivables include amounts due from subsidiaries arising from transactions with these entities. The Company monitors intra-group credit exposures at individual entity level and ensures timely performance in the context of overall group liquidity management.
As at the end of the financial reporting period, the Group had no significant past due or credit impaired financial assets.
(c)Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally trade and other payables, borrowings and lease liabilities (refer to Notes 18, 19 and 20). One of the Group’s principal liabilities consists of the liability towards the Government in respect of the temporary emphyteusis, which comprises cash payments and obligations through the performance of restoration and infrastructural works at Manoel Island and Tigné Point.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
63
2.Financial risk management – continued
2.1 Financial risk factors – continued
(c)Liquidity risk – continued
Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group’s obligations. The Group’s liquidity risk is managed actively by management. Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash flows from development and operation of the different phases of the project at Tigné Point and Manoel Island. This includes reviewing the matching or otherwise of expected cash inflows and outflows arising from expected maturities of financial instruments, including specific funding in relation to the distinct project phases.
The Group reviews on a periodic basis its financing arrangements to ensure that it is in a position to meet its operational and cash flow commitments, also taking cognisance of the prevailing circumstances. Liquidity risk is not deemed significant in the opinion of the Directors, taking into account the short-term funding arrangements together with the Group’s long-term liquidity management programme. More details are disclosed in Note 1.1.1 in this respect.
Following the signing of a non-binding memorandum of understanding with AC Enterprises Limited (C49755) in December 2021 the Company has continued with intensive negotiations and discussions with the party in question with a view to explore the possibility of establishing a joint venture with regards to the Manoel Island development. The Group is confident that if an agreement is reached, this will secure the required funding for the realisation of the project which in turn will unlock the underlying value of the project resulting ultimately in a positive material effect on the Group’s cash flows.
The Group’s trade and other payables (Note 18), other than the liability towards the Government, payments received on account and certain other payables related to deposits under lease arrangements, are principally repayable within one year from the end of the reporting period. Payments received on account under promise of sale agreements do not give rise to cash outflows but would be utilised upon delivery of the related apartments in the expected time periods after more than twelve months after the end of the current reporting period.
The table below analyses the Group’s principal financial liabilities giving arise to cash outflows into relevant maturity groupings based on the remaining period at year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. In relation to the amounts payable to Government, amounts which will be satisfied through the performance of restoration works on major historical sites and the construction of public infrastructure works have been included in the table below since cash outflows would occur in the performance of these obligations. These cash flows have been reflected in the bands below on the basis of the original contractual terms of the arrangements and accordingly included in the “less than one year” band (refer to Note 18). However, whilst the entire amount due to Government is contractually deemed as current on the basis of the original arrangement, the accurate amount of outflows expected during the financial year ending 31 December 2024 has not yet been determined, though it is highly likely that a minor portion of the amount would trigger outflows over the forthcoming financial year.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
64
2.Financial risk management – continued
2.1 Financial risk factors – continued
(c)Liquidity risk – continued
Less than
Between 1
Between 2
Over
one year
and 2 years
and 5 years
5 years
Total
Group and Company
€
€
€
€
€
At 31 December 2023
Bank borrowings
349,774
8,122,538
-
-
8,472,312
4% secured euro bonds
2026
2,000,000
2,000,000
52,000,000
-
56,000,000
Due to Government in
relation to purchase of land
40,253,690
-
-
-
40,253,690
Lease liabilities
654,496
654,496
3,313,384
89,624,988
94,247,364
Other non-current liabilities
54,974
15,327
27,018
65,591
162,910
At 31 December 2022
Bank borrowings
584,859
584,859
14,751,443
-
15,921,161
4% secured euro bonds
2026
2,000,000
2,000,000
54,000,000
-
58,000,000
Due to Government in
relation to purchase of land
40,511,821
-
-
-
40,511,821
Lease liabilities
1,308,992
654,496
2,822,512
90,770,356
95,556,356
Other non-current liabilities
33,461
24,076
24,524
67,418
149,479
2.2 Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (as shown in the statement of financial position) less cash and cash equivalents, other term placements with banks and debt investments. Total capital is calculated as equity, as shown in the sta tement of financial position, plus net debt.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
65
2.Financial risk management – continued
2.2 Capital risk management - continued
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Total borrowings (Note 19)
57,535,261
62,667,387
57,535,261
62,667,387
Less:
- cash and cash equivalents (Note 13)
(21,600,889)
(5,002,359)
(21,540,875)
(4,882,019)
- financial investments (Note 10)
(253,132)
(247,182)
(253,132)
(247,182)
Net debt
35,681,240
57,417,846
35,741,254
57,538,186
Total equity
99,319,802
101,274,758
74,744,353
72,807,311
Total capital
135,001,042
158,692,604
110,485,607
130,345,497
Gearing ratio
26.4%
36.2%
32.3%
44.1%
The Group manages the relationship between equity injections from shareholders and borrowings, being the constituent elements of capital, as reflected above with a view to managing the cost of capital. The Group maintains its level of capital by reference to its financial obligations and commitments arising from operational requirements in relation to the different phases of the development project.
The Group’s projected equity levels are being assessed in the context of the future project phases, focusing on the relationship between the amount of borrowings and shareholders’ equity. As outlined previously within Note 1.1.1, MIDI p.l.c. reviews its funding strategy in the context of the timing of the remaining phase of Tigné Point and the overall Manoel Island project to sustain its long-term prospects. In view of the Group’s activities comprised within its liquidity and capital management programmes, the development stage of the distinct phases and the extent of projected borrowings or financing, the capital level as at the end of the financial reporting period is currently deemed adequate by the Directors.
2.3 Fair values of financial instruments not measured at fair value
At 31 December 2023 and 2022 the carrying amounts of financial instruments, comprising cash at bank, receivables, payables, accrued expenses and short-term borrowings approximated their fair values in view of the nature of the instruments or their short-term maturity.
The fair value of non-current financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The fair value of the Group’s bank borrowings (Note 19) as at the end of the reporting period is not materially different from the carrying amounts. The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments’ contractual interest rates, are deemed observable and accordingly these fair value estimates have been categorised as Level 2 within the fair value measurement hierarchy required by IFRS 7, ‘Financial Instruments: Disclosures’.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
66
2.Financial risk management – continued
2.3 Fair values of financial instruments not measured at fair value – continued
The Directors have assessed the fair value of the amount due to Government in relation to purchase of land (see Note 18) by reference to the original discount rate applied upon completion of the deed (see Note 11) adjusted by changes recorded since then at end of the reporting period in the yields to maturity of long term Malta Government securities with tenor similar to the repayment terms of the liability towards the Government. On this basis, the fair value at 31 December 2023 of the amount due to Government with respect to the purchase of land amounted to €40.3 million (2023: €38.6 million). The current market interest rates utilised for fair value estimation are considered observable and accordingly these fair value estimates have been categorised as Level 2.
Information on the fair value of the bonds issued to the public is disclosed in Note 19 to the Financial Statements. The fair value estimate in this respect is deemed Level 1 as it constitutes a quoted price in an active market.
3.Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the Directors the accounting estimates and judgements made in the course of preparing these Financial Statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.
As referred to in Note 7 to the financial statements, the Group’s and Company’s land and buildings component of its investment property is fair valued on the basis of valuation techniques. The Group’s inventories – development project (Note 11) are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
4.Activities of the Group – segment information
Operating segments are reported in a manner consistent with the Group’s own internal reporting. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial information is available. An operating segment’s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the chief operating decision-maker.
The MIDI Consortium was granted a letter of intent by the Government of Malta in December 1992 for the development of the Manoel Island and Tigné Point project. After project negotiations were concluded, a 99-year emphyteutical grant was entered into with Government on 15 June 2000. Works at Tigné Point commenced in 2000. As explained in Note 1.1.1, the Group is in the process of completing the final phase of development on the Tigné Point.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
67
4.Activities of the Group – segment information – continued
The Group has two operating segments:
•development and sale of property, which comprises primarily the construction and sale of residential units within Tigné Point and Manoel Island Project; and
•property rental and management, which involves the leasing and management of retail space at Pjazza Tigné and the catering units situated at the Foreshore as well as car park operations, services pertaining to HVAC and building technology services.
The Board of Directors assesses the performance of the segments on the basis of segment operating results, before financing costs and tax impact. The financial information for the reportable segments in relation to the years ended 31 December 2023 and 2022, is as follows:
Development and sale of property
Property rental and management
Group
2023
2022
2023
2022
2023
2022
€
€
€
€
€
€
Segment revenue
888,000
229,000
3,182,889
3,185,773
4,070,889
3,414,773
Segment results -
operating (loss)/profit
(1,671,373)
(1,129,987)
544,281
(276,963)
(1,127,092)
(1,406,950)
Segment total assets
162,159,846
152,654,044
41,738,158
41,817,609
203,898,004
194,471,653
Segment total liabilities
127,461,364
103,130,170
