Statement of the Directors
The responsibilities of the directors are determined by applicable law and International Financial Reporting
Standards (IFRS’s) as adopted by the European Union.
The directors are responsible for preparing the annual report and the annual financial statements in accordance
with applicable law and regulations.
Netherlands law requires the directors to prepare financial statements for each financial year that give,
according to generally acceptable standards, a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the companies that are included in its consolidated accounts for that
period.
Directors are required to abide by certain guidelines in undertaking these tasks.
The directors need to select appropriate accounting policies and apply them consistently in their reports. They
must state whether they have followed applicable accounting standards, disclosing and explaining any
material departures in the financial statements.
Any judgments and estimates that directors make must be both reasonable and prudent. The directors must
also prepare financial statements on a “going concern” basis, unless it is inappropriate to presume that the
Company will continue in business.
The directors confirm that they have complied with the above requirements in preparing the financial
statements. Throughout the financial year, the directors are responsible for keeping proper accounting records
which disclose at any time and with reasonable accuracy the financial position of the Company. They are also
responsible for ensuring that these statements comply with applicable company law.
In addition, they are responsible for internal control systems that help identify and address the commercial
risks of being in business, and so safeguard the assets of the Company. They are also responsible for taking
reasonable steps to enable the detection and prevention of fraud and other irregularities.
The Board declares that the consolidated financial statements as of December 31, 2024 fairly represent the
Company’s financial condition and the results of the Company’s operations and provide the required
disclosures.
As stated in note 1(b) of the consolidated financial statements as of December 31, 2024, the board and
management estimates that the Company is unable to serve its entire debt according to the current bond's
repayment schedule in its current liquidity position, the Company intends to request the bondholders of both
series to postpone the repayment of the remaining balance of the bonds. However, there is an uncertainty if
the bondholders will approve the request. In the case that the bondholders would declare their remaining
claims to become immediately due and payable, the Company would not be in a position to settle those claims
and would need to enter to an additional debt restructuring or might operate on a going concern basis.
It should be noted that the above does not imply that these systems and procedures provide absolute
assurance as to the realization of operational and strategic business objectives, or that they can prevent all
misstatements, inaccuracies, errors, fraud and non-compliance with legislation, rules and regulations.
Furthermore, the fact that the Company has been unable to engage a Dutch statutory auditor (as indicated in
note 16 b(6) of the consolidated financial statements as of December 31, 2024) leaves the Company in the
awkward position of not being able to meet its Dutch law obligations regarding the statutory audit. Accordingly,
the Board of Directors is not in the position to fully comply with all the requirements of Article 5:25c Paragraph
2 under c. of the Netherlands Act on the Financial Supervision (Wet op het financieel toezicht).
In order to avoid an outright violation of applicable stock exchange regulations, the Company engaged EY
Israel to audit its IFRS consolidated annual accounts and to issue an auditor statement on that, which
accounts have been incorporated into this document.
Accordingly, the IFRS report which was audited by EY Israel together with the additional report ( the "2024
Financials Reports") have been submitted on March 27, 2025 to the London Stock Exchange, the Warsaw
Stock Exchange and the Tel Aviv Stock Exchange (the "Three Stock Exchanges"). At this stage the Company
is left with no other solution other than submitting the attached 2024 Financials Report, as previously
submitted to the Three Stock Exchanges, to the AFM, in accordance with the Dutch Act on the financial
supervision.
The Board Directors
Ron Hadassi
Executive Director,
David Dekel
Non-executive director and Chairman of The Board
Mariana Radu
Non-executive director
29 April 2025
27 March, 2025
PLAZA CENTERS N.V.
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Plaza Centers N.V. (“Plaza” / “Company” / “Group”) today announces its results for the year ended 31
December 2024.
Financial highlights:
• Reduction in total assets by €3.2 million to €2.6 million mainly as a result of general and legal expenses.
• Consolidated cash position as of December 31, 2024 decreased by circa €3.1 million to app. €2.6 million
(December 31, 2023: €5.7 million) as result of general and legal expenses.
• €3.4 million loss recorded at an operating level (December 31, 2022: €1.7 million loss) mainly due to legal
expenses.
• Recorded loss of €28.1 million (December 31, 2023: €38.9 million), mainly due to finance results on bonds
and translation differences due to the realization of foreign operations, general and legal expenses.
• Basic and diluted loss per share of €4.1 (31 December 2023: loss per share of €5.68).
Material events during the period:
Tax authority investigation:
On March 25, 2024 the Company announced that further to its announcement dated March 27, 2023 with
regards to the search and seizure operations carried by the Indian tax authorities at the offices of Elbit Plaza
India Management Services Private Limited (hereinafter: "EPIM") (which is a private company wholly owned
by Elbit Plaza India Real Estate Holdings Limited), EPIM has received a favorable order under which
investigation for one of the three years under investigation is completed without imposing any liability on EPIM.
Inquiry into the remaining periods of the investigation is continuing and the Company will update on any
development.
Update regarding a change Ragnar Trade holdings:
On January 31, 2024 the Company announced that, Ragnar Trade spółka z ograniczoną odpowiedzialnością
(“Ragnar Trade”) acquired about 343.9 thousand shares of the Company, which amounted to 5.02% of the
Company’s issued and paid capital. On February 5, 2024 the Company announced that Ragnar Trade
acquired share of the Company up to level of 11.70% of the Company’s issued and paid capital and on
February 19, 2024 it was announced that Ragnar Trade holdings in the Company is decreased to 4.81% of
the Company’s issued and paid capital, thus Ragnar Trade ceased to be related party of the Company.
Deferral of payment of Debentures and partial interests’ payment:
Refer to the below in Liquidity & Financing.
Dutch statutory auditor:
Refer to Note 16 (b)(6) in the annual consolidated financial statements.
Update regarding submission of a request for arbitration against Romania with respect to the "Casa
Radio" project:
On March 29, 2024 the Company announced that, it has received a further engagement letter (“Further
Engagement Letter”), from the Company’s primary legal advisers in connection with the arbitration for the
"Casa Radio" project (the "Project"). The Further Engagement Letter is in line with Company’s projected cash
flow that was approved at Bondholders’ Meeting from October 11, 2023.
On April 2, 2024 the Company filed its Reply on the merits and counter memorial on jurisdiction at the
International Centre for the Settlement of Investment Disputes.
On July 15, 2024 Plaza received a notice, on behalf of the Ministry of Finance of Romania, to start an arbitration
procedure under the rules of the London Court of International Arbitration (hereafter: "Request") against the
Company, Elbit Imaging Ltd and a third-party private investor (the Company, Elbit Imaging Ltd and the third-
party private investor will be collectively referred to below as: "the Respondents"). As part of the request, the
Ministry of Finance of Romania demands compensation from the Respondents amounting to approximately
EUR 96 million (before VAT and interest).
On October 21, 2024 Plaza submitted its response to the London Court of International Arbitration regarding
the arbitration initiated by the Ministry of Finance of Romania over the "Casa Radio" project. Plaza denies all
claims made by Romania and has filed a counterclaim seeking damages for Romania's breaches of the Public-
Private Partnership (PPP) Agreement in respect of the loss of the value of its 75% shareholding in the Project
Company.
The hearing for the ICSID arbitration, initiated by Plaza against Romania, was commenced in November 2024.
Annual General Meeting:
Annual general meeting of the Shareholders of the Company was held on December 19, 2024, all the proposed
resolutions were rejected.
Appointment of Company’s auditor:
On December 30, 2024 the Company announced that further to its previous announcement dated December
19, 2024 regarding results of Annual General Meeting, the Board of Directors of the Company decided to
reappoint KOST FORER GABBAY & KASIERER (a member of the global network of EY firms) as the audit
company authorised to audit the consolidated financial statements of the Company for the year ended
December 31, 2024 in order to ensure the reporting requirements and enable the Company’s proper
operations.
Key highlights since the period end:
Tax authority investigation:
On January 20, 2025 the Company announced that further to its announcement dated March 25, 2024 with
regards to the search and seizure operations carried by the Indian tax authorities at the offices of Elbit Plaza
India Management Services Private Limited (hereinafter: "EPIM") (which is a private company wholly owned
by Elbit Plaza India Real Estate Holdings Limited), EPIM has received a tax assessment order (from the Indian
Tax Authority) for the financial years 2022 – 2023 and with this the ongoing income tax
investigations/assessments are completed without imposing any liability on EPIM.
Commenting on the results, executive director Ron Hadassi said:
“The Company is continuing to take all necessary steps with Casa Radio Project. The Company has submitted
with the International Centre for Settlement of Investment Disputes (“ICSID”) a Request for Arbitration (the
“Request”) against Romania for compensation of losses incurred due to failure of the Romanian authorities to
cooperate, negotiate and adjust the PPP agreement. The Hearing on Jurisdiction took place in November
2024, and the Company is now awaiting the Tribunal’s ruling, which is expected to be issued in the second
half of 2025.”
For further details, please contact:
Plaza
Ron Hadassi, Executive Director 972-526-076-236
Notes to Editors
Plaza Centers N.V. (www.plazacenters.com) is listed on the Main Board of the London Stock Exchange, on
the Warsaw Stock Exchange (LSE: “PLAZ”, WSE: “PLZ/PLAZACNTR”) and, on the Tel Aviv Stock Exchange.
