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    MDI   MT0000420126

MIDI P.L.C.

(MDI)
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End-of-day quote Malta Stock Exchange  -  2022-05-24
0.3760 EUR   -1.05%
06/23MIDI P L C : Jackie Briffa appointed director on the board of MIDI plc
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MIDI p l c : Financial Statements for 2021

04/26/2022 | 01:42pm EDT

MIDI p.l.c.

Annual Report and Consolidated Financial Statements

31 December 2021

Company Registration Number: C 15836

Directors' report

Pages

1 - 11

Statement of compliance with the Principles of Good Corporate Governance

12 - 27

Remuneration Report and Statement

28 - 35

Statements of financial position

36 - 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 - 98

2/109

Directors' report

The Directors present their annual report and the audited Financial Statements for the year ended 31 December 2021.

Principal Activity

The MIDI Group (the "Group") comprises MIDI p.l.c. ("MIDI" or the "Company") and three subsidiaries, Tigné Contracting Limited, T14 Investments Limited and Solutions & Infrastructure Services 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.

Review of the business

The Group has registered a profit after tax of €0.6 million for the financial year ended 31 December 2021 compared to a loss after tax of €2.1 million registered during the financial year ended 31 December 2020.

Notwithstanding the profit before tax and the overall improvement in performance, the 2021 results continued to be impacted by the COVID-19 pandemic as the Company continued supporting the tenants of its commercial properties and its car park operator by way of concessions, albeit not to the same extent as in 2020.

The improvement in results is mainly driven by the sale of the remaining three apartments in the Q2 residential development which were still in inventory as at 1 January 2021. In fact, revenues from the development and sale of property segment amounted to €6.6 million (2020: €0.2 million) resulting in an operating profit of €0.7 million compared to an operating loss in 2020 amounting to €2.2 million, thus indicating the positive contribution generated from the delivery of these apartments.

Although revenues from the property rental and management segment have increased from €2.6 million in 2020 to €2.8 million in 2021 these remain impacted by the pandemic and have yet not returned to pre-pandemic levels. This uptick in revenues has resulted in an improved operating profit for this segment increasing from €1.0 million in 2020 to €1.2 million in 2021. 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 undertaken by Solutions & Infrastructure Services Limited ("SIS").

Total assets have decreased from €227.6 million as at 31 December 2020 to €225.7 million as at 31 December 2021, while the Net Asset Value has marginally increased from €101.8 million to €102.4 million as at 31 December 2021. Hence the Net Asset Value per share as at year end amounts to €0.478 compared to €0.476 as at 31 December 2020.

The Group's financial results are positively impacted by 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 50% share of MKH profits for 2021 amounts to €2.0 million compared to €1.9 million recorded in the 2020 financial statements. The profits are wholly generated from the rental operations of 'The Centre', an office block situated at Tigné Point.

1

Directors' report - continued

Review of the business - continued

The Company's focus continues to be on the development of Manoel Island. As announced on 18 February 2021 via company announcement MDI157, MIDI submitted a revised Masterplan for the Restoration and Redevelopment of Manoel Island to the Planning Authority and a fresh Environmental Impact Assessment ("EIA") to the Environmental and Resources Authority ("ERA"). This was necessitated following additional site investigations, carried out by the Company under the supervision of an independent archaeologist approved by the Superintendence of Cultural Heritage, which uncovered archaeological findings on part of the site which was previously earmarked for development. Consequently, the revised Masterplan envisages a reduction in development volumes from the previously approved volumes of 127,000sqm to 95,000sqm.

Although the reduction of development volumes impacts the overall profitability of the project, this impact is mitigated by provisions in the Deed of Emphyteusis entered with Government on 15 June 2000 which provides for specific remedies in the event that the development is impacted by archaeological findings. The Group is currently pursuing the matter with Government.

As announced via company announcement MDI166, the Planning Authority approved the Outline Permit for the revised Masterplan for the development of Manoel Island on 16 September 2021. This followed the approval of the updated EIA for the revised Masterplan by ERA on 4 June 2021. Although the Outline Permit is not subject to appeal the decision by ERA to approve the EIA has been appealed by third parties.

On 20 December 2021, MIDI further announced via company announcement MDI167, that it had entered into a non-binding memorandum of understanding with AC Enterprises Limited (C49755) to explore the possibility of establishing a joint venture with respect to the development of Manoel Island. Discussions are progressing, however, to date no transaction has been concluded.

The detailed design process for Manoel Island has commenced in earnest and it is expected that the full development permit for Manoel Island will be submitted to the Planning Authority towards the latter part of 2022.

In addition to the Manoel Island project, the Company has also been working on the final development at Tigné Point known as the Q3 Residential Block. This residential block will consist of 63 apartments and underground car parking. A full development permit was granted by the Planning Authority on 16 April 2020 which also includes the landscaping, paving and embellishment of the Garden Battery and adjoining areas. This permit was subject to an appeal which was lodged by third parties, which appeal has not been upheld by the Environmental and Planning Review Tribunal in a decision published on 5 April 2022. Notwithstanding the appeal, the Company had continued with both the design and procurement processes of the development and is now in a position to commence the civil works.

As the Maltese economy returns to a greater state of normality following the impact of the COVID-19 pandemic, the Group continues to monitor its cash flow projections to assess the pandemic's lingering effect on its operations. In addition, the Company is cognizant of the fact that the delivery of its next development, i.e. the afore-mentioned Q3 residential block, is still sometime away and hence resultant cashflows are projected for in the medium term as opposed to the short term. Furthermore, the current geopolitical tensions have resulted in price hikes of a number of commodities including building material which will need to be procured by the Company to continue with its development works, which in turn is expected to impact the profitability margins on the development and sale of property. Nonetheless, the Group expects to have sufficient liquidity and financial resources to meet its obligations and expected cash outflows after also taking into account arrangements with its bankers in respect of sanctioned bank facilities. Given the circumstances, the Board of Directors has decided to continue adopting a cautious approach and is not recommending to pay a dividend during 2022 in respect of the 2021 financial year.

2

Directors' report - continued

Information pursuant to Listing 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 nominal 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.

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.

3

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Disclaimer

Midi plc published this content on 26 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2022 17:41:04 UTC.


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Financials
Sales 2021 9,42 M 9,93 M 9,93 M
Net income 2021 0,56 M 0,59 M 0,59 M
Net Debt 2021 64,2 M 67,8 M 67,8 M
P/E ratio 2021 165x
Yield 2021 -
Capitalization 80,5 M 84,9 M 84,9 M
EV / Sales 2020 56,1x
EV / Sales 2021 16,6x
Nbr of Employees 35
Free-Float 48,0%
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Managers and Directors
Mark Portelli Chief Executive Officer & Executive Director
Jesmond Micallef Chief Financial Officer
Alec A. Mizzi Chairman
Joseph Bonello Independent Non-Executive Director
Joseph A. Gasan Independent Non-Executive Director
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