27,961,236
27,445,377
155,422,600
130,575,547
A reconciliation of segment total assets and liabilities, to the amounts presented in the consolidated financial statements, is as follows:
Group
2023
2022
€
€
Total assets
Total assets for reportable segments
203,898,004
194,471,653
Unallocated items
50,844,398
37,378,652
Consolidated total assets
254,742,402
231,850,305
Total liabilities
Total liabilities for reportable segments
155,422,600
130,575,547
Consolidated total liabilities
155,422,600
130,575,547
The Group’s revenues are derived from operations carried out principally in Malta. Considering the nature of the Group’s activities, its non-current assets are predominantly located in Malta.
In 2023, the Group generated revenue amounting to €750,000 from one customer representing 18% of the Group’s revenue which is attributable to the development and sale of property segment. Moreover, the Group also generated revenue amounting to €487,838 and €487,719 from two customers representing 12% of the Group’s revenue each which are attributable to the property rental and management segment. In 2022, the Group generated revenue amounting to €649,736 and €546,403 from two customers representing 19% and 16% of the Group’s revenue respectively, which revenues were attributable to the property rental and management segment.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
68
4.Activities of the Group – segment information – continued
Other disclosures in terms of the requirement of IFRS 8, ‘Operating Segments’ were not deemed necessary in the context of the amounts disclosed in the table above and the nature of such measures, taking into account the business of the respective segment.
5.Property, plant and equipment
Land and
buildings
Plant and
integral
assets
Office
equipment,
furniture and
fittings
Total
€
€
€
€
Group
At 1 January 2022
Cost
1,376,582
7,941,621
2,086,302
11,404,505
Accumulated depreciation and
impairment losses
(634,143)
(6,541,693)
(2,013,438)
(9,189,274)
Net book amount
742,439
1,399,928
72,864
2,215,231
Year ended 31 December 2022
Opening net book amount
742,439
1,399,928
72,864
2,215,231
Additions
-
16,975
28,792
45,767
Depreciation charge
(8,879)
(197,153)
(29,367)
(235,399)
Closing net book amount
733,560
1,219,750
72,289
2,025,599
At 31 December 2022
Cost
1,376,582
7,958,596
2,115,094
11,450,272
Accumulated depreciation and
impairment losses
(643,022)
(6,738,846)
(2,042,805)
(9,424,673)
Net book amount
733,560
1,219,750
72,289
2,025,599
Year ended 31 December 2023
Opening net book amount
733,560
1,219,750
72,289
2,025,599
Additions
-
12,940
135,370
148,310
Depreciation charge
(8,878)
(193,418)
(55,011)
(257,307)
Closing net book amount
724,682
1,039,272
152,648
1,916,602
At 31 December 2023
Cost
1,376,582
7,971,536
2,250,464
11,598,582
Accumulated depreciation and
impairment losses
(651,900)
(6,932,264)
(2,097,816)
(9,681,980)
Net book amount
724,682
1,039,272
152,648
1,916,602
Plant and integral assets represent the investment in an HVAC plant. As at 31 December 2023, the value in use is estimated on the basis of average annual net operating cash inflows of €286,000 and a discount rate of 8%.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
69
5.Property, plant and equipment – continued
The Directors have assessed the fair values of land and buildings at 31 December 2023 and 2022, which fair values were deemed to fairly approximate the carrying amounts. No adjustments to carrying amounts have been recognised in respect of the property since initial recognition, taking cognisance of the nature and existing use of the property.
Hence the Group’s land and buildings are stated at amounts which are equivalent to those presented on the historical cost basis, as follows:
2023
2022
€
€
Cost
1,376,582
1,376,582
Accumulated depreciation
(651,900)
(643,022)
Net book amount
724,682
733,560
Group borrowings are secured on the Group’s property, plant and equipment (Note 19).
Office
Plant and
equipment,
Land and
integral
furniture and
buildings
assets
fittings
Total
Company
€
€
€
€
At 1 January 2022 (restated)
Cost
1,376,582
7,941,621
1,051,907
10,370,110
Accumulated depreciation and
impairment losses
(634,143)
(6,541,693)
(1,019,647)
(8,195,483)
Net book amount
742,439
1,399,928
32,260
2,174,627
Year ended 31 December 2022 (restated)
Opening net book amount
742,439
1,399,928
32,260
2,174,627
Additions
-
16,975
1,864
18,839
Depreciation charge
(8,879)
(197,153)
(7,923)
(213,955)
Closing net book amount
733,560
1,219,750
26,201
1,979,511
At 31 December 2022 (restated)
Cost
1,376,582
7,958,596
1,053,771
10,388,949
Accumulated depreciation and
impairment losses
(643,022)
(6,738,846)
(1,027,570)
(8,409,438)
Net book amount
733,560
1,219,750
26,201
1,979,511
Year ended 31 December 2023
Opening net book amount
733,560
1,219,750
26,201
1,979,511
Additions
-
12,940
1,690
14,630
Depreciation charge
(8,878)
(193,418)
(10,340)
(212,636)
Closing net book amount
724,682
1,039,272
17,551
1,781,505
At 31 December 2023
Cost
1,376,582
7,971,536
1,055,461
10,403,579
Accumulated depreciation and
impairment losses
(651,900)
(6,932,264)
(1,037,910)
(8,622,074)
Net book amount
724,682
1,039,272
17,551
1,781,505
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
70
6.Right-of-use assets
The Group recognised lease liabilities and right-of-use assets in relation to future ground rent payable to the Government of Malta under the terms of the emphyteutical deed attributable to land at Manoel Island and Tigné Point, acquired from the Government for the purposes of the development project by virtue of a 99-year emphyteutical grant entered into on 15 June 2000 (Note 11), which ground rent is deemed to be within scope of IFRS 16. These liabilities were measured at the present value of the remaining lease payments, discounted using the interest rate implicit in the lease arrangement. The discount rate applied to the lease liabilities was 7.75%, which is the rate emanating from the deed for the acquisition of the land on title of temporary emphyteusis, entered into with the Government.
Ground rent payable by the Group in respect of which right-of-use assets and lease liabilities have been recognised, covers land and property which is classified as Investment Property or Inventories – Development project.
Ground rent payable in respect of portions of property which are classified as investment property gives rise to right-of-use assets attributable to investment property, which meet the definition of investment property. Ground rent payable in respect of portions of property which are categorised as inventories gives rise to right-of-use assets attributable to inventories.
Investment property
Inventories – Development Project
Total
€
€
€
Group and Company
At 1 January 2022
Cost
1,245,056
11,823,289
13,068,345
Accumulated depreciation
-
(440,045)
(440,045)
Carrying amount
1,245,056
11,383,244
12,628,300
Year ended 31 December 2022
Opening carrying amount
1,245,056
11,383,244
12,628,300
Depreciation charge
-
(143,598)
(143,598)
Closing carrying amount
1,245,056
11,239,646
12,484,702
At 31 December 2022
Cost
1,245,056
11,823,289
13,068,345
Accumulated depreciation
-
(583,643)
(583,643)
Carrying amount
1,245,056
11,239,646
12,484,702
Year ended 31 December 2023
Opening carrying amount
1,245,056
11,239,646
12,484,702
Derecognition upon sale
-
(29,970)
(29,970)
Depreciation charge
-
(140,304)
(140,304)
Closing carrying amount
1,245,056
11,069,372
12,314,428
At 31 December 2023
Cost
1,245,056
11,793,319
13,038,375
Accumulated depreciation
-
(723,947)
(723,947)
Carrying amount
1,245,056
11,069,372
12,314,428
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
71
6.Right-of-use assets – continued
The Group reflects the depreciation charge on the right-of-use assets arising on property elements categorised as inventories and the finance costs on the related lease liabilities within the carrying amount of inventories through capitalisation of such amounts. As disclosed within Note 11, the depreciation charge on the right-of-use assets attributable to inventories, amounted to €140,304 for the year ended 31 December 2023 (2022: €143,598) and the interest expense on the related lease liabilities, amounted to €1,013,701 (2022: €983,403).
The fair value of the right-of-use assets attributable to investment property as at 31 December 2023 is fairly close to the carrying amount of the assets.
There were no additions to the right-of-use assets during the financial year ended 31 December 2023.
Upon the sale of property elements within Inventories to third parties, in line with the respective deed of sale, the ground rent attributable to the respective portion of the sold property becomes the burden of the new owner. Consequently, this gives rise to the derecognition of the related portion of the right-of-use asset recognised by the Company in respect of Inventories – Development Project.
7.Investment property
Group and Company
2023
2022
€
€
At 1 January
Cost
32,430,558
32,430,558
Fair value gains
3,801,139
4,851,139
Carrying amount
36,231,697
37,281,697
Year ended 31 December
Opening carrying amount
36,231,697
37,281,697
Changes in fair value (see note below)
-
(1,050,000)
Closing carrying amount
36,231,697
36,231,697
At 31 December
Cost
32,430,558
32,430,558
Fair value gains
3,801,139
3,801,139
Carrying amount
36,231,697
36,231,697
Rental income from investment property is disclosed in Note 4, presented as segment revenue attributable to the property rental and management segment.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
72
7.Investment property – continued
Fair valuation of property
The Group’s investment properties are held for long-term rental yields or for capital appreciation purposes. The Group utilises comparable sales values and discounted cash flow projections as valuation methods to determine the fair value of investment property at 31 December.
The Company is required to analyse non-financial assets carried at fair value by level of the fair value hierarchy within which the recurring fair value measurements are categorised in their entirety (Level 1, 2 or 3). The different levels of the fair value hierarchy have been defined as fair value measurements using:
•Quoted prices (unadjusted) in active markets for identical assets (Level 1);
•Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);
•Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level 3).
All the recurring property fair value measurements at 31 December 2023 use significant unobservable inputs and are accordingly categorised within Level 3 of the fair valuation hierarchy.
The Company’s policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning of the reporting period. There were no transfers between different levels of the fair value hierarchy during the year ended 31 December 2023.
A reconciliation from the opening balance to the closing balance of property for recurring fair value measurements categorised within Level 3 of the value hierarchy, is reflected in the table above.
Valuation processes
The Company’s property is valued by the Directors, generally taking cognisance of professional advice from independent professionally qualified valuers who hold a recognised relevant professional qualification and have the necessary experience in the location and segments of the property being valued. When external valuations are carried out in accordance with this process, the valuer reports directly to the Board of Directors and discussions on the valuation technique, the model utilised and its results, including an evaluation of the inputs to the valuation model, are held at Board level. A new valuation is typically commissioned to an external valuer, whenever, in the opinion of the Board of Directors, new circumstances arise which may suggest that a material change in value in the underlying property has occurred.