Forward-looking statements
This press release may contain forward-looking statements with respect to Plaza Centers N.V. future (financial)
performance and position. Such statements are based on current expectations, estimates and projections of
Plaza Centers N.V. and information currently available to the Company. Plaza Centers N.V. cautions readers
that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should
be understood that many factors can cause actual performance and position to differ materially from these
statements.
MANAGEMENT STATEMENT
During 2024 the Company continued cost reductions and partial repayments to its bondholders.
In connection with Casa Radio Project, as stated above, the Company submitted the Request and we hope
this will help us to unblock the current status of the Project. In addition, on December 05, 2024 the Company
and AFI Europe N.V. (“AFI Europe”) agreed to extend the Long Stop Date, which is the date on which the
parties will execute a share purchase agreement, subject to the satisfaction of conditions precedent (the
"SPA"), until December 31, 2025.
Due to the board and management estimation that the Company is unable to serve its entire debt according
to the current redemption date (July 1, 2025) in its current liquidity position, the Company intends to request
from the bondholders of both series (Series A and Series B) postponement of the repayment of the remaining
balance of the bonds.
Results
During the year, Plaza recorded €28.1 million loss attributable to the shareholders of the Company. This is a
decrease compared to the losses reported in 2023 (loss of €38.9 million). The losses were mainly due to
foreign currency losses on bonds (including inflation), interests’ expenses accrued on the debentures (partly
due to penalty interest calculated on the deferred principal) and translation differences due to the realization
of foreign operations; and from administrative expenses and legal costs.
Total result of operations excluding finance income and finance cost was a loss of €3.4 million in 2024
compared to the reported loss of €1.7 million in 2023. The increase was caused mainly by legal expenses.
The consolidated cash position (cash on standalone basis as well as fully owned subsidiaries) as of 31
December 2024 was €2.6 million (31 December 2023: €5.7 million).
Liquidity & Financing
Plaza ended the period with a consolidated cash position of circa €2.6 million, compared to €5.7 million at the
end of 2023.
As of December 31, 2024, the Group’s outstanding obligation to bondholders (including accrued interests) are
app. €159.2 million.
As disclosed by the Company in Note 8 in the annual consolidated financial statements, the Company was not
able to meet its final redemption obligation to its (Series A and Series B) bondholders, due on July 1, 2024.
During June 2024 the bondholders of Series A and Series B approved to postpone the final redemption date
to January 1, 2025. During November 2024, the bondholders of Series A and Series B approved to postpone
the final redemption date to July 1, 2025.
Due to the board and management estimation that the Company is unable to serve its entire debt according
to the current bonds repayment schedule in its current liquidity position, the Company intends to request the
bondholders of both series for postponement of the repayment of the remaining balance of the bonds.
However, there is an uncertainty if the bondholders will approve the request. In the case that the bondholders
would declare their remaining claims to become immediately due and payable, the Company would not be in
a position to settle those claims and would need to enter to an additional debt restructuring or might cease to
be a going concern.
Strategy and Outlook
The Company’s priorities are focused on efforts to unblock the current status of the Casa Radio project. The
Company also intends to seek for bondholders’ approval for postponement of the repayment of the bonds.
OPERATIONAL REVIEW
The Company’s current assets are summarised in the table below (as of balance sheet date):
Asset/
Project
Location
Nature of asset
Plaza’s
effective
ownership
%
Status
Casa Radio
Bucharest,
Romania
Mixed-use retail, hotel
and leisure plus office
scheme
75
for further information refer to note 5 (2) in
the annual consolidated financial
statements )
FINANCIAL REVIEW
Results
In 2024, the administrative expenses amounted to €3.3 million, an increase comparing to €1.7 million in 2023.
The increase was a result of additional expenses for legal services in respect to initiated by the Company of
an arbitration process in Romania as states above in connection with Casa Radio Project.
Net finance costs changed from €37.2 million loss in 2023 to €24.7 million loss in 2024. The main components
of net finance costs were foreign currency gain on bonds (including inflation), interests’ expenses accrued on
the debentures which includes also penalty interest calculated on the deferred principal.
As a result, the loss for the period amounted to circa €28.1 million in 2024, representing a basic and diluted
loss per share for the period of €4.1 (2023: €38.9 loss).
Balance sheet and cash flow
The balance sheet as of 31 December 2024 showed total assets of €2.6 million compared to total assets of
€5.8 million at the end of 2023, mainly as a result of general expenses and legal costs.
The consolidated cash position (cash on standalone basis as well as fully owned subsidiaries) as of 31
December 2024 decreased to €2.6 million (31 December 2023: €5.7 million).
As of 31 December 2024, Plaza has a balance sheet liability of app. €104 million from issuing bonds on the
Tel Aviv Stock Exchange. Additionally, Plaza recorded provision for interests on bonds as of December 31,
2024, in amount of €55.1 million (31 December 2023: €38.8 million).
Disclosure in accordance with Regulation 10(B)14 of the Israeli Securities Regulations (periodic and
immediate reports), 5730-1970
1. General Background
According to the abovementioned regulation, upon existence of warning signs as defined in the regulation, the
Company is obliged to attach its report’s projected cash flow for a period of two years, commencing with the
date of approval of the report ("Projected Cash Flow").
The material uncertainty related to going concern was included in the independent auditors’ report and in Note
1(b) in the consolidated financial statements as of December 31, 2024. In light of the material uncertainty that
the SPA between the Company and AFI Europe N.V. will eventually be executed and/or that the transaction
will be consummated as presented above or at all (refer to Note 5 in the consolidated financial statements as
of December 31, 2024), the board and management estimates that the Company is unable to serve its entire
debt according to the due date the bond holders approved to postpone the final redemption date. Accordingly,
it is expected that the Company will not be able to meet its entire contractual obligations in the following 12
months.
With such warning signs, the Company is providing projected cash flow for the period of 24 months following
for the coming two years.
2. Projected cash flow
The Company has implemented the restructuring plan that was approved by the Dutch Court on July 9, 2014
(the “Restructuring Plan”). Under the Restructuring Plan, principal payments under the bonds issued by the
Company and originally due in the years 2013 to 2015 were deferred for a period of four and a half years, and
principal payments originally due in 2016 and 2017 were deferred for a period of one year. During first three
months 2017, the Company paid to its bondholders a total amount of NIS 191.7 million (EUR 49.2 million) as
an early redemption. Upon such payments, the Company complied with the Early Prepayment Term (early
redemption at the total sum of at least NIS 382 million) and thus obtained a deferral of one year for the
remaining contractual obligations of the bonds.
In January 2018, a settlement agreement was signed by and among the Company and the two Israeli Series
of Bonds.
On November 22, 2018 the Company announced based on its current forecasts, that the Company expected
to pay the accrued interest on Series A and Series B Bonds on December 31, 2018, in accordance with the
repayment schedule determined in the Company's Restructuring Plan and Settlement Agreement with Series
A and Series B Bondholders from 11 January 2018 (the “Settlement Agreement”). The Company noted that it
will not meet its principal repayment due on December 31, 2018 as provided for in the Settlement Agreement.
On February 18, 2019 the Company paid principal of circa EUR 250,000 and Penalty interest on arrears of
EUR 150,000 following the bondholder’s approval to defer principal repayment to July 1, 2019.
In addition, during June 2019 the bondholders approved the deferral of the full payment of principal due on
July 1, 2019 and of 58% ("deferred interest amount") of the sum of interest (consisting of the total interest
accrued for the outstanding balance of the principal, including interest for part of the principal payment which
was deferred as of February 18, 2019, plus interest arrears for part of the principal which was fixed on February
18, 2019 and was not paid by the Company and all in accordance with the provisions of the trust deed; "the
full amount of interest"), the effective date of which is June 19, 2019, and the payment date was fixed as of
July 1, 2019. The company paid on the said date a total amount of circa EUR 1.17 million, which is only 42%
of the full amount of interest.
On July 11, 2019, the Company announced that its Romanian subsidiary had signed a binding agreement to
sell a land in Romania, and that the Company would use part of the proceeds now received by it EUR 0.75
million (hereinafter: "the amount payable"), in order to make a partial interest payment to the bondholders
(Series A) and (Series B) issued by the Company. The payment required changes in the repayment schedule
and amendments of the trust deeds which was approved unanimously by the Bondholders. The amount
payable was paid on August 14, 2019 and reflects 30% of accrued interest as of that date.
On November 17, 2019, the bondholders of Series A and Series B approved a deferral of all the scheduled
Principal payment and app. 87% of deferral of the scheduled Interest payment, both, as of December 31, 2019
to July 1, 2020.
On May 4, 2020, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date
to January 1, 2021 of all the scheduled Principal; (ii) that on July 1, 2020 the Company will pay to its
bondholders a partial interest payment in the total amount of EUR 250,000 and to deferral all other unpaid
scheduled Interest payment.
Following receiving the Settlement Amount related to the final price adjustment of the sale of Belgrade Plaza
and in light of the potential negative impact of the Covid-19 on the possibility to receive future proceeds from
the Company's plots in India, the Company decided to increase the amount to be paid to the bondholders on
July 1, 2020, from EUR 250,000 to EUR 500,000. The amount reflected 6.74% of accrued interest as of that
date.