At the end of every reporting period, when an external valuation is not carried out, the Directors assess whether any significant changes in actual circumstances and developments have been experienced since the last external valuation. On an annual basis, management updates internally developed valuation models which are based on the discounted cash flow and comparable sales value approaches, for the purpose of ascertaining whether the carrying amount of the key components within the Group’s property portfolio are significantly different from estimated fair values. An adjustment to the carrying amount of the property is only reflected if it has been determined that there has been significant change.
Valuation techniques
In view of a limited number of similar sales and other property transactions, including rentals in the local market, the valuations have been performed using unobservable inputs.
The valuation of the public car parking is performed using the sales comparison approach. The significant input to this approach is a sales price per car space related to transactions in comparable properties located in proximity to the Company’s property.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
73
7.Investment property – continued
Valuation techniques – continued
The valuation of the property elements rented out for retail and other commercial business purposes, is based on the utilisation of a discounted cash flow approach focusing on contracted rental income streams and projected rentals covering the period subsequent to contract terms.
The fair value of the other investment properties is determined on the basis of a sales price per square metre, by reference to the sales value of comparable properties within close proximity. This value is adjusted taking into consideration the permits, ancillary facilities in the close proximity of the property and existing commitments.
The Company’s internally developed valuation models, updated annually by management, reflect the valuation techniques referred to above. The internal models at 31 December 2023 take cognisance of the developments in respect of the different investment property elements that occurred during the current year. In this respect, t he Board of Directors has assessed the carrying value of the Group’s investment property portfolio taking cognisance of the current market conditions and maturity of plans in connection to specific property components. No adjustment to the overall carrying amount of the investment property portfolio was deemed necessary at the end of the reporting period, whereas fair value losses of €1.05 million were deemed necessary at 31 December 2022.
The information on the significant unobservable inputs (Level 3) utilised within the Company’s internal valuation models as at 31 December 2023 is included below.
Description by class of
Fair value as at 31
Valuation technique
Significant unobservable input
property
December 2023
€
Public car park spaces
18,204,518
sales comparison approach
sales price per car space of €30,000
Property used for retail and
other commercial business
16,046,256
discounted cash flows
aggregate average rental income of circa €838,000, growth rate of circa 3% and a discount rate which has been assumed to be in the region of 7.75%
Other property
1,980,923
sales comparison approach
average sales price per square metre of €1,960
The higher the sales price per car space/sales price per square metre, the higher the resultant fair valuation. The higher the projected rental income streams and the growth rate, the higher the valuation. The inverse applies for changes in the discount rate.
Group borrowings are secured on the Group’s investment property (Note 19).
The highest and best use of the investment properties referred to above is equivalent to their current use.
8.Investments in subsidiaries
Company
2023
2022
€
€
Cost and carrying amount
At beginning and end of year
11,709,316
11,709,316
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
74
8.Investments in subsidiaries – continued
The subsidiaries at 31 December, whose results and financial position affected the figures of the Group, are shown below:
Percentage
of shares (and
Registered
Class of
voting rights)
Group undertaking
office
shares held
held
2023
2022
Tigné Contracting Limited
North Shore
Ordinary shares
99.9%
99.9%
Manoel Island,
Gzira, Malta
T14 Investments Limited
North Shore
Ordinary shares
99.9%
99.9%
Manoel Island
Gzira, Malta
All shareholdings are held directly by MIDI p.l.c., to execute its group business as outlined in Note 4 also through these entities.
By virtue of a resolution dated 20 April 2023, effective on 4 October 2023, the Directors of the Company and of Solutions & Infrastructure Services Limited, a former subsidiary which was virtually wholly owned by MIDI p.l.c., resolved to amalgamate and merge the assets and liabilities of the former subsidiary, which was registered with the Malta Business Register under file C38866 and had its registered office address at North Shore, Manoel Island, Gżira, Malta, into the Company. Following the merger, Solutions & Infrastructure Services Limited ceased to exist without being wound up in terms of the respective provisions of the Maltese Companies Act (Cap. 386). The impacts of this merger on the stand-alone accounts of MIDI p.l.c. are disclosed in Note 37 in the financial statements.
9.Investments in joint venture
Group
2023
2022
€
€
Year ended 31 December
Opening carrying amount
31,929,111
30,325,824
Share of profit for the year
1,558,896
1,983,510
Share of other comprehensive income
(442,548)
1,228,277
Dividends receivable
(4,950,000)
(1,608,500)
Closing carrying amount
28,095,459
31,929,111
At 31 December
Cost
2,000,000
2,000,000
Share of profits and reserves
26,095,459
29,929,111
Carrying amount
28,095,459
31,929,111
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
75
9.Investments in joint venture – continued
The Group’s shares in the joint venture represent:
Percentage
of shares (and
voting rights)
Jointly-controlled entity
Registered office
Class of shares held
held
2023
2022
Mid Knight Holdings Limited
North Shore
Ordinary Shares
50%
50%
Manoel Island
Gzira, Malta
The Group entered into a joint venture through T14 Investments Limited (a fully-owned subsidiary of MIDI p.l.c.) in Mid Knight Holdings Limited (the joint venture), which it jointly controls with Benny Holdings Limited. The principal business objective of Mid Knight Holdings Limited, which is not listed, was the development, management and administration of a business centre on the T14 site located at Tigné Point in Sliema, ‘The Centre’.
The board of Mid Knight Holdings Limited commissioned an independent architect and civil engineer, Mark Montebello, to prepare an open market valuation of its main asset, ‘The Centre’ as at 31 December 2021. The fair value of the property has been established by using a comparative approach, focusing on current selling prices and rental values of similar commercial properties in similar localities. In addition to the comparative approach, the fair value of the property is also assessed by reference to a Discounted Cash Flow approach, by considering the projected annual rental revenues and operating costs, applying a long term growth rate and a discount rate to compute net present value. The jointly-controlled entity’s management updates these discounted cash flow assessments on a yearly basis. The estimated fair value of the Temporary Utile Dominium of this property emanating from this assessment did not give rise to adjustments to the carrying amount of the property of Mid Knight Holdings Limited as at 31 December 2023.
The share of results accounted for in the Company’s consolidated financial statements on the basis of the equity method of accounting, represents the share of profit of Mid Knight Holdings Limited principally arising from its rental operations and related property activities, and the share of other comprehensive income recognised by the jointly-controlled entity in respect of fair value changes of a derivative contract designated as a hedging instrument in a cash flow hedge.
The dividends declared by Mid Knight Holdings Limited are payable to T14 Investments Limited, a fully owned subsidiary of the Company. During 2023, the directors of T14 Investments Limited declared a final dividend of €4,950,000 (2022: €6,839,335) to the Company. Further details are included in Note 29.
As at 31 December 2023, the Directors reviewed the estimated recoverable amount of the investment and no impairment indicators were identified.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
76
9.Investments in joint venture – continued
Summarised financial information in respect of Mid Knight Holdings Limited is set out below:
Summarised balance sheet
2023
2022
€
€
Current assets
Cash and cash equivalents
1,011,938
2,223,115
Other current assets
4,514,412
2,803,750
Total current assets
5,526,350
5,026,865
Non-current assets
88,253,141
103,039,567
Current liabilities
Financial liabilities (excluding trade payables)
1,340,046
1,718,748
Other current liabilities
6,556,089
8,861,935
Total current liabilities
7,896,135
10,580,683
Non-current liabilities
Financial liabilities (excluding trade payables)
23,069,545
26,024,644
Other non-current liabilities
6,622,892
7,602,883
Total non-current liabilities
29,692,437
33,627,527
Net assets
56,190,919
63,858,222
Reconciliation to carrying amounts
2023
2022
€
€
Opening net assets
63,858,222
60,651,647
Profit for the year
3,117,791
3,967,020
Other comprehensive income
(885,094)
2,456,555
Dividends paid
(9,900,000)
(3,217,000)
Closing net assets
56,190,919
63,858,222
Group’s share in %
50%
50%
Group’s share in €
28,095,459
31,929,111
Carrying amount
28,095,459
31,929,111
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
77
9. Investments in joint venture – continued
Summarised statement of comprehensive income
2023
2022
€
€
Revenue
18,543,747
6,037,453
Cost of sales
13,389,987
93,029
Depreciation and amortisation
27,185
26,974
Interest expense
923,384
823,288
Tax expense
816,696
926,334
Profit for the year
3,117,791
3,967,020
Cash flow hedges:
(Losses)/gains from changes in fair value
of derivative instrument
(412,903)
2,477,364
Gains reclassified to profit or loss
as reclassification adjustments
(472,191)
(20,809)
Other comprehensive income
(885,094)
2,456,555
Total comprehensive income
2,232,697
6,423,575
10.Financial investments
Group and Company
2023
2022
€
€
Year ended 31 December
Opening carrying amount
447,182
512,284
Gains/(losses) from changes in fair value
5,950
(65,102)
Closing carrying amount
453,132
447,182
At 31 December
Cost
432,040
432,040
Fair value gains (Note 16)
21,092
15,142
Carrying amount
453,132
447,182
The Group’s financial investments which are measured at fair value through other comprehensive income, consist of equity investments and debt securities.
a)Equity investments amounting to €200,000 (2022: €200,000) represent an interest in an unlisted local private company, Manoel Island Yacht Yard Limited. This equity investment is not held for trading and the Group has irrevocably elected at initial recognition to recognise such investment in the category of financial assets measured at fair value through other comprehensive income.
At the end of the reporting period, the cost of these investments approximates fair value and no movements have been reflected directly in equity in other comprehensive income.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
78
10.Financial investments – continued