On November 12, 2020, the bondholders of Series A and Series B approved: (i) to postpone the final
redemption date to July 1, 2021 of all the scheduled Principal; that on January 1, 2021 the Company will pay
to its bondholders a partial interest payment in the total amount of EUR 200,000 and to deferral all other unpaid
scheduled Interest payment. The amount reflected 1.84% of accrued interest as of that date.
On April 12, 2021, the bondholders of Series A and Series B approved: (i) to postpone the final redemption
date to January 1, 2022; (ii) that on July 1, 2021 the Company will pay to its bondholders a partial interest
payment in the total amount of EUR 125,000 and to deferral all other unpaid interest. The amount reflected
0.84% of accrued interest as of that date.
On November 25, 2021, the bondholders of Series A and Series B approved: (i) to postpone the final
redemption date to July 1, 2022; (ii) that on January 1, 2022 the Company will pay to its bondholders a partial
interest payment in the total amount of EUR 200,000 and to deferral all other unpaid interest. The amount
reflected 0.92% of accrued interest as of that date.
On June 16, 2022, the bondholders of Series A and Series B approved to postpone the final redemption date
to January 1, 2023.
On November 8, 2022, the bondholders of Series A and Series B approved: (i) to postpone the final redemption
date to July 1, 2023; (ii) that on January 1, 2023 the Company will pay to its bondholders a partial interest
payment in the total amount of EUR 2,000,000 and to deferral all other unpaid interest. The amount reflected
6.08% of accrued interest as of that date.
During June 2023 the bondholders of Series A and Series B approved: (i) to postpone the final redemption
date to January 1, 2024; ; (ii) that on July 1, 2023 the Company will pay to its bondholders a partial interest
payment in the total amount of EUR 750,000 and to deferral all other unpaid interest.
During November 2023, the bondholders of Series A and Series B approved: (i) to postpone the final
redemption date to July 1, 2024; (ii) that on January 1, 2023 the Company will pay to its bondholders a partial
interest payment in the total amount of EUR 200,000 and to deferral all other unpaid interest.
During June 2024 the bondholders of Series A and Series B approved to postpone the final redemption date
to January 1, 2025. During November 2024, the bondholders of Series A and Series B approved to postpone
the final redemption date to July 1, 2025.
The materialization, occurrence consummation and execution of the events and transactions and of the
assumptions on which the projected cash flow is based, including with respect to the proceeds and timing
thereof, although probable, are not certain and are subject to factors beyond the Company's control as well as
to the consents and approvals of third parties and certain risks factors. Therefore, delays in the realization of
the Company's assets and investments or realization at a lower price than expected by the Company, as well
as any other deviation from the Company's Assumptions (such as additional expenses due to suspension of
trading, delay in submitting the statutory reports etc.), could have an adverse effect on the Company's cash
flow and the Company's ability to service its indebtedness in a timely manner.
In € millions
2025
2026
Cash - Opening Balance
(2)
2.6
1.3
Proceeds from other income
(3)
-
-
Total Sources
2.6
1.3
Debentures – principal
-
-
Debentures - interest
(4)
-
-
Other operational costs
(5)
0.5
0.5
G&A expenses (including property maintenance)
(5)
0.8
0.8
Total Uses
1.3
1.3
Cash - Closing Balance
(2)
1.3
-
(1) The above cash flow is subject to the approval of the bondholders of both series to postponement of the repayment of the remaining
balance of the bonds which are due on July 1, 2025.
(2) Total cash on standalone basis as well as fully owned subsidiaries.
(3) The Company did not include any proceeds from pre-sale agreement signed with AFI, due to the uncertainty as to the fulfilment of
the conditions set out in the preliminary agreement as mentioned in Note 5(1) of the consolidated financial statements as of December
31, 2024, thus there can be no certainty an the SPA will eventually be executed and/or that the Transaction will be completed.
(4) Payments of interests are subject to the approval of the bondholders of both series.
(5) The cost includes a provision for arbitrations / legal costs based on projection of arbitration process.
(6) Total general and administrative expenses includes both cost of the Company and of all the subsidiaries.
Ron Hadassi
Executive Director
27 March 2025
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024
IN 000 EUR
CONTENTS
Page
Independent Auditors' report
2 - 5
Consolidated statement of financial position
6
Consolidated statement of profit or loss
7
Consolidated statement of comprehensive income
8
Consolidated statement of changes in equity
9
Consolidated statement of cash flows
10
Notes to the consolidated financial statements
11 - 46
- - - - - - - - - - - - - - - - - - - - - -
Report on the Audit of the Consolidated Financial Statements
Independent Auditors' Report
To the shareholders of Plaza Centers N.V.
Opinion
We have audited the consolidated financial statements of Plaza Centers N.V. and its subsidiaries ("the
Company"), which comprise the consolidated statement of financial position as at December 31, 2024 and the
consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year
then ended, and notes to the consolidated financial statements, including material accounting policy
information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Company as at December 31, 2024, and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting
Standards as adopted by the European Union.
As mentioned in note 2(a) in the consolidated financial statements, these consolidated financial statements,
with our report included, are not intended for Netherlands statutory filing purposes.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing. Our responsibilities under
those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Company in accordance with the
International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) ("IESBA Code"), and we have fulfilled our
other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw your attention to Note 1(b) in the consolidated financial statements which discloses the Company's
financial position and board and management's future plans to meet its financial liabilities.
The board and management estimate that the Company is unable to serve its entire debt to bondholders
according to the current repayment schedule in total amount of EURO 159.2 million as of December 31, 2024
which is due on July 1, 2025). The Company is dependent on the bondholders' approval for any postponement
of payments. In addition, the Company is not in compliance with the main Covenants as defined in the
restructuring plan (for more details refer also to Note 8), hence in default which could trigger early repayment
by the bondholders.
The abovementioned conditions indicate that a material uncertainty exists that casts significant doubt about
the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
Emphasis of Matter
We draw your attention to Note 5(1)(c) which discloses the risk that the public authorities may seek to
terminate the Public Private Partnership Agreement ("PPP Agreement") and/or relevant permits and/or could
seek to impose delay penalties on the basis of perceived breaches of the Company's commitments under the
PPP Agreement.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the consolidated financial statements for the year ended December 31, 2024. Except for the matter described
in the Material Uncertainty Related to Going Concern section, we have determined that there are no other
matters to communicate in our report.
Other information included in The Company’s 2024 Annual Report
Other information consists of the information included in the Annual Report, other than the financial
statements and our auditor’s report thereon. Management is responsible for the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is
to read the other information 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, 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.
Responsibilities of Management and the Board of Directors for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements
in accordance with IFRS Accounting Standards, as adopted by the European Union, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the 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 management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The board of directors is responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 International Standards on Auditing 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 consolidated financial statements.
As part of an audit in accordance with International Standards on Auditing, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated 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 Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management's 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 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 auditors' report to the related
disclosures in the consolidated 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 auditors' report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the group as a basis for forming an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and review of the
audit work performed for the purposes of the group audit. We remain solely responsible for our audit
opinion.
• We communicate with the board of directors 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.
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
We also provide the board of directors 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 the board of directors, we determine those matters that were of most
significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and
are therefore the key audit matters. We describe these matters in our auditors' 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.
The partner in charge of the audit resulting in this independent auditor's report is Mr. Yeshayahu Silberstrom.
March 26, 2025
KOST FORER GABBAY & KASIERER
Tel Aviv, Israel
A member of Ernst & Young Global
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road
Tel-Aviv 6492102, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
CONSOLIDATED STATEMENT OF FINANCIAL POSITION IN '000 EUR
December 31,
Note
2024
2023
ASSETS
Cash and cash equivalents
3
Restricted bank deposits
Prepayments and other receivables
Total current assets
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Bonds at amortized cost
8
Accrued interests on bonds
8
Trade payables
Other liabilities
7
Total current liabilities
Share capital
10
Other reserves
(19,983 )
(19,983 )
Share based payment reserve
10
Share premium
10
Accumulated deficit
(461,973 )
(433,840 )
Total equity
(157,128 )
(128,995 )
Total equity and liabilities
The notes are an integral part of the consolidated financial statements.
March 26, 2025
Ron Hadassi
David Dekel
Date of approval of the
financial statements
Executive Officer
Chairman of the Board of
Directors
CONSOLIDATED STATEMENT OF PROFIT OR LOSS IN '000 EUR
Year ended
December 31,
Note
2024
2023
Other income
4
Expenses and losses
Cost of operations
(123 )
(114 )
Share in results of equity-accounted investees
6
(52 )
Administrative expenses
13
(3,308 )
(1,724 )
Total Expenses and losses
(3,431 )
(1,890 )
Finance income
14
Finance costs
14,6
(24,881 )
(41,847 )
Finance income (costs), expenses and losses
(28,191 )
(39,141 )
Loss before income tax
(28,133 )
(38,949 )
Income tax
9
Loss for the year
(28,133 )
(38,949 )
Earnings per share
Basic and diluted loss per share (EUR)
11
(4.10
(5.68
The notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME IN '000 EUR
Year ended
December 31,
2024
2023
Loss for the year
(28,133 )
(38,949 )
Other comprehensive income
Items that are or may be reclassified to profit or loss:
Transfer to profit and loss for the realization of foreign operations
Foreign currency translation differences - foreign operations (Equity accounted
investees)
(11 )
Other comprehensive profit for the year, net of income tax
Total comprehensive loss for the year
(28,133 )
(8,207 )
The notes are an integral part of the consolidated financial statements.
- 9 -
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY IN '000 EUR
Share
capital
Share
Premium
Share based
payment
reserves
Translation
Reserve
Capital
reserve from
acquisition of
non-
controlling
interests
Accumulated
deficit
Total
Balance on January 1, 2023
(30,742 )
(19,983 )
(394,891 )
(120,788 )
Comprehensive income for the year
Net loss for the year
(38,949 )
(38,949 )
Transfer to profit and loss for the realization of foreign
operations
Foreign currency translation differences
(11 )
(11 )
Total comprehensive loss for the year
(38,949 )
(8,207 )
Balance on December 31, 2023
(19,983 )
(433,840 )
(128,995 )
Comprehensive income for the year
(28,133 )
(28,133 )
Net loss for the year
Total comprehensive loss for the year
(28,133 )
(28,133 )
Balance on December 31, 2024
(19,983 )
(461,973 )
(157,128 )
The notes are an integral part of the consolidated financial statements.
PLAZA CENTERS N.V.
- 10 -
CONSOLIDATED STATEMENT OF CASH FLOWS IN '000 EUR
Year ended
December 31,
2024
2023
Cash flows from operating activities
Loss for the year
(28,133 )
(38,949 )
Adjustments necessary to reflect cash flows used in operating activities
Net finance costs
Share of loss/gain of equity-accounted investees, net of tax
Cash flow from operations before changes in working capital
(3,373 )
(1,646 )
Changes in:
Trade receivables
(3 )
Other receivables
(53 )
Trade payables
(2 )
Other liabilities, related parties' liabilities and provisions
Cash flow from changes in working capital
Interest paid
(950 )
Interest received
Net cash used in operating activities
(3,113 )
(2,444 )
Cash from investing activities
Investment in (receipt of) restricted deposit
Net cash provided by investing activities
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents during the year
(3,103 )
(2,046 )
Effect of movement in exchange rate fluctuations on cash held
(14 )
(18 )
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
The notes are an integral part of the consolidated financial statements.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 11 -
NOTE 1: - CORPORATE INFORMATION
a. Plaza Centers N.V. ("the Company" and together with its subsidiaries, "the Group" ) was
incorporated and is registered in the Netherlands. The Company's registered office is at
The consolidated financial statements for each of the periods presented comprise the
Company and its subsidiaries (together referred to as the "Group") and the Group's interest
in jointly controlled entities.
The Company is listed on the premium segment of the Official List of the UK Listing
Authority and to trading on the main market of the London Stock Exchange ("LSE"), the
Warsaw Stock Exchange ("WSE") and on the Tel Aviv Stock Exchange ("TASE").
Until December 19, 2018 the Company's immediate parent company was Elbit Ultrasound
(Luxemburg) B.V./ s.a.r.l ("EUL"), which held 44.9% of the Company's shares. At that
date EUL informed the Company that it had signed a trust agreement according to which
EUL will deposit all of its outstanding investment with a trustee and no longer consider
itself to be the controlling shareholder of the Company. As of December 31, 2023 EUL had
sold all of the Company’s shares and therefore ceased to be a related party (please refer to
note 17).
b. Going concern and liquidity position of the Company:
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 12 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES
a. Basis of preparation of these financial statements:
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 13 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES (Cont.)
The consolidated financial statements were authorized to be issued by the Board of
Directors on March 26, 2025.
b. Functional and presentation currency:
c. Functional and presentation currency
d. Use of estimates and judgments:
The preparation of the consolidated financial statements in conformity with IFRS as
adopted by the EU requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which
form the basis of making the judgments about carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates.
Information about assumptions and estimation uncertainties that have a significant risk of
resulting in a material adjustment within the next financial year are included in the
following notes:
- Notes 5, 6 - key assumptions used in determining the net realisable value of trading
properties;
- Notes 5,16 - recognition and measurement of provisions and contingencies: key
assumptions about the likelihood and magnitude of an outflow of resources.
e. Basis of consolidation:
1. Subsidiaries:
Subsidiaries are entities controlled by the Group. The Group controls an entity when
it 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 over the entity. The
financial statements of subsidiaries are included in the consolidated financial
statements from the date on which control commences until the date on which control
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 14 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES (Cont.)
ceases. Where necessary, adjustments are made to the financial statements of the
subsidiaries in order to bring the accounting policies used in line with the ones used
by the Group in the consolidated financial statements.
f. Foreign currency:
1. Foreign currency transactions:
2. Foreign operations:
The assets and liabilities of foreign operations, including goodwill and fair value
adjustments arising on acquisition, are translated into euro at the exchange rates at
the reporting date. The income and expenses of foreign operations are translated into
euro at the exchange rates at the dates of the transactions. Foreign currency
differences are recognised in other comprehensive income, and accumulated in the
translation reserve, except to the extent that the translation difference is allocated to
non-controlling interest.
When a foreign operation is disposed of in its entirety or partially such that control,
significant influence or joint control is lost, the cumulative amount in the translation
reserve related to that foreign operation is reclassified to profit or loss as part of the
gain or loss on disposal.
If the Group disposes of part of its interest in a subsidiary but retains control, then
the relevant proportion of the cumulative amount is reattributed to non-controlling
interest.
When the Group disposes of only part of an associate or joint venture while retaining
significant influence or joint control, the relevant proportion of the cumulative
amount is reclassified to profit or loss.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 15 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES (Cont.)
If the settlement of a monetary item receivable from or payable to a foreign operation
is neither planned nor likely to occur in the foreseeable future, then foreign currency
differences arising from such item form part of the net investment in the foreign
operation. Accordingly, such differences are recognised in other comprehensive
income and accumulated in the translation reserve.
3. Index-linked monetary items:
Monetary assets and liabilities linked to the changes in the Israeli Consumer Price
Index ("Israeli CPI") are adjusted at the relevant index at each reporting date
according to the terms of the agreement.
g. Cash equivalents:
Cash equivalents are considered as highly liquid investments, including unrestricted short-
term bank deposits with an original maturity of three months or less from the date of
investment or with a maturity of more than three months, but which are redeemable on
demand without penalty and which form part of the Group's cash management.
h. Financial instruments:
1. Financial liabilities:
a) Financial liabilities measured at amortized cost:
Financial liabilities are initially recognized at fair value less transaction costs
that are directly attributable to the issue of the financial liability.
After initial recognition, the Company measures all financial liabilities at
amortized cost using the effective interest rate method.
2. De-recognition of financial liabilities:
A financial liability is derecognized only when it is extinguished, that is when the
obligation specified in the contract is discharged or cancelled or expires. A financial
liability is extinguished when the debtor discharges the liability by paying in cash,
other financial assets, goods or services; or is legally released from the liability.
i. Fair value measurement
A number of the Group's accounting policies and disclosures require the measurement of
fair value, for both financial and non-financial assets and liabilities.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 16 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES (Cont.)
When measuring the fair value of an asset or a liability, the Group uses market observable
data as far as possible. The Company's finance department reviews significant
unobservable inputs and valuation adjustments. If third party information, such as broker
quotes, is used to measure fair values, then the finance department assesses the evidence
obtained from the third parties to support the conclusion that such valuations meet the
requirements of IFRS, including the level in the fair value hierarchy in which such
valuations should be classified. Fair values are categorized into different levels in a fair
value hierarchy based on the inputs used in the valuation techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices)
- Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs)
Further information about the assumptions made in measuring fair values is included in the
following notes:
Note 15 - Financial instruments
j. Trading properties:
Trading properties are being designated for sale in the ordinary course of business and as
such are classified as trading properties (inventory) and measured at the lower of cost and
net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs to complete construction and selling expenses. If net realizable value is less
than the cost, the trading property is written down to net realizable value.
In each subsequent period, a new assessment is made of net realizable value. When the
circumstances that previously caused trading properties to be written down below cost no
longer exist or when there is clear evidence of an increase in net realizable value because
of changed economic circumstances, the amount of the write-down is reversed so that the
new carrying amount is the lower of the cost and the revised net realizable value.
The amount of any write-down of trading properties to net realisable value and all losses
of trading properties are recognised as a write-down of trading properties expense in the
period the write-down or loss occurs. The amount of any reversal of such write-down
arising from an increase in net realizable value is recognized as a reduction in the expense
in the period in which the reversal occurs.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 17 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES (Cont.)
k. Finance income and cost:
Interest income and expense which are not capitalized are recognized in the income
statement as they accrue, using the effective interest method.
l. Initial application of new Amendments
1. Amendments to IAS 21, "The Effects of Changes in Foreign Exchange Rates":
In August 2023, the IASB issued "Amendments to IAS 21: Lack of Exchangeability
(Amendments to IAS 21, "The Effects of Changes in Foreign Exchange Rates")"
("the Amendments") to clarify how an entity should assess whether a currency is
exchangeable and how it should measure and determine a spot exchange rate when
exchangeability is lacking.
The Amendments set out the requirements for determining the spot exchange rate
when a currency lacks exchangeability. The Amendments require disclosure of
information that will enable users of financial statements to understand how a
currency not being exchangeable affects or is expected to affect the entity's financial
performance, financial position and cash flows.