b)Debt securities with a cost amounting to €232,040 (2022: €232,040), comprise Malta Government securities listed on the Malta Stock Exchange which are subject to fixed rates of interest ranging from 4.5% to 5.20% and have maturity dates between 2028 and 2031. These investments have been classified at fair value through other comprehensive income, in view of the fact that the assets are held to collect contractual cash flows and to sell such assets. The fair value of the debt securities at the end of the reporting period, amounting to €253,132 (2022: €247,182), is based on the market value of the instruments as quoted on the Malta Stock Exchange. Accordingly the fair value of these financial assets, based on quoted prices in an active market, is categorised as Level 1 within the fair value measurement hierarchy required by IFRS 7.
Considering the nature and amount of such investments, the Directors’ view is that no further information on fair values is required under IFRS, apart from that provided in this note.
The expected credit loss on the debt securities is considered to be insignificant.
11.Inventories – Development project
The main object of the Group is the development of a large area of land at Manoel Island and Tigné Point, acquired from the Government of Malta for this purpose by virtue of a 99-year emphyteutical grant entered into on 15 June 2000. This development is intended in the main for resale purposes.
During the year ended 31 December 2023 no residential units were transferred to purchasers since there was no inventory of apartments to sell. This is part of the cyclical nature of the Company’s property development business. The Company is currently developing its latest residential offering at Tigné Point known as Q3 – Fortress Gardens which is comprised of 63 apartments and underground parking as well as the landscaping, paving and embellishment of the Garden Battery and adjoining areas. Development works during the year ended 31 December 2023, reflected within the table below, were mainly focused on this final residential development.
In respect of the Manoel Island project, the Company continues to be in ongoing separate discussions with i) Government with regards to the specific remedies available in the Deed of Emphyteusis which will help to mitigate in part the impact of the reduction of development volumes resulting from the discovery of archaeological finds on the Manoel Island site and ii) AC Enterprises Limited with whom the Company has entered into a Memorandum of Understanding to explore the possibility of establishing a joint venture with regards to the Manoel Island development.
Further information is disclosed in Note 1.1.1 to the financial statements.
The carrying amount of works on the project are also presented as inventories at Company level, notwithstanding the fact that certain expenditure was carried out by another group undertaking, to reflect the substance of the arrangement in place between MIDI p.l.c. and this other group undertaking.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
79
11.Inventories – Development project - continued
The Group has carried out its annual review of the carrying amounts of its inventory portfolio. Having taken into consideration current economic circumstances and other developments that have taken place over the past twelve months, the Board of Directors has concluded that it would be prudent to write down the carrying amount of inventory by an amount of €1.1 million. In this manner, the Board of Directors believes that the reduced carrying amount of the Group’s inventory portfolio is in line with its estimated recoverable amount.
Costs incurred on the project up to 31 December 2023 and 2022 comprised:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Purchase cost of land (see note below):
- At beginning and end of year
19,353,259
19,353,259
19,353,259
19,353,259
Cost of design works and other studies,
demolition, excavation, construction and
restoration works and other expenses incurred:
- At 1 January
69,399,644
61,098,214
69,675,634
61,374,204
- Additions for the year
9,264,629
8,259,906
8,988,639
8,256,166
- Depreciation of right-of-use
assets (Note 6)
140,305
143,598
140,305
143,598
- Transferred to cost of sales
(5,700)
(102,074)
(5,700)
(98,334)
- Impairment charge
(1,109,804)
-
(1,109,804)
-
- At 31 December
77,689,074
69,399,644
77,689,074
69,675,634
Borrowing costs attributable to the project:
- At 1 January
51,818,052
50,219,326
51,818,052
50,219,326
- Imputed interest (see note below)
209,427
612,800
209,427
612,800
- Interest on lease liabilities (Note 20)
1,013,701
983,403
1,013,701
983,403
- Bank and other interest
285,960
35,310
285,960
35,310
- Transferred to cost of sales
-
(32,787)
-
(32,787)
- At 31 December
53,327,140
51,818,052
53,327,140
51,818,052
150,369,473
140,570,955
150,369,473
140,846,945
The contract of acquisition of the land provided for a premium of €92.17 million payable over an extended period of time, which was discounted to its present value amount of €42.62 million at date of purchase. The rate applied in discounting to present value the future outflows comprising the purchase consideration was 7.75% based upon the effective pre-tax return rate provided for in the deed of acquisition (refer to Note 18).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
80
12.Trade and other receivables
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Current
Receivables in respect of rental
operations - net of credit loss allowances
689,117
608,569
689,117
608,569
Trade receivables - net
of credit loss allowances
109,479
138,488
109,479
138,488
Amounts owed by joint venture
1,178,459
1,677,481
28,459
68,981
Amounts owed by other related parties
2,086
1,472
2,086
1,472
Amounts owed by third parties
1,005,404
639,601
124,710
133,056
Prepayments and other receivables
81,260
36,489
263,539
285,113
3,065,805
3,102,100
1,217,390
1,235,679
Amounts owed by joint venture and other related parties are unsecured, interest free, and repayable on demand.
Receivables in respect of rental operations include an amount of €47,942 (2022: €58,736) which is due from related parties.
13.Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents comprise the following:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Cash at bank and in hand
21,116,819
4,559,469
21,056,805
4,439,129
Cash pledged as guarantees
484,070
442,890
484,070
442,890
Cash and cash equivalents
21,600,889
5,002,359
21,540,875
4,882,019
The cash and cash equivalents include amounts of €97,640 (2022: €98,640) which represent amounts held in trust arrangement earmarked for repayment of the matured bonds. The balance represents funds earmarked for the eventual repayment of the 7% EURO bonds 2016-2018 and 7% GBP bonds 2016-2018 which were redeemed by the Company on 15 December 2016, but to date remain unpaid to the bondholders or their heirs due to causa mortis and court orders.
At 31 December 2023, the Group and Company had bank balances amounting to €17,200,000 representing payments on the sale of property, which were deposited in restricted accounts and which were pledged to secure bank borrowings (refer to Note 19). These amounts were included within cash and cash equivalents since they were considered part of the Group’s overall cash management.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
81
14.Share capital
Group and Company
2023
2022
€
€
Authorised
450,000,000 Ordinary shares of €0.20 each
90,000,000
90,000,000
Issued and fully paid
214,159,922 Ordinary shares of €0.20 each
42,831,984
42,831,984
The Company had issued and allotted 67,369,922 ordinary shares with a nominal value of €0.20 each, fully paid up, which were offered at an Issue Price of €0.45 each, to the public. Pursuant to the Prospectus dated 1 November 2010, the share premium attributable to these issued shares, reflecting the difference of €0.25 between the Issue Price and the nominal value, amounting to €16,842,481, is presented separately in the statement of financial position. Share issue costs, amounting to €963,697, have been deducted from the share premium.
15.Property revaluation reserve
Group
2023
2022
€
€
Revaluation of land and buildings
At 1 January and at 31 December
1,211,132
1,211,132
The property revaluation reserve, which arose on property elements previously classified as property, plant and equipment, is non-distributable.
16.Investment fair value reserve
Group and Company
2023
2022
€
€
At 1 January
15,142
80,244
Gains/(losses) from changes in fair value of
financial investments
5,950
(65,102)
At 31 December
21,092
15,142
The fair value reserve reflects the cumulative net changes in fair value of financial investments measured at fair value through other comprehensive income held by the Group and Company, which changes are recognised directly in equity in other comprehensive income.
The reserve is non-distributable.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
82
17. Other reserves
Group
Company
2023
2022
2023
2022
€
€
€
€
Merger reserve
-
-
23,060
23,060
Share of other comprehensive income
attributable to the jointly-controlled entity
785,729
1,228,277
-
-
Total other reserves
785,729
1,228,277
23,060
23,060
The movements and description of the nature of each category are analysed as follows:
Merger reserve
By virtue of an agreement, MIDI p.l.c. transferred the 9,900 shares it held in its former subsidiary Tigné Point Marketing Limited of €2.329373 each to Tigné Contracting Limited, another subsidiary, for a consideration of €23,060. Pursuant to the said transfer of shares, the entirety of the issued share capital of Tigné Point Marketing Limited was held by Tigné Contracting Limited. MIDI p.l.c. holds 99.99% of the issued share capital in Tigné Contracting Limited. Subsequently, Tigné Point Marketing Limited and Tigné Contracting Limited have been amalgamated by a merger by acquisition in terms of the Companies Act (Cap. 386 of the Laws of Malta). Upon the merger by acquisition taking effect, Tigné Contracting Limited as the acquiring company succeeded to all the assets, right, liabilities and obligations of Tigné Point Marketing Limited which in turn ceased to exist.
The consideration receivable by the Company from Tigné Contracting Limited had been recognised directly in equity as ‘other reserves’ upon the merger of the two entities.
Share of other comprehensive income attributable to the jointly-controlled entity
Group
2023
2022
€
€
At beginning of year
1,228,277
-
Share of:
(Losses)/gains from changes in fair value of derivative contract
designated as hedging instrument in a cash flow hedge
(206,452)
1,238,682
Gains reclassified from equity to profit or loss
as reclassification adjustments
(236,096)
(10,405)
At end of year
785,729
1,228,277
The jointly-controlled entity of the Group, Mid Knight Holdings Limited (Note 9) entered into a receive-floating, pay-fixed interest rate swap that is designated as a hedging instrument in a cash flow hedge to hedge its exposure to variable interest amounts on its floating rate borrowings due to fluctuations in EURIBOR interest rates until 1 March 2029. The notional amount of the derivative contract as at 31 December 2023 amounted to €17 million (2022: €17 million). In this respect, the jointly-controlled entity recognised within the hedging reserve the changes in fair value of the hedging instrument as at 31 December taking cognisance of reclassification adjustments to profit or loss until year end, and the Group reflected its share of this other comprehensive income directly within equity in these consolidated financial statements, utilising the equity method of accounting.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
83
18.Trade and other payables
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Current
Payments received on account
15,000
23,000
15,000
23,000
Due to Government in relation to
purchase of land (Note 11)
40,253,690
40,511,821
40,253,690
40,511,821
Amounts owed to subsidiaries
-
-
8,662,434
10,633,928
Amounts owed to other related parties
6,812
12,021
6,812
12,021
Indirect taxation