The Amendments apply for annual reporting periods beginning on or after January
1, 2025. Earlier adoption is permitted, in which case, an entity is required to disclose
that fact. When applying the Amendments, an entity should not restate comparative
information. Instead, if the foreign currency is not exchangeable at the beginning of
the annual reporting period in which the Amendments are first applied (the initial
application date), the entity should translate affected assets, liabilities and equity as
required by the Amendments and recognize the differences as of the initial
application date as an adjustment to the opening balance of retained earnings and/or
to the foreign currency translation reserve, as required by the Amendments .
The Company is evaluating the effects of the Amendments on its consolidated
financial statements.
2. Amendments to IFRS 9, "Financial Instruments", and IFRS 7, "Financial
Instruments: Disclosures":
On May 30, 2024, the IASB issued "Amendments to the Classification and
Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7" ("the
Amendments"). The Amendments clarify certain aspects of the classification and
measurement of financial instruments.
The Amendments address the following:
• Derecognition of liabilities via electronic payment systems: Entities may
elect to derecognize financial liabilities settled electronically before the
settlement date if conditions are met and applied consistently.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 18 -
NOTE 2:- MATERIAL ACCOUNTING POLICIES (Cont.)
• Assessment of contractual cash flows: Clarifies classification of financial
assets with ESG-linked and other contingent features. Updates definitions of
'non-recourse' and contractually linked instruments (CLIs).
• Disclosures: New IFRS 7 requirements for assets and liabilities with
contingent features (e.g., ESG-linked) and for equity investments measured
at FVTOCI.
Effective retrospectively for annual periods starting on or after January 1, 2026, with
early adoption allowed (partial early adoption permitted). Restatement of prior
periods is optional if hindsight is not used.
The Company is evaluating the implications of the adoption of the Amendments on
its consolidated financial statements.
3. IFRS 18, "Presentation and Disclosure in Financial Statements":
In April 2024, the International Accounting Standards Board ("the IASB") issued
IFRS 18, "Presentation and Disclosure in Financial Statements" ("IFRS 18") which
replaces IAS 1, "Presentation of Financial Statements".
IFRS 18 is aimed at improving comparability and transparency of communication in
financial statements. IFRS 18 builds on IAS 1, introducing new presentation
requirements for the statement of profit or loss, including specified subtotals and
disclosure of management-defined performance measures. It also sets rules for
aggregating and disaggregating financial information.
While recognition and measurement rules remain unchanged, profit or loss items
must now be classified into five categories (operating, investing, financing, income
taxes, and discontinued operations), which may affect reported operating profit.
IFRS 18 also led to related updates to IAS 7 and IAS 34.
IFRS 18 is effective for annual reporting periods beginning on or after January 1,
2027, and is to be applied retrospectively. Early adoption is permitted commencing
from January 1, 2025, subject to disclosure.
The Company is evaluating the effects of IFRS 18, including the effects of the
consequential amendments to other accounting standards, on its consolidated
financial statements.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 19 -
NOTE 3:- CASH AND CASH EQUIVALENTS
NOTE 4:- OTHER INCOME
December 31,
2024
2023
Other income (1)
58
192
58
192
(1) For 2023 - refer to Note 16(b)(5).
NOTE 5:- TRADING PROPERTIES
(1) Casa Radio:
(a) General:
In 2006 the Company entered into a PPP agreement with the Government of
Romania to develop the Casa Radio site in the city center of Bucharest ("Project")
and acquired 75% interest in the joint venture company developing the Project
("Project SPV"). After signing the PPP agreement, the Company holds indirectly
75% of the shares in the Project SPV, the remaining shares are held by the Romanian
authorities (through CNI, a Romanian company ultimately owned by the Romania
authorities)(15%) and a third-party private investor (10%).
Pursuant to the PPP agreement, the Project SPV was granted development and
exploitation rights in relation to the site for a period of 49 years, starting December
2006 (34 years remaining at the end of the reporting period). As part of its obligations
under the PPP agreement, the Project SPV has committed to construct a public
authority building ("PAB") measuring approximately 11.000 square meters for the
Romanian Government at its own cost.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 20 -
NOTE 5:- TRADING PROPERTIES (Cont.)
Large scale demolition, design and foundation works were financed by loans given
to the Project SPV by the Company. These works were performed on site until 2010.
Construction and development were put on hold due to difficulties procuring further
financing because of the global financial crisis and later, as well as, the lack of
progress in the renegotiation of the PPP agreement with the Romanian authorities,
as detailed in subsection (c) below. These circumstances (and mainly the
bureaucratic deadlock with the Romanian authorities to deal with the issues specified
below) caused the Project SPV not to meet the development timeline of the Project
as specified in the PPP agreement. However, management believes that it had
legitimate reasons for the delays in this timeline, as discussed in subsection (c)
below.
(b) Obtaining of the Detailed Urban Plan ("PUD") permit:
The Project SPV obtained the PUD for the Project in September 2012. On December
13, 2012, the Court took note of the waiver of the claim submitted by certain
plaintiffs and rejected the litigation aiming to cancel the approval of the Zonal Urban
Plan ("PUZ") for the Project. The Court decision is irrevocable.
(c) Discussions with the Romanian authorities:
Following the Court decision with respect to the PUZ, the Project SPV was required
to submit a request for building permits within 60 days from the approval date of the
PUZ/PUD and commence development of the Project within 60 days after obtaining
the building permits. The building permits have not been obtained.
Due to substantial differences between the approved PUD and stipulations in the PPP
agreement and changes in EU law concerning environmental considerations in
buildings used by public bodies, the Project SPV attempted to renegotiate the future
development of the Project with the Romanian authorities on items such as timetable,
structure, milestones and adaptation of the PAB development to the current EU
requirements. Despite many notifications sent to the Romanian authorities,
expressing a wish to renegotiate the existing PPP agreement, no major breakthrough
has been achieved. The Company may be subject to significant delay penalties under
the terms of the PPP agreement if it is determined that the Company was at fault in
causing the delays.
Because of the failure of the Romanian authorities to cooperate, negotiate and adjust
the PPP agreement, the Project SPV was not able to meet its obligations under the
PPP agreement. This resulted in a situation where the Project SPV could not "de
facto" continue the execution of the Project and created a risk that the Romanian
authorities could attempt to terminate the PPP agreement and/or to impose penalties
on the Company and the Project SPV. As of the date of approval of these
consolidated financial statements, the Project SPV has not received any termination
notification from the Romanian authorities.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 21 -
NOTE 5:- TRADING PROPERTIES (Cont.)
Still, in the case of termination of the PPP agreement, any disputes regarding the
relationship and compensation between the parties is to be determined by way of
arbitration. Management, believes that, in the case of termination, the Company has
a good case to claim compensation for damages.
The Romanian authorities undertook to discuss in good faith the restructuring of the
Project and the PPP agreement in situations where significant unexpected
circumstances arise. Further, the unresponsiveness of the Romanian authorities is a
violation of the general undertaking to support the Project SPV in the execution of
the Project as agreed in the PPP agreement.
Management has taken a number of steps in order to unblock the development of the
project and mitigate the risk of termination of the PPP agreement, including
commencing a process to identify third party investors willing and capable to join in
the development of the Project and/or potential buyers of the Company’s interest in
the Project. Management believes that reputable investors with considerable
financial strength can enhance negotiation position vis-à-vis the Romanian
authorities and assist in advancing an amicable agreement with the relevant
authorities with respect to the development of the Project. As a result of the
Company’s ongoing efforts, a pre-sale agreement for the sale of its shareholding in
the Project SPV and its interests in the Project was signed on 3 July 2019 (see
subsection (e) below).
(d) Provision in respect of PAB:
As mentioned in point (a) above, when the Company entered into an agreement to
acquire 75% interest in the Project SPV it assumed a commitment to construct the
PAB at its own costs for the benefit of the Romanian Government. As detailed in
note 5(2) below, the carrying amount of the trading property was fully written off as
of December 31, 2020. Accordingly, the Company also fully reduced the provision
in respect of the construction of the PAB as of December 31, 2020.
(e) On 3 July 2019 the Company’s wholly owned subsidiary Dambovita Center Holding
B.V (“Dambovita NL”) as seller, the Company as guarantor and AFI Europe N.V.
as buyer entered into a pre-sale agreement for the sale of the shareholding in
Dambovita Center S.R.L (“Dambovita RO”) (the "Pre-Sale Agreement"). Pursuant
to the terms of the Pre-Sale Agreement, AFI Europe N.V. shall carry out a due
diligence review which shall be completed no later than 5 September 2019 following
which, subject to the satisfaction of the other Conditions precedent in the Pre-Sale
Agreement, the parties to the Pre-Sale Agreement will execute a share purchase
agreement in the short form being Annex 3 to the Pre-Sale Agreement (the "SPA")
and an intragroup loan assignment/novation agreement.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 22 -
NOTE 5:- TRADING PROPERTIES (Cont.)
Conditions precedent in the Pre-Sale Agreement comprise inter alia (i) the
satisfactory completion of a due diligence investigation by AFI Europe N.V. by the
latest on 5 September 2019; (ii) the Romanian competition council having issued
competition approval for the transaction; (iii) publication of the contemplated sale
of the shares in Dambovita RO by Dambovita NL in the Official Gazette of the
Romanian Government and the lapse of a 30-day objection period with no opposition
being lodged; (iv) no pending or imminent material adverse change (which includes
insolvency of Dambovita RO, termination of the PPP Agreement or a significant
amendment of the terms and conditions of the PPP Agreement rendering the
fulfilment thereof more onerous; (v) issuance of a Government Decision confirming
that Dambovita NL may transfer the shares to AFI Europe N.V.(or any of its
affiliates) and that the Company and Elbit Imaging Ltd. may transfer their rights and
obligations under the PPP Agreement to AFI Europe N.V.(vi); amendment of the
PPP Agreement in order to transfer the rights of Elbit Imaging Limited and the
Company to AFI Europe N.V.; (vii) obtaining a written confirmation that the 49
years term of the PPP Agreement shall be calculated, the earliest, starting from 2012,
however, in case the 49 years concession term is calculated from any other previous
date, the parties to the Pre-Sale Agreement will try to find an amicable compromise,
discounting the Purchase Price (as defined below) to reflect the shorter concession
term; in case of such parties’ failure to reach an agreement with respect to the
discounted Purchase Price, AFI Europe N.V. has the right to consider this condition
precedent as not being fulfilled; and (viii) the receipt of approval of the General
Meeting and the Company’s bondholders for the Transaction.
Upon satisfactory completion of the due diligence to be carried out by AFI Europe,
there will be a down payment of EUR 200,000, which shall be repaid upon the
occurrence of (i) cancellation of the PPP Agreement; (ii) initiation of Dambovita
RO’s dissolution due to negative equity requirements; (iii) the existence of elements
of criminal investigation against Dambovita RO, beyond the information as
disclosed to AFI Europe or, if such investigation would be held against Dambovita
RO’s directors of employees, in case this would trigger a significant impact on the
Dambovita Project or (iv) Dambovita NL refuses to proceed to closing or is not
present at the closing date, although all the conditions precedent were fulfilled or
waived. The fulfilment of the Conditions precedent relating to the approval of the
Company’s shareholders and bondholders as referred to above must occur no later
than 5 September 2019. On 30 July 2019, the bondholders of Bonds series A and
Bonds Series B decided to authorize the Company to enter into the agreement and
execute the transaction contained therein. In addition, an extraordinary general
meeting of Shareholders of the Company held on 29 August 2019 approved the
transaction as detailed in the Notice of EGM.
On 5 September 2019 in accordance with the pre-sale agreement, AFI has paid the
down payment of EUR 200,000.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 23 -
NOTE 5:- TRADING PROPERTIES (Cont.)
PRE-SALE AGREEMENT – SPECIFIC PROVISIONS
The long stop date as referred to in the Pre-Sale Agreement (i.e. the date on which
all conditions precedent must be fulfilled and closing of the Transaction must occur)
is 15 months after the lapse of the due diligence period (5 September 2019).
Pursuant to the Pre-Sale Agreement, Dambovita NL will transfer its interest in
Dambovita RO and will assign the Intragroup Loans to AFI Europe N.V. for the
maximum consideration of EUR 60 million, subject to the fulfilment of certain
conditions (the "Purchase Price").
The Purchase Price is defined in the Pre-Sale Agreement as EUR 60 million minus
75% of Dambovita RO’s liabilities computed based on the closing accounts (being
the financial statements of Dambovita RO for the period from 1 January of the year
in which the closing of the Transaction will occur) and excluding the Intragroup
Loan, plus 75% of Dambovita RO’s available cash and other current assets as shown
in the closing accounts (as referred to above) and minus (insofar applicable) an
amount agreed upon by the parties to the Pre-Sale Agreement to be reduced from the
Purchase Price if the 49-year PPP-rights period will be calculated from any date prior
to the year 2012. The loan assignment amount (as part of the Purchase Price) will be
calculated on the Closing Date as the balance between the Purchase Price and the
price for the shares sold (being the nominal value of these shares RON 44,050,380,
which is the equivalent of USD 14,778,862).
Subject to fulfilment of the conditions precedent in the Pre-Sale Agreement as
detailed above which includes, among others, the execution of the SPA, AFI Europe
N.V. is bound to make a payment of EUR 20 million to Dambovita NL. A further
EUR 22 million is to be paid later upon the issuance by the competent authorities of
a building permit for the first stage of the Dambovita Project (the development of
the shopping mall or the office building, excluding the public authority building as
referred to above). The balance between the Purchase Price and the payments already
made, will be paid out to Dambovita NL upon all permits required for the operation
of any of the components (office building or shopping mall) of the first stage of the
Dambovita Project including a fire permit and the operation permit having been
obtained. In addition the Company and Dambovita NL, granted the AFI Europe N.V.
indemnification, jointly and severally, for some warranties under the Pre-Sale
Agreement, which customary in such transactions.
On November 2, 2020, the Company, Dambovita NL and AFI Europe N.V. ("AFI",
and together with the Company, the "Parties") entered into an addendum to the pre-
sale pursuant to which the Parties agreed to extend the Long Stop Date, which is the
date on which the parties will execute a share purchase agreement, subject to the
satisfaction of conditions precedent, until December 31, 2021.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 24 -
NOTE 5:- TRADING PROPERTIES (Cont.)
The Parties have further agreed that in case of any litigation and/or arbitration
process to which the Company is a party, will result in the loss of any of their rights
under the PPP Agreement with the Government of Romania to develop the Casa
Radio site in the city center of Bucharest, AFI shall no longer be bound by its
obligations under the Agreement and the Company shall reimburse AFI with the
entire advance payment of EUR 200,000 already paid by AFI. The prepayment of
EUR 200,000 is included in Other Liabilities in the consolidated statement of
financial position. The Addendum was subject to the approval of the Company’s
bondholders which was obtained on 12 November 2020.
On December 20, 2021 the Company, Dambovita NL and AFI have signed an
additional addendum to the Agreement (the "Addendum 2") which pursuant to the
Addendum 2 the Parties agreed to extend the Long Stop Date until December 31,
2022.
On December 13, 2022 the Company, Dambovita NL and AFI have signed an
additional addendum to the Agreement (the "Addendum 3") which pursuant to the
Addendum 3 the Parties agreed to extend the Long Stop Date until December 31,
2023.
On December 4, 2023 the Company, Dambovita NL and AFI have signed an
additional addendum to the Agreement (the "Addendum 4") which pursuant to the
Addendum 4 the Parties agreed to extend the Long Stop Date until December 31,
2024.
Further to the above, on December 5, 2024 the Company, Dambovita NL and AFI
have signed an additional addendum to the Agreement (the "Addendum 5") which
pursuant to the Addendum 5 the Parties agreed to extend the Long Stop Date until
December 31, 2025.
As of the date hereof, there can be no certainty that either the conditions precedent
in the Pre-Sale Agreement as detailed above will be met, that the Sale Agreement
will be executed and/or that the Transaction will be consummated as presented above
or at all.
(2) Write-down of trading properties:
Trading properties are measured at the lower of cost and net realizable value.
Determining net realizable value is inherently subjective as it requires estimates of future
events and takes into account special assumptions in the valuations, many of which are
difficult to predict.
Actual results could be significantly different than the Company's estimates and could have
a material effect on the Company's financial results.
These valuations become increasingly difficult as they relate to estimates and assumptions
for projects in the preliminary stage of development.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 25 -
NOTE 5:- TRADING PROPERTIES (Cont.)
Management is responsible for determining the net realizable value of the Group's trading
properties.
As detailed above, despite many notifications sent to the Romanian authorities expressing
a wish to renegotiate the existing PPP agreement, no major breakthrough could be
achieved, in addition, the Romanian authorities have not cooperated substantively with the
Company’s request to approve the transfer of the Company’s shares in the Project SPV and
its interest in the Project to AFI.
Because of the abovementioned issues surrounding the satisfaction of the conditions
precedent in the pre-sale agreement, it is currently not certain whether the sale agreement
as contemplated in the pre-sale agreement would be entered into and whether therefore the
transaction with AFI would proceed. As such the Company, Dambovita NL and AFI
Europe N.V. agreed to extend the Long Stop Date until December 31, 2025. Additionally,
as the external appraisers, in their opinion from the previous years did not reflect the risk
related to the uncertainty in respect of fulfilment of the conditions precedent set out in the
pre-sale agreement, as described above, management has concluded that it can’t measure
the net realizable value of the Project based on either the pre-sale agreement or based on
the residual value approach as management would need to assume that it would receive the
Romanian authorities approval to restructure and adjust the PPP agreement. As a result, the
value of the trading property of the Project was fully reduced.
Still, the Company believes that despite this reduction there is no change in the value of
the Company’s rights under the PPP Agreement. In addition, management, believes that
the Company has a good case to claim compensation for economic damages. On the other
hand, if the Company comes to an understanding with the Romanian authorities, it will
measure the Casa Radio NRV to reflect its updated financial projections.
The Company is actively pursuing all available options, including legal avenues, to achieve
progress. On May 16, 2022, it submitted a Request for Arbitration with the International
Centre for Settlement of Investment Disputes (“ICSID”) against Romania, seeking full
compensation for losses incurred due to Romania’s failure to cooperate, negotiate, and
adjust the PPP agreement (as outlined in Note 5(1)(c)). These claims include the
Company’s investment in the Project SPV, loss of potential profit, and arbitration costs.