191,973
152,402
159,767
149,231
Other payables
958,094
1,804,223
825,313
737,798
Accruals and deferred income
5,876,602
5,888,928
3,524,935
2,815,389
47,302,171
48,392,395
53,447,951
54,883,188
Group and Company
2023
2022
€
€
Non-current
Payments received on account
31,224,896
-
Other payables
198,045
175,625
31,422,941
175,625
Amounts owed to subsidiaries and other related parties are unsecured, interest free, and repayable on demand.
Payments received on account represent deposits and amounts received from prospective purchasers on account of the purchase price of residential property pursuant to the signing of a promise of sale agreement, together with other intermediate payments pending the completion of the residential property and ensuing signing of the final deed of sale pertaining thereto. The Company offers prospective purchasers (or their bankers) a special hypothec on the relative residential property (with a carrying amount of €31,240,000 (2022: €23,000) covering the equivalent amount of payments received on account) as security for any part out of such payments received on account, which are deemed to be refundable in terms of the relative promise of sale agreement. The Company’s bankers have undertaken to postpone their hypothecary and privileged rights in favour of the aforementioned security provided to prospective purchasers (or their bankers).
The current nature of amounts due to Government in relation to the purchase of land was determined on the basis of the contracted terms of the emphyteutical grant entered into on 15 June 2000. Discussions are ongoing with Government in relation to specific remedies available in the Deed of Emphyteusis which will help to mitigate, in part, the impact of the reduction of development volumes brought about by the discovering of archaeological remains on Manoel Island Site. Whilst the entire amount due to Government is contractually deemed as current on the basis of the original arrangement, the accurate amount of outflows expected during the financial year ending 31 December 2024 has not yet been determined, though it is highly likely that a minor portion of the amount would trigger outflows over the forthcoming financial year.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
84
18.Trade and other payables - continued
The amount due to Government in relation to the purchase of land includes:
(a)an amount, originally contracted at €11.65 million, which is being satisfied through the performance of restoration works on major historical sites forming part of the project;
(b)an amount, originally contracted at €20.96 million, which is being satisfied through the construction of all the public infrastructure works required at Manoel Island and Tign é Point;
(c)the balance which is being settled in cash.
Various costs incurred in respect of (a) and (b) above up to 31 December 2023 are included in Inventories – Development project and the amounts referred to will be deducted from the amount due to Government when the completion stages stipulated in the relative lease agreement are attained. The Company has also carried out substantial works pertaining to (a) and (b) and which have already been deducted from amounts due to Government.
The amounts due to Government with respect to the acquisition of land are secured by a first ranking special privilege on the emphyteutical concession at Tigné Point and Manoel Island, and a general hypothec over the Company’s property (see also Note 19).
Non-current other payables at 31 December also represent deposits effected under operating lease arrangements by a number of tenants. These amounts are refundable at the end of the lease term and are subject to interest at 3% per annum. Amounts owed to related parties in this respect are disclosed in Note 36.
19.Borrowings
Group and Company
2023
2022
€
€
Year ended 31 December
Opening carrying amount
62,667,387
59,578,548
Repayments of bank loans
(18,535,264)
(9,999,971)
Additional bank loans
13,311,191
12,996,863
Amortisation of bond issue costs
91,947
91,947
Closing carrying amount
57,535,261
62,667,387
Non-current
500,000 4% Secured Euro Bonds 2026
49,762,471
49,670,524
Bank loans
7,772,790
12,996,863
57,535,261
62,667,387
Total borrowings
57,535,261
62,667,387
The Company issued €50,000,000 4% secured euro bonds redeemable in 2026, which bonds were subscribed and admitted to listing on 3 August 2016. The bond issue’s principal and interest are secured by a number of the Company’s immovable properties as well as the Company’s investment in Mid Knight Holdings Limited via its subsidiary T14 Investments Limited.
The quoted market price for the 4% secured euro bonds 2026 as at 31 December 2023 was €96.00 (31 December 2022: €100.00).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
85
19.Borrowings - continued
The bonds are measured at the amount of net proceeds adjusted for the amortisation of directly attributable and incremental transaction costs, consisting of bond issue costs incurred in the preparation and implementation of the bond issue, using the effective interest method as follows:
Group and Company
2023
2022
€
€
Face value of bonds
500,000 4% Secured Euro Bonds 2026
50,000,000
50,000,000
Gross amount of bond issue costs
(1,709,201)
(1,709,201)
Amortisation up to end of year
(refer to table below)
1,471,672
1,379,725
Unamortised bond issue costs
(237,529)
(329,476)
Amortised cost and closing carrying
amount of bonds
49,762,471
49,670,524
Group and Company
2023
2022
€
€
Accumulated amortisation of
bond issue costs:
At beginning of year
1,379,725
1,287,778
Amortisation charge for the year
91,947
91,947
At end of year
1,471,672
1,379,725
The additional borrowings taken out by the Company during 2023 comprise utilisation of an existing banking facility amounting to €13,311,191 (2022: €3,996,888) for the purpose of the Q3 – Fortress Gardens residential development and which is repayable within five years. This facility is secured by a general hypothec over the Company’s assets and by a special hypothec over the plot of land known as Q3. During the current financial year, the balance was settled in full. The repayment of bank loans also comprise repayment of another existing banking facility for the amount of €1,227,185, giving rise to a loan balance of €7,772,790 as at 31 December 2023. This facility is secured by a general hypothec over the Company’s assets and by a special hypothec over portions of land at Manoel Island. These general and special hypothecs rank after prior charges in favour of Government.
Bank borrowings are subject to floating rates of interest. The weighted average effective interest rates applied to borrowings as at the end of the reporting period were as follows:
Group and Company
2023
2022
Bank loans
4.5%
3.1%
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
86
19.Borrowings – continued
Maturity of total borrowings as at 31 December:
Group and Company
2023
2022
€
€
Between one and two years
7,772,790
-
Between two and five years
49,762,471
62,667,387
57,535,261
62,667,387
20.Lease liabilities
The lease liabilities, in respect of the 99-year emphyteutical grant until 2099 (see Note 6), associated with the recognised right-of-use assets are analysed below:
Group and Company
2023
2022
€
€
Lease liabilities
Current
632,631
1,265,262
Non-current
14,922,674
14,237,956
15,555,305
15,503,218
The movement in the carrying amount of the lease liabilities is analysed in the following table:
Investment property
Inventories – Development project
Total
€
€
€
Group and Company
At 1 January 2022
1,366,591
13,050,246
14,416,837
Interest charge
102,978
983,403
1,086,381
At 31 December 2022
1,469,569
14,033,649
15,503,218
At 1 January 2023
1,469,569
14,033,649
15,503,218
Derecognition upon sale (Note 6)
-
(29,970)
(29,970)
Payments effected
(186,120)
(1,319,234)
(1,505,354)
Reclassification of payments effected in prior year
to trade and other payables (see note below)
62,040
405,518
467,558
Interest charge
106,152
1,013,701
1,119,853
At 31 December 2023
1,451,641
14,103,664
15,555,305
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
87
20.Lease liabilities - continued
The income statements reflect the following amounts relating to leases:
Group and Company
2023
2022
€
€
Interest expense included in finance costs -
Investment property (Note 27)
106,152
102,978
The interest expense on the lease liabilities, capitalised within inventories, amounted to €1,013,701 (2022: €983,403).
The total cash payments for leases in 2023 were €1,505,354 (2022: nil).
The reclassification amounting to €467,558 is attributable to an element of premium payable on the purchase of land (see Note 18) which had been considered a payment in respect of ground rent effected by the Group during 2021. Documentation received from the Government of Malta during the current financial year in the context of the ongoing discussions and recent developments (Note 11) confirmed the allocation of the said payment to premium payable. This necessitated a reclassification to adjust the amounts due to Government under trade and other payables.
21.Deferred taxation
Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% (2022: 35%), with the exception of deferred taxation on fair value gains attributable to investment property which is computed utilising a tax rate of 10% (2022: 10%) on the basis applicable to property disposals. The movement on the deferred income tax account is analysed as follows:
Group and Company
2023
2022
€
€
At beginning of year
3,345,118
3,448,008
(Credited)/charged to profit or loss (Note 30):
- depreciation on property, plant and equipment
(8,138)
2,827
- fair value changes arising on investment property (Note 7)
-
(105,000)
- unutilised tax losses
(612,191)
-
- unutilised capital allowances
(17,988)
(717)
At end of year
2,706,801
3,345,118
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
88
21.Deferred taxation - continued
The deferred tax balances at 31 December analysed in the table below, arose from:
-temporary differences arising between the tax base and carrying amount of property, plant and equipment attributable to depreciation;
-fair value changes arising on investment property;
-unutilised tax losses; and
-unutilised capital allowances
Group and Company
2023
2022
€
€
Deferred tax balances attributable to:
- temporary differences arising on depreciation of
property, plant and equipment
(10,559)
(2,421)
- unutilised tax losses
(612,191)
-
- unutilised capital allowances
(72,167)
(54,179)
- fair valuation of property
3,401,718
3,401,718
Net amount
2,706,801
3,345,118
Movements in deferred tax attributable to temporary differences arising on depreciation of property, plant and equipment, unutilised tax losses, unutilised capital allowances and changes in fair value of investment property are all recognised in profit or loss.
Deferred tax balances at 31 December are presented in the statement of financial position as follows:
Group and Company
2023
2022
€
€
Deferred tax assets
(694,917)
(56,600)
Deferred tax liabilities
3,401,718
3,401,718
2,706,801
3,345,118
The recognised deferred tax assets and liabilities are expected to be recovered or settled principally after more than twelve months from the end of the reporting period.
At 31 December 2023, unrecognised deferred tax assets attributable to the Company, arising on unutilised tax losses and unutilised capital allowances, amounted to €1,492,763 (2022: €3,890,856) and €6,479,711 (2022: €6,910,673) respectively. Tax losses have no expiry date and capital allowances are forfeited upon cession of the trade.
22.Revenue
The Group’s revenue includes revenue from the development and sale of property and income from property rental and management of certain areas within the project (Note 4).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
89
23.Expenses by nature
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Cost of sales transferred from
Inventories – Development project
and related items (Note 11)
5,700
134,861
5,700
131,121
Properties management fees
and similar service charges
300,779
371,795
300,779
371,795
Car park management fees
141,103
131,194
141,103
131,194
Expenses relating to heating,
ventilation, and air conditioning
(HVAC) services
304,121
391,879
304,121
391,879
Bad debts written off
30,577
-
30,577
-
Depreciation of property, plant and
equipment (Note 5)
257,307
235,399
212,636
213,955
Employee benefit expense (Note 24)
1,619,989
1,336,823
1,619,989
1,336,823
Operating lease rentals payable:
- vehicles
20,325
12,584
20,325
12,012
Directors’ emoluments (Note 25)
115,750
67,435
115,750
67,435
Marketing
100,536
79,865
100,536
79,865
Utilities
128,000
87,202
128,000
87,182
Security services
163,098
158,219
163,098
158,219
Legal and professional fees
346,569
335,372
341,506
326,278
Other expenses
603,887
480,018
595,756
430,090
Total cost of sales and administrative
expenses
4,137,741
3,822,646
4,079,876
3,737,848
Auditor’s fees
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2023 and 2022 relate to the following:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Annual statutory audit
71,400
69,900
65,500
64,300
During the current year, fees amounting to €22,375 (2022: €37,000) and €22,375 (2022: €36,500) have been charged to the Group and Company respectively, by connected undertakings of the Group’s auditor, in respect of tax advisory services and other advisory services.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
90
24.Employee benefit expense
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Wages and salaries
1,848,869
1,800,728
1,848,869
1,800,728
Social security costs
82,742
84,270
82,742
84,270
1,931,611
1,884,998
1,931,611
1,884,998
Amounts reflected in Inventories -
Development project
222,695
467,623
222,695
467,623
Amounts expensed in profit or loss
1,619,989
1,336,823
1,619,989
1,336,823
Amounts incurred on behalf of third parties
46,105
51,343
46,105
51,343
Amounts recharged to joint venture
42,822
29,209
42,822
29,209
1,931,611
1,884,998
1,931,611
1,884,998
Average number of persons employed by the Group and Company during the year:
Group
Company
2023
2022
2023
2022
(restated)
Technical and administration
40
40
40
40
25.Directors’ emoluments
Group and Company
2023
2022
€
€
Directors’ fees
115,750
67,435
26.Finance income
Group and Company
2023
2022
€
€
Interest income from:
- bank deposits
94,600
160
- investment in debt securities
10,967
10,994
105,567
11,154
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
91
27.Finance costs
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Interest and related expense recognised
in profit or loss on:
- Bank loans and overdrafts
383,413
357,728
383,413
357,728
- Bonds issued to the general public
- coupon interest payable
2,002,323
2,005,845
2,002,323
2,005,845
- amortisation of difference between
net proceeds and redemption value
91,947
91,947
91,947
91,947
- Interest on lease liabilities
106,152
102,978
106,152
102,978
- Bank and other charges
49,072
153,484
48,591
153,205
2,632,907
2,711,982
2,632,426
2,711,703
Finance costs capitalised are disclosed in Note 11 to these Financial Statements.
28.Other operating income
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Rental and other income
48,113
47,162
48,113
47,162
Management fees receivable
1,451
3,761
1,451
3,761
49,564
50,923
49,564
50,923
29.Dividend income
The Company’s dividend income comprises a distribution of €4,950,000 (2022: €6,839,335) received from T14 Investments Limited, a subsidiary of MIDI p.l.c..
The Group also received dividend income amounting to €39,000 (2022: nil) from Manoel Island Yacht Yard Limited.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
92
30.Tax expense
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Current taxation:
Current tax expense
100,139
254,571
100,139
585,406
Deferred taxation (Note 21):
Current year credit
(638,317)
(59,371)
(638,317)
(59,371)
Over provision of deferred tax in prior years
-
(43,519)
-
(43,519)
Tax (income)/expense
(538,178)
151,681
(538,178)
482,516
The tax on the (loss)/profit before tax of the Group and the Company differs from the theoretical amount that would arise using the basic tax rate as follows:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
(Loss)/profit before taxation
(2,056,536)
(2,124,268)
1,392,914
2,816,634
Tax at 35%
(719,788)
(743,494)
487,520
985,822
Tax effect of:
- expenses not deductible for tax purposes
2,040,204
1,286,614
2,019,782
1,256,836
- application of different tax rate
to property disposals
(226,500)
(1,884)
(226,500)
(1,884)
- application of different tax rate
to rental income
-
85,693
-
85,693
- application of different tax rate
to interest income
(21,113)
-
(21,113)
-
- application of different tax treatment
to dividend received
(13,650)
-
(1,746,150)
(2,062,932)
- changes in fair value
of investment property
-
262,500
-
262,500
- over provision in prior years
-
(43,519)
-
(43,519)
- recognition of deferred tax asset
attributable to utilised tax losses
and capital allowances
upon merger of subsidiary
(990,169)
-
(990,169)
-
- share of profit of joint venture
(545,614)
(694,229)
-
-
- maintenance allowance claimed
in respect of rental income
(61,548)
-
(61,548)
-
Tax (income)/expense in accounts
(538,178)
151,681
(538,178)
482,516
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
93
31.Earnings per share
Earnings per share is calculated by dividing the results attributable to equity holders of the Company by the weighted average number of ordinary shares of MIDI p.l.c. in issue during the year.
Group
2023
2022
Loss attributable to equity holders of the Company
(€1,518,358)
(€2,275,949)
Weighted average number of ordinary shares in issue
214,159,922
214,159,922
Earnings per share
(€0.007)
(€0.011)
The Company has no instruments or arrangements which give rise to dilutive potential ordinary shares, and accordingly diluted earnings per share is equivalent to basic earnings per share.
32.Dividends
A final net dividend in respect of the year ended 31 December 2023 of €0.009 (2022: nil) per share, amounting to €1,927,439 (2022: nil), will be proposed by the Board of Directors to the Company’s shareholders for approval at the forthcoming annual general meeting. Such dividend has not been reflected within these financial statements and will be accounted for in shareholders’ equity as an appropriation of retained earnings in the year ending 31 December 2024.
33.Cash generated from/(used in) operations
Reconciliation of operating loss to cash generated from/(used in) operations:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
Operating loss
(1,127,092)
(1,406,950)
(1,069,227)
(1,322,152)
Adjustments for:
Depreciation of property, plant and
equipment (Note 5)
257,307
235,399
212,636
213,955
Changes in fair value
of investment property
-
1,050,000
-
1,050,000
Impairment charge on Inventories -
Development project (Note 11)
1,109,804
-
1,109,804
-
-
-Changes in working capital:
Trade and other receivables
(422,205)
(849,050)
4,968,289
6,603,796
Trade and other payables
30,624,649
3,059,373
30,279,636
(2,555,005)
Inventories - Development project
(9,754,316)
(8,773,155)
(9,478,326)
(8,773,155)
Cash generated from/(used in)
operations
20,688,147
(6,684,383)
26,022,812
(4,782,561)
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
94
34.Commitments
In addition to settling the liabilities associated with the purchase price of the land, the emphyteutical grant entered into with the Government provides for a series of development obligations relating to the contents of the project and the timescales over which it should be completed.
As at 31 December 2023, the Group had outstanding contractual commitments for project development works for the approximate amount of €29.7 million (2022: €6.7 million), which includes the amounts disclosed in Note 36. The emphyteutical grant specifies a maximum overall period of 25 years, commencing in the year 2000, for completion of the project, which period is subject to extensions contemplated by the terms of the grant (refer to Note 1.1.1).
The Group is also committed to effect payments for ground rent which will be effectively recovered from the property purchasers or tenants.
Operating lease commitments – where the Group/Company is the lessor
The future minimum lease payments receivable under non-cancellable operating leases, which are primarily entered into by the Company in relation to rental operations, are as follows:
Group and Company
2023
2022
€
€
Not later than 1 year
1,611,674
1,445,910
Later than 1 year and not later than 5 years
2,237,163
2,277,556
Over 5 years
1,205,359
612,292
5,054,196
4,335,758
The operating lease agreements entered into by the Company typically run for a significant number of years. These contracts generally provide that the lease payments increase by a predetermined percentage every year, which increases have been reflected in the figures above. A number of these arrangements also provide for contingent rentals based on outlet turnover levels.
Operating lease commitments – where the Group/Company is the lessee
The future minimum lease payments payable under motor vehicle and other non-cancellable operating leases, subject to normal commercial terms and conditions, are as follows:
Group and Company
2023
2022
€
€
Not later than 1 year
6,797
5,070
Later than 1 year and not later than 5 years
19,258
-
26,055
5,070
The Group and Company have recognised right-of-use assets for leases, except for short-term and low-value leases, in accordance with the requirements of IFRS 16 (Note 6). The lease arrangements in place for motor vehicles fall within the definition of short-term leases for the purposes of IFRS 16.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
95
35.Contingencies
(a)In terms of the Emphyteutical Deed, the Company is responsible for the construction and installation of the public infrastructure including drainage, water, electricity and telecommunications distribution systems, which on completion of each phase shall pass on to Government. The Company maintains that the circumstances from when the Emphyteutical Deed was entered into have now changed whereby state monopoly over telecommunication infrastructure has been removed and that accordingly telecommunication infrastructure should not revert back to Government upon completion of each phase. The Group has sought assurances from Government in respect of this matter, however as of date of approval of financial statements, such process has not been formally concluded. The Directors do not believe that this matter has any significant financial impact on the Group.
(b)The Company has received claims from property buyers mainly relating to damages allegedly incurred by them due to latent defects in their apartments and other differences. To date some of the pending claims were pursued in court; however, the amount of the claims, where quantified, were not deemed material by the Company's Directors.
(c)A court case involving Tigné Point South Residents Association (“TSRA”) in connection with the Company’s stores contributions payable towards garage complex common areas upkeep was adjudicated unfavourably for MIDI. The court ruled that MIDI was to pay its share of contributions to common areas, amounting to €230,000. The Company has lodged an appeal on the basis that the First Court has failed to endorse the applicable law and has ignored the contractual mechanism set out in deeds of sale which acquits storage room owners from contributing towards the cost for the upkeep of the garage complex common areas. The Company brought forward ample evidence showing that it has never made use and is not currently making any tangible use of the stores in question, and accordingly there is no real damage being produced to TSRA by wear and tear or inconvenience caused. Should the Court of Appeal deem that some compensation is due, the Company expects that the method to assess any indemnity due should result in a compensation proportionate to the damage which may be caused in line with current provisions of law. The Company believes the outcome of this process will ultimately be immaterial to the financial statements.