The Request was registered on June 3, 2022, and the Tribunal was constituted on November
1, 2022. The Company filed its Memorial and supporting evidence on April 6, 2023, and
successfully opposed Romania’s Request for Bifurcation on May 18, 2023, ensuring the
Arbitration proceeds as a single phase.
The hearing was held in the fourth quarter of 2024, and the Tribunal's decision is expected
in the summer of 2025.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 26 -
NOTE 5:- TRADING PROPERTIES (Cont.)
On July 12, 2023, Plaza and Dambovita Center SRL (a subsidiary of Plaza and the Project
Company in charge of the Casa Radio Project) received a notice of default from the
Ministry of Finance under the public-private partnership contract governing the Casa Radio
Project.
On July 15, 2024, Plaza received a notice from the Romanian Ministry of Finance initiating
arbitration under London Court of International Arbitration (“LCIA”) rules against the
Company, Elbit Imaging Ltd, and a third-party private investor (collectively, the
"Respondents"). The Ministry seeks approximately EUR 96 million in compensation
(excluding VAT and interest).
The Company denies all claims formulated by the Ministry of Finance, including any made
in the ongoing ICSID arbitration with Romania.
NOTE 6:- EQUITY ACCOUNTED INVESTEES
The Group held 47.5% interest in Elbit Plaza India Real Estate Holdings Ltd. (EPI), a
Cyprus-based entity engaged in mixed-use large-scale projects.
During 2023 the investee's operation has been closed, and accordingly, a total of EUR 30.7
million was transferred from the translation difference fund accrued in respect of this
foreign activity to profit or loss.
NOTE 7:- OTHER LIABILITIES
December 31,
2024
2023
Prepayments (*)
200
200
Salaries and related expenses (**)
12
23
Accrued expenses
336
249
Total
548
472
(*) Comprises EUR 200 thousand payable due to down payment in regard to pre-sale
agreement for the sale of Casa Radio Project (refer to note 5(1)(e)).
(**) Refer to Note 17.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 27 -
NOTE 8:- BONDS
a. Composition:
Effective
interest rate
Contractual
interest rate
Principal
final
maturity
Carrying
amounts
as at
December 31
2024
Series A Bonds
11.58%
CPI+8%
(*)
July 2025
42,943
Series B Bonds
13.83%
CPI+8.9%
(*)
July 2025
61,097
104,040
(*) Including 2% interest on arrears
b. Mandatory repayments subsequent to the reporting date (without early repayments):
2025
104,040
104,040
(1) Pursuant to the Company's Restructuring Plan, the Company will assign 78% of the
net proceeds received from the sale or refinancing of any of its assets as early
repayment.
(2) Approved amendment to an early prepayment term under the Restructuring Plan
The Company has implemented the restructuring plan that was approved by the
Dutch Court on July 9, 2014 (the "Restructuring Plan"). Under the Restructuring
Plan, principal payments under the bonds issued by the Company and originally due
in the years 2013 to 2015 were deferred for a period of four and a half years, and
principal payments originally due in 2016 and 2017 were deferred for a period of
one year.
During the first three months of 2017, the Company paid to its bondholders a total
amount of NIS 191.7 million (EUR 49.2 million) as an early redemption. Upon such
payments, the Company complied with the Early Prepayment Term (early
redemption at the total sum of at least NIS 382,000,000 (approximately EUR 98
million)) and thus obtained a deferral of one year for the remaining contractual
obligations of the bonds.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 28 -
NOTE 8:- BONDS
In addition to the above, the following terms were approved by the bondholders:
(a) Casa Radio proceeds - If the Company shall sell the Casa Radio project
located in Romania (hereinafter: the "Project") to a third party, including by
way of selling its holdings in any of the entities through which the Company
holds the project (and said sale shall be carried out before the full repayment
of the bonds and until no later than December 31, 2019, and for an amount
which exceeds EUR 45 million net (i.e. after brokerage fees (if any), taxes,
fees, levies or any other obligatory payment due to any authority in respect to
the said sale) which shall actually be received by the Company, then the
holders of bonds shall be eligible for a one-time payment (which shall come
in addition to the principal and interest payments in accordance with the
repayment schedule), in certain amounts specified in tranches.
(b) Registering of Polish bonds for trade - the Company has committed to
undertake best efforts to admit the Polish bonds for trading on the Warsaw
Stock Exchanges and proceeding in this respect are ongoing.
(c) Deferred debt ratio of Series B bonds - were reduced to 68.24% from 70.44%
following the cancellation of the treasury bonds. The ratio has been changed
for Series B bonds in order to maintain a distribution ratio between the three
series.
c. Settlement agreement with Bondholders of Israeli Series of Bonds:
In January 2018, a settlement agreement was signed by and among the Company and the
two Israeli Series of Bonds ("Settlement Agreement"). In the Settlement Agreement it was
agreed, inter alia, to approve:
- New repayment ratios between the two Israeli Series of Bonds (new ratio: Bond A-
39% Bond B- 61%);
- An increase in the level of the mandatory early repayments from 75% to 78% of the
relevant net income;
- New repayment schedule;
- An increase in the compensation to be paid to the Bondholders in the event of
successful disposal of Casa Radio Project;
- A waiver of claims to the Company and its directors and officers; and
- To waive the request for publication of quarterly financial reports by the Company.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 29 -
NOTE 8:- BONDS (Cont.)
As a result of settlement agreement signing, Series A Bondholders withdraw their request
for immediate repayment.
It is clarified that the Settlement Agreement is a separate agreement among the parties
thereto with respect to the Company's restructuring plan, and as such has no effect on the
Polish Bondholders.
On January 31, 2018 the Company paid the bondholders a total amount of principal and
interest of EUR 38,487 thousand.
(1) The net cash flow received by the Company following an exit or raising new
financial indebtedness (except if taken for the purpose of purchase, investment
or development of real estate asset) or refinancing of real estate assets after
the full repayment of the asset's related debt that was realized or in respect of
a loan paid in case of debt recycling (and in case where the exit occurred in
the subsidiary - amounts required to repay liabilities to the creditors of that
subsidiary) and direct expenses in respect of the asset (any sale and tax costs,
as incurred), will be used for repayment of the accumulated interest till that
date in all of the series (in case of an exit which is not one of the four shopping
centres only 50% of the interest) and 78% of the remaining cash (following
the interest payment) will be used for an early repayment of the close principal
payments for each of the series (A, B, Polish) each in accordance with its
relative share in the deferred debt. Such prepayment will be real repayment
and not in bond purchase.
(2) On November 22, 2018 the Company announced based on its current
forecasts, the Company expected to pay the accrued interest on Series A and
Series B Bonds on December 31, 2018, in accordance with the repayment
schedule determined in the Company's Restructuring Plan and Settlement
Agreement with Series A and Series B Bondholders from 11 January 2018
(the "Settlement Agreement"). The Company noted that it will not meet its
principal repayment due on December 31, 2018 as provided for in the
Settlement Agreement. The Company may be able to partially pay the said
principal depending, among other things, on the actual sale of assets and
taking into consideration the cash needs in accordance with the scope of the
forecasted activity.
2019
Following the announcement of the Company from January 2019, the Company repaid in
February 2019 circa EUR 400,000 (principal of circa EUR 250,000 and penalty interests
of circa EUR 150,000) to its Series A and Series B. As provided for in the Settlement
Agreement, the bondholders approved the deferral of payment to July 1, 2019.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 30 -
NOTE 8:- BONDS (Cont.)
In addition, during June 2019 the bondholders approved the deferral of the full payment of
principal due on July 1, 2019 and of 58% ("deferred interest amount") of the sum of interest
(consisting of the total interest accrued for the outstanding balance of the principal,
including interest for part of the principal payment which was deferred as of February 18,
2019, plus interest arrears for part of the principal which was fixed on 18.2.2019 and was
not paid by the Company and all in accordance with the provisions of the trust deed; "the
full amount of interest"), the effective date of which is 19.06.2019, and the payment date
was fixed as of 01.07.2019. The Company paid on the said date a total amount of circa
EUR 1.17 million of which is only 42% of the full amount of interest.
On July 11, 2019, the Company announced that its Romanian subsidiary had signed a
binding agreement to sell land in Miercurea Ciuc, Romania, and that the Company would
use part of the proceeds now received by it EUR 0.75 million (hereinafter: "the amount
payable"), in order to make a partial interest payment to the bondholders (Series A) and
(Series B) issued by the Company. The payment required changes in the repayment
schedule and amendments of the trust deeds which was approved unanimously by the
Bondholders. The amount payable was paid on August 14, 2019 and reflects 30% of
accrued interest as of that date.
On November 17, 2019 the bondholders of Series A and Series B approved a deferral of
all the scheduled Principal payment and app. 87% of deferral of the scheduled Interest
payment, both, as of December 31, 2019 to July 1, 2020.
Accordingly, in December 2019, Company made a partial interest payment in amount of
circa EUR 0.6 million of which is only 13% of the full amount of interest.
2020
On May 4, 2020, the bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to January 1, 2021 of all the scheduled Principal; (ii) that on July 1,
2020 the Company will pay to its bondholders a partial interest payment in the total amount
of EUR 0.25 million and to defer all other unpaid scheduled Interest payment.