(d)The Company has entered into an agreement with Tigné Point South Residents Association on several claims made by the association and has agreed to undertake the necessary investigations and works to resolve water ingress issues that persist in the areas managed by this association. It is currently premature to define the scope and estimated costs of these works but in the opinion of the Directors these will not be significant.
(e)The Company has received a claim from a property buyer who maintains that the operational procedure implemented by the Company with regards to the use and levying of membership fees for the Tigné Point pool is not in line with the claimant’s interpretations of the relevant contractual provision. The Court has been asked to (i) determine that the claimant’s interpretation is valid and correct and should be the one implemented going forward, (ii) declare that the Company has breached the contractual provision by adopting its own contribution mechanism for the years 2020 - 2022 and (iii) liquidate the excess amount paid to be reimbursed accordingly. The Company maintains that its understanding of the relevant contractual provision is the correct interpretation. The Company believes the outcome of this case will ultimately be immaterial to the financial statements.
(f)At 31 December 2023, the Group has contingent liabilities amounting to €350,000 (2022: €350,000), €85,000 (2022: €85,000), €46,180 (2022: €5,000) and €2,890 (2022: €2,890) in respect of guarantees issued by the bank in the ordinary course of business in favour of the Planning Authority, the Environmental and Resources Authority, the Building Regulation Office and the Building and Construction Authority, respectively.
(g)At 31 December 2023, the Company has contingent liabilities in respect of guarantees given to the bank to secure the banking facilities of a related party for the amount of €119,400 (2022: €119,400).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
96
36.Related party transactions
All companies forming part of the respective groups of companies of which Alf. Mizzi & Sons Limited, Gasan Enterprises Limited, MAPFRE MSV Life p.l.c., Polidano Brothers Limited, Vassallo Builders Group Limited and Lombard Bank Malta p.l.c. form part, are considered by the Directors to be related parties together with First Gemini p.l.c. and Mr. Mark Andrew Weingard, by virtue of the shareholding that the companies and persons referred to have in MIDI p.l.c.. All entities owned, controlled or significantly influenced by the Company’s ultimate shareholders, together with the Company’s Directors, close members of their families and all entities owned, controlled or significantly influenced by these individuals, are the principal related parties of the Group. The Company’s related parties include its subsidiaries.
As explained in Note 9, the Company has a 50% shareholding in Mid Knight Holdings Limited, a joint venture through T14 Investments Limited (a fully-owned subsidiary).
The following transactions were carried out with related parties:
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
i) Sale of goods and services
Sale of services to other related parties
342,069
417,244
342,069
417,244
ii) Purchase of goods and services
Purchase of services from subsidiaries
-
-
7,654,290
5,348,844
Purchase of services from other related
parties
97,998
223,960
83,846
78,823
At the end of the reporting period, the Group had outstanding contractual commitments with related parties for project development for the amount of €1,407,998 (2022: €1,407,998).
Group
Company
2023
2022
2023
2022
(restated)
€
€
€
€
iii) Rental income
Revenue earned during the current
financial year from other related parties
160,504
156,566
160,504
102,003
Balances as at 31 December included
within other non-current
liabilities (Note 18)
35,000
35,000
35,000
35,000
iv) Bank loans from shareholders
Balances at 31 December
7,772,763
8,999,975
7,772,763
8,999,975
Net interest charged during the year
383,413
357,728
383,413
357,728
As at 31 December 2023, the Group and Company had banking facilities for the amount of €7,772,763 (2022: € 8,999,975) sanctioned by related parties (terms and conditions are reflected in Note 19). Movements in these liabilities are analysed in Note 19.
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
97
36.Related party transactions - continued
Group and Company
2023
2022
€
€
v) Bank deposits with shareholders
Balances at 31 December
517,791
970,561
Interest income earned
128
160
Movements in the assets referred to above are analysed in the statements of cash flows.
Group and Company
Face value of bonds held
Group and Company
Interest payable
at 31 December
during the year
2023
2022
2023
2022
€
€
€
€
vi) Bonds held by related parties
Held by related parties in own name
261,500
261,500
10,460
10,460
The Directors are the Group’s key management personnel and transactions with these related parties consist solely of Directors’ remuneration as disclosed in Note 25.
Wages and salaries recharged to subsidiaries are disclosed in Note 24.
The Company received gross dividends amounting to €4,950,000 (2022: €6,839,335) from its subsidiary T14 Investments Limited.
Transactions with related parties which have been included within additions for the year within Inventories – Development project in Note 11 amounted to €14,152 (2022: €145,137).
The transactions undertaken with related parties, disclosed above, were carried out on commercial terms in the normal course of business and are subject to scrutiny by the Board of Directors.
Balances outstanding as at the year end with respect to group subsidiaries and other related parties are disclosed in Notes 12 and 18 to the Financial Statements. Interest receivable and payable in this respect are also disclosed in Notes 26 and 27 respectively.
The Group also enters into other transactions with other related parties, such as the placement of insurance risks, but the related transaction amounts are not considered to have a material impact on the financial results and financial position of the Group.
37.Merger of Solutions & Infrastructure Services Limited into the Company
As outlined in Note 8, by virtue of a resolution dated 20 April 2023, effective on 4 October 2023, the directors of the Company and Solutions & Infrastructure Services Limited, a former subsidiary, resolved to amalgamate and merge the assets and liabilities of the former subsidiary, which was registered with the Malta Business Register under file C38866 and had its registered office address at North Shore, Manoel Island, Gżira, Malta, into the Company. Following the merger, Solutions & Infrastructure Services Limited ceased to exist without being wound up in terms of the respective provisions of the Maltese Companies Act (Cap. 386).
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
98
37.Merger of Solutions & Infrastructure Services Limited into the Company - continued
In view of the fact that both companies are ultimately controlled by the same controlling parties, the transaction was accounted using the predecessor method of accounting. In order to present more meaningful information, the transaction was accounted for as if the post-merger structure was always in place.
Accordingly, the financial position of the Company on a stand-alone basis as at 1 January 2022, being the first day of the comparative financial period, was restated in order to reflect the assets and liabilities of Solutions & Infrastructure Services Limited as at that date. The assets and liabilities of Solutions & Infrastructure Services Limited were taken over at their carrying amounts in the consolidated financial statements of MIDI p.l.c..
The following table summarises the consideration given up by MIDI p.l.c. and the amounts of assets taken over, and liabilities assumed that were recognised in the statement of financial position of MIDI p.l.c., on a stand-alone basis, as of 1 January 2022:
€
Consideration at 1 January 2022
Amounts receivable from Solutions & Infrastructure Services Limited
derecognised upon merger
404,769
Amounts payable to Solutions & Infrastructure Services Limited
derecognised upon merger
(581,039)
(176,270)
Recognised amounts of identifiable assets taken over and liabilities assumed:
Property, plant and equipment
1,429,919
Inventories
84,679
Trade and other receivables
168,885
Cash and cash equivalents
506,464
Trade and other payables
(171,036)
Total identifiable net assets
2,018,911
Equity adjustments:
Retained earnings
(2,195,181)
(176,270)
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
99
37.Merger of Solutions & Infrastructure Services Limited into the Company - continued
The following tables summarise the Company’s stand-alone financial statements’ line items which were impacted by the restatement of comparative financial information:
As at 1 January 2022
Company
Statement of financial
position (extract)
As previously
Adjustments
Intercompany
reported
upon merger
eliminations
As restated
€
€
€
€
Non-current assets
Property, plant and equipment
744,708
1,429,919
-
2,174,627
744,708
1,429,919
-
2,174,627
Current assets
Inventories
130,862,110
84,679
-
130,946,789
Trade and other receivables
1,236,024
168,885
(404,769)
1,000,140
Cash and cash equivalents
9,133,735
506,464
-
9,640,199
141,231,869
760,028
(404,769)
141,587,128
Current liabilities
Trade and other payables
52,796,866
171,036
(581,039)
52,386,863
52,796,866
171,036
(581,039)
52,386,863
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
100
37.Merger of Solutions & Infrastructure Services Limited into the Company - continued
As at 1 January 2023
Company
Statement of financial
position (extract)
As previously
Adjustments
Intercompany
reported
upon merger
eliminations
As restated
€
€
€
€
Non-current assets
Property, plant and equipment
735,797
1,243,714
-
1,979,511
735,797
1,243,714
-
1,979,511
Current assets
Inventories
140,766,006
80,939
-
140,846,945
Trade and other receivables
1,303,695
191,378
(259,394)
1,235,679
Cash and cash equivalents
4,411,124
470,895
-
4,882,019
146,480,825
743,212
(259,394)
146,964,643
Current liabilities
Trade and other payables
55,397,691
109,387
(623,890)
54,883,188
55,397,691
109,387
(623,890)
54,883,188
Year ended 31 December 2022
Company
Income statement
(extract)
As previously
Adjustments
Intercompany
reported
upon merger
eliminations
As restated
€
€
€
€
Revenue
2,534,296
909,942
(29,465)
3,414,773
Cost of sales
519,670
819,463
-
1,339,133
Other operating income
57,886
-
(6,963)
50,923
Administrative expenses
2,393,261
26,566
(21,112)
2,398,715
Finance costs
2,709,960
1,743
-
2,711,703
MIDI p.l.c.
Annual Report and Consolidated Financial Statements - 31 December 2023
101
37.Merger of Solutions & Infrastructure Services Limited into the Company - continued
The following tables include an extract from the Company’s current year’s Income Statemen’s line items which were impacted by the merger:
Year ended 31 December 2023
Company
Income statement
(extract)
Prior to
impacts of
Impacts of
merger
merger
As reported
€
€
€
Revenue
3,261,875
809,014
4,070,889
Cost of sales
452,757
781,421
1,234,178
Administrative expenses
2,824,096
21,602
2,845,698
Finance costs
2,630,862
1,564
2,632,426
38.Statutory information
MIDI p.l.c. is a public limited liability Company and is incorporated in Malta.

Independent auditor’s report

To the Shareholders of MIDI p.l.c.

Report on the audit of the financial statements

Our opinion

In our opinion:

● The Group financial statements and the Parent Company financial statements (the “financial statements”) of MIDI p.l.c. give a true and fair view of the Group and the Parent Company’s financial position as at 31 December 2023, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and

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

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

##### What we have audited

MIDI p.l.c.’s financial statements comprise:

● the Consolidated and Parent Company statements of financial position as at 31 December 2023;

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

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

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

● the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

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

##### Independence

We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these Codes.

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

The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 January 2023 to 31 December 2023, are disclosed in note 23 to the financial statements.

Our audit approach

#####

##### Overview

| ● Overall group materiality: €900,000, which represents approximately 1% of consolidated net assets.
● The audit carried out by the group engagement team covered all companies within the group as at and for the year ended 31 December 2023, comprising MIDI p.l.c. (the Parent Company) and its subsidiaries: Tign é Contracting Limited and T14 Investments Limited, as well as the investment in joint venture, Mid Knight Holdings Limited.
● Fair valuation of investment property relating to the Group and the Parent Company ● Inventory valuation relating to the Group and the Parent Company

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

##### Materiality

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

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

Overall group materiality | €900,000
How we determined it | Approximately 1% of consolidated net assets
Rationale for the materiality benchmark applied | We chose net assets as the benchmark because, in our view, it is the benchmark against which the underlying value of the Group is most commonly measured by users and is generally accepted benchmark. We chose 1% which is within the range of quantitative materiality thresholds that we consider acceptable.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €90,000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

#### Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter | How our audit addressed the Key audit matter
Fair valuation of investment property relating to the Group and the Parent Company The Group's and Parent Company's assets comprise properties held for long-term rental yields or for capital appreciation, which are classified as investment property and are measured at fair value. The main asset of Mid Knight Holdings Limited, the Group's jointly controlled entity, comprises an office block known as 'The Centre' which is rented out to third parties. The asset is accounted for as investment property in the joint venture's financial statements and is measured at fair value. During the year ended 31 December 2021 the Board of Mid Knight Holdings Limited commissioned an independent property valuation based on an assessment of open market value performed by a professional valuer, which confirmed that the carrying amount of the property was not significantly different from estimated fair value. This process considered current and projected economic scenarios and also developments at property tenant level. With respect to the components of the Group’s investment property, at the end of every reporting period, when an external valuation is not carried out the Directors assess whether any significant changes in actual circumstances and developments have been experienced since the last external valuation. On an annual basis, management updates internally developed valuation models which are based on the discounted cash flow and comparable sales value approaches, for the purpose of ascertaining whether the carrying amount of the key components within the Group’s property portfolio are significantly different from estimated fair values. Management considers developments at tenant and specific property level, and also the estimated impacts of the prevailing economic climate. An adjustment to the carrying amount of the property is only reflected if it has been determined that there has been significant change. This assessment is also carried out by the Directors of the Group’s jointly controlled entity in respect of the entity’s investment property. No adjustments to the carrying amount of the Group’s and jointly controlled entity's investment property were deemed necessary as at end of the reporting period. We focused on this area because of the significance of the carrying value of the Group's and joint venture's property in the respective Statements of Financial Position, together with the judgemental nature of the assumptions used in the valuation models, such as the sales price per car space or per square metre, projected rental income streams and the discount rates applied. International macroeconomic uncertainties and geopolitical developments have contributed to significant inflationary pressures and interest rate hikes which have also impacted the local economy. These factors have given rise to increased estimation uncertainty with respect to key assumptions underlying the valuation of investment property. Further disclosure is included in Note 7 (Investment Property) and Note 9 (Investments in joint venture). | We reviewed management’s internally developed valuation models refreshed as at the end of the current reporting period, which were utilised by management to assess the carrying amount by determining fair values of the different components of the Group’s investment property. We reviewed the independent valuation report in respect of investment property owned by Mid Knight Holdings Limited, the joint venture, which was commissioned during the year ended 31 December 2021, and the entity’s internal valuation model updated as at 31 December 2023. We confirmed that the valuation approach for each property and the valuation models utilised in determining the fair value of property were in accordance with professional valuation standards. We engaged our in-house valuation experts to critique and challenge the principal assumptions used in the valuation report for the office block of Mid Knight Holdings Limited and management’s internal valuation models referred to above which have been updated by management as at the end of the current financial year for each component of the Group's and the jointly controlled entity’s property to support the carrying amounts. Our valuation experts have reviewed the valuation report and the valuation models updated by management within the ambit of their assessments. The principal assumptions include the projected cashflows, estimated sale market rates or prices, and the discount rate applied for certain properties. Third party evidence and other data was obtained to corroborate the assumptions. We tested the mathematical accuracy of the calculations. We have also assessed the developments at tenant level and in the plans specific to each investment property component, and the impact which all these have on the carrying amount of the assets as at the end of the reporting period. Our valuation experts have considered the prevailing macroeconomic and market conditions giving rise to a certain degree of economic uncertainty. Management's assessment considers the estimated impact on the fair valuation of specific elements of investment property taking cognisance of discounted projected cash flows for the entire term of the emphyteutical grant and also, developments in the strategy of the Group and the jointly controlled entity in respect of the management of the investment property portfolio. Moreover, the estimated sales values of other elements of investment property have been assessed in the light of the developments described above. We discussed the outcome of management's assessments with the Audit Committee. Management's valuation models and the independent valuation report confirmed that there are no significant differences between carrying amounts and estimated fair values as at 31 December 2023 as we concluded, based on our audit work, that the outcome of the management and external assessments in respect of the overall carrying amounts of the investment property portfolio as at 31 December 2023 was within a reasonable range of values.
Inventory Valuation relating to the Group and the Parent Company The carrying amount of inventory at Group and Parent Company level represents the value of land, development and borrowing costs attributable to the various phases of the Manoel Island and Tigné Point project which are either held for sale or under development as at 31 December 2023, analysed by project phase. For each project phase, management assesses whether inventory is carried at the lower of cost and net realisable value, on the basis of projected financial information pertaining to the respective phases. In the course of updating its impairment assessments as at 31 December 2023 in respect of specific elements within the Group’s inventory, management considered particular developments at specific property level and reflected an impairment charge of €1.1m to adjust the carrying amount of a non-core component of the Group’s inventory portfolio to its estimated realisable value. Taking cognisance of the impacts of macroeconomic and geopolitical developments on projected market conditions, management’s assessments indicate that no other impairment indicators have been registered as at 31 December 2023 in respect of the key inventory elements, also as these are principally expected to generate sales revenues in a few years’ time. We focused on this area because of the significance of the carrying value of inventories, which includes costs attributable to the Manoel Island project, in the Group’s Statement of Financial Position and the judgemental nature of the assumptions used by management in the assessments referred to above. Further disclosure is included in Note 11 (Inventories - Development project). | We understood and evaluated the assessment performed by management to ascertain whether inventory is carried at the lower of cost and net realisable value, for all inventory elements including the Manoel Island project. Our audit procedures included a review, also with the assistance of our valuation experts, of the projected financial information for the different project phases prepared by management with the objective of estimating recoverable amounts. We have also considered the recent local and international economic developments on the carrying amount of the assets. In particular, our valuation experts have reviewed the manner in which the estimated impacts of these developments have been reflected within the principal assumptions underlying management’s assessments. Our valuation experts have considered the prevailing macroeconomic and market conditions giving rise to a certain degree of economic uncertainty. In relation to the Manoel Island project, we are aware that during by 31 December 2022, the Group had submitted an application for the full development permit. We have also taken cognisance of the fact that the Group is a party to a non-binding memorandum of understanding with AC Enterprises Limited to explore the possibility of establishing a joint venture with respect to the development of Manoel Island. We have also taken into account the developments during the current financial year and after the end of the reporting period up to the date of authorisation for issue of these financial statements, which are attributable to the process in respect of the Group’s application for the full development permit. These developments are disclosed within the financial statements and management remains confident that the Group will secure an executable development permit such that the plans of the prospective joint venture are unmodified. We have discussed with management and the Audit Committee the principal assumptions underlying the inventory assessments performed for the different inventory elements and also considered the key elements emanating from the memorandum of understanding entered into with the third party referred to above. Based on the evidence we have sighted during our procedures and the consideration of management’s assessments, nothing leads us to believe that any impairment indicators exist in respect of the Group’s inventory elements as at 31 December 2023, other than those identified by management. We concluded, based on our audit work, that the outcome of the assessments in respect of carrying amounts of inventories as at 31 December 2023 is not unreasonable and that the disclosures in the financial statements are appropriate.

How we tailored our group audit scope

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

The Group is composed of MIDI p.l.c. (the Parent Company) and its subsidiaries: Tigné Contracting Limited and T14 Investments Limited. It also holds an investment in a joint venture, Mid Knight Holdings Limited.

Full scope audit procedures were performed by PwC Malta on all the components. This, together with the additional procedures performed on the consolidation at the Group level, were sufficient to allow us to conclude on our opinion on the Group financial statements as a whole.

####

Other information

The directors are responsible for the other information. The other information comprises Directors’ report, the Statement of compliance with the Principles of Good Corporate Governance and the Remuneration Report and Statement (but does not include the financial statements and our auditor’s report thereon), which we obtained prior to the date of the auditor’s report, and the Chairman’s Message, the Chief Executive Officer’s Review of Operations and the Five Year Record, which are expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

When we read Chairman’s Message, the Chief Executive Officer’s Review of Operations and the Five Year Record, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance in accordance with International Standards on Auditing.

#### Responsibilities of the directors and those charged with governance for the financial statements

The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

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

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

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

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual Financial Report of MIDI p.l.c. for the year ended 31 December 2023, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

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

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

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

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

Opinion

In our opinion, the Annual Financial Report for the year ended 31 December 2023 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

Other reporting requirements

The Annual Report and Consolidated Financial Statements 2023 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.

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

Area of the Annual Report and Consolidated Financial Statements 2023 and the related Directors’ responsibilities | Our responsibilities | Our reporting
Directors’ report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. | We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements. In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. | In our opinion: ● the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ● the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386). We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
Statement of compliance with the Principles of Good Corporate Governance The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. | We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements. We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97. We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. | In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority. We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
Remuneration Report and Statement The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. | We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included. | In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
| Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: · adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. · the financial statements are not in agreement with the accounting records and returns. · we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. | We have nothing to report to you in respect of these responsibilities.

Other matter – use of this report

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

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Appointment

We were first appointed as auditors of the Company on 31 December 1998. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 26 years. The Company became listed on a regulated market on 23 January 2009.

Fabio Axisa

Principal

For and on behalf of

PricewaterhouseCoopers

78, Mill Street

Zone 5, Central Business District

Qormi

Malta

26 April 2024