Following receiving the Settlement Amount related to the final price adjustment of the sale
of Belgrade Plaza and in light of the potential negative impact of the Covid-19 on the
possibility to receive future proceeds from the Company's plots in India, the Company
decided to increase the amount to be paid to the bondholders on July 1, 2020, from EUR
0.25 million to EUR 0.5 million. The amount reflected 6.74% of accrued interest as of that
date.
On November 12, 2020, the bondholders of Series A and Series B approved: (i) to postpone
the final redemption date to July 1, 2021 of all the scheduled Principal; that on January 1,
2021 the Company will pay to its bondholders a partial interest payment in the total amount
of EUR 0.2 million and to defer all other unpaid scheduled Interest payment. The amount
reflected 1.84% of accrued interest as of that date.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 31 -
NOTE 8:- BONDS (Cont.)
2021
On April 12, 2021, the bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to January 1, 2022; (ii) that on July 1, 2021 the Company will pay to
its bondholders a partial interest payment in the total amount of EUR 125,000 and to defer
all other unpaid interest. The amount reflected 0.84% of accrued interest as of that date.
On November 25, 2021, the bondholders of Series A and Series B approved: (i) to postpone
the final redemption date to July 1, 2022; (ii) that on January 1, 2022 the Company will
pay to its bondholders a partial interest payment in the total amount of EUR 200,000 and
to defer all other unpaid interest. The amount reflected 0.92% of accrued interest as of that
date.
2022
On June 16, 2022, the bondholders of Series A and Series B approved to postpone the final
redemption date to January 1, 2023.
On November 8, 2022, the bondholders of Series A and Series B approved: (i) to postpone
the final redemption date to July 1, 2023; (ii) that on January 1, 2023 the Company will
pay to its bondholders a partial interest payment in the total amount of EUR 2,000,000 and
to defer all other unpaid interest. The amount reflected 6.08% of accrued interest as of that
date.
2023
Further in 2023, the bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to January 1, 2024; (ii) that on July 1, 2023 the Company will pay to
its bondholders a partial interest payment in the total amount of EUR 750,000 and to defer
all other unpaid interest. The amount reflected 2.18% of accrued interest as of that date.
On November 11, 2023, the bondholders of Series A and Series B approved: (i) to postpone
the final redemption date to July 1, 2024; (ii) that on January 1, 2024 the Company will
pay to its bondholders a partial interest payment in the total amount of EUR 200,000 and
to defer all other unpaid interest. The amount reflected 0.51% of accrued interest as of that
date.
2024
Further in 2024, the bondholders of Series A and Series B approved: (i) to postpone the
final redemption date to July 1, 2025.
As detailed in Note 1(b) the Company expects that it will not be able to meet its entire
contractual obligations in the following 12 months.
Accordingly, it intends to request the bondholders of both series to postponement of the
repayment of the remaining balance of the Bonds.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 32 -
NOTE 8:- BONDS (Cont.)
d. Covenants:
The bonds’ covenants are detailed in Note 16(b)(1).
In respect of the Coverage Ratio Covenant ("CRC"), as defined in the restructuring plan,
as at December 31, 2024 the CRC is not in compliance with 118% minimum ratio required.
e. Credit rating:
In January 2018, Standard & Poor's Maalot, the Israeli credit rating agency which is a
division of International Standard & Poor's has discontinued tracking Plaza's rating at the
Company's request.
NOTE 9:- INCOME TAXES
a. Unrecognized deferred tax assets:
Deferred tax assets have not been recognized in respect of tax losses in a total amount of
EUR 97,432 thousand (2023: EUR 97,547 thousand). Deferred tax assets have not been
recognized in respect of these items because it is not probable that future taxable profit will
be available against which the Group can utilize the benefits. From January 1, 2022
onwards, an indefinite loss carry forward applies.
Tax losses are mainly generated from operations in the Netherlands. Tax settlements may
be subject to inspections by tax authorities. Accordingly, the amounts disclosed in the
financial statements may change at a later date as a result of the final decision of the tax
authorities.
b. Reconciliation of effective tax rate:
2024
2023
Dutch statutory income tax rate
25.8%
25.8%
Loss from continuing operations before income taxes
(28,133)
(8,196)
Tax benefit at the Dutch statutory income tax rate
(7,259)
(2,115)
Effect of tax rates in foreign jurisdictions
220
256
Current year tax loss and other timing differences for
which no deferred taxes are created
7,039
1,808
Non-deductible expenses (exempt income)
-
51
Tax Expense
-
-
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 33 -
NOTE 9:- INCOME TAXES (Cont.)
c. The main tax laws imposed on the Group companies in their countries of residence:
The Netherlands:
a. Companies resident in the Netherlands are subject to corporate income tax at
the general rate of 25.8%. The first EUR 200,000 of profits is taxed at a rate
of 19%. In 2021, 2020, and 2019 tax losses may be carried back for one year
and carried forward for six years (for 2018 and before – nine years). From
January 1, 2022 onwards, an indefinite loss carry forward applies. For the
carry forward of losses, losses incurred in financial years that started on or
after 1 January 2013 also fall under the new scheme that comes into effect on
1 January 2022, so these losses will be indefinite.
b. Starting January 1, 2022 losses will be offset (forward or backward) in
accordance with the following restrictions:
1. Up to 1 million EUR - unlimited
2. Over 1 million EUR - against 50% of the remaining profit in that year
c. The Dutch participation exemption gives a full exemption from corporation
tax applies to benefits such as dividends and capital gains derived from a
qualifying participation. The participation exemption generally applies if the
parent Company holds at least 5 percent of the shares in the participation. The
requirements to meet the participation exemption are as follows:
1. The parent Company has an interest of at least 5 percent in the
participation; and
2. At least one of the following three tests is met:
a) The parent Company's objective with respect to its participation is
to obtain a return that is higher than a return that may be expected
from normal active asset management ("Motive Test"); or
b) The participation is subject to a "reasonable taxation" according to
Dutch tax standards ("Subject-to-Tax Test"); or
c) The direct and indirect assets of the participation generally consist
of less than 50 percent of 'low taxed free passive investments'
("Asset Test").
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 34 -
NOTE 10:- EQUITY
December 31,
2024
2023
Remarks
Number of shares
Authorized ordinary shares of par value EUR 1 each
10,000,000
10,000,000
Issued and fully paid
6,855,603
6,855,603
Restriction of dividend
The Company shall not make any dividend distributions, unless (i) at least 75% of the Unpaid
Principal Balance of the Bonds has been repaid
and the Coverage Ratio on the last Examination
Date prior to such Distribution is not less than 150% following such Distribution, or (ii) a Majority
of the Plan Creditors consents to the proposed Distribution.
Notwithstanding the aforesaid, in the event an additional capital injection of at least EUR 20
million occurs, then after one year following the date of the additional capital injection, no
restrictions other than those under the applicable law shall apply to dividend distributions in an
aggregate amount of up to 50% of such additional capital injection.
NOTE 11:- EARNINGS PER SHARE
NOTE 12:- EMPLOYEE SHARE OPTION PLAN
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 35 -
NOTE 13:- ADMINISTRATIVE EXPENSES
NOTE 14:- FINANCE INCOME AND FINANCE COSTS
Year ended
December 31
2024
2023
Foreign currency gain on bonds (including inflation)
-
4,453
Other finance income
121
143
Finance income
121
4,596
Interest expense on bonds
(16,289)
(11,081)
Other finance expenses
(15)
(13)
Foreign currency loss on bonds (including inflation)
(8,577)
-
Translation differences due to the realization of foreign
operations (1)
-
(30,753)
Finance costs
(24,881)
(41,847)
Net finance costs
(24,760)
(37,251)
(1) Refer to Note 6
NOTE 15:- FINANCIAL INSTRUMENTS
Financial Risk Management:
Overview
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 36 -
NOTE 15:- FINANCIAL INSTRUMENTS (Cont.)
This Note presents information about the Group's exposure to each of the above risks, the Group's
objectives, policies and processes for measuring and managing risk, and the Group's management
of capital.
The Board of Directors has established a continuous process for identifying and managing the
risks faced by the Group (on a consolidated basis), and confirms that it is responsible to take
appropriate actions to address any weaknesses identified.
The Group's risk management policies are established to identify and analyse the risks faced by
the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Group's activities.
The Company's Audit Committee oversees how management monitors compliance with the
Group's risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Group.
a. Credit risk:
Credit risk is the risk of financial loss to the Group if a counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group's
financial instruments held in banks and from other receivables.
Management had a credit policy in place and the exposure to credit risk is monitored on an
ongoing basis.
Cash and deposits and other financial assets
The Group limits its exposure to credit risk in respect to cash and deposits, by investing
mostly in deposits and other financial instruments with counterparties that have a credit
rating of at least investment grade from international rating agencies. Given these credit
ratings, management does not expect any counterparty to fail to meet its obligations.
b. Liquidity risk:
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as
they fall due. For detailed information refer to Note 1(b).
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated
interest payments and excluding the impact of netting agreements:
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 37 -
NOTE 15:- FINANCIAL INSTRUMENTS (Cont.)
December 31, 2024
Non-derivative
financial
liabilities
Carrying
amount
Contractual
cash flow
6 months or
less
6-12
months (*)
Bonds issued (*)
(159,171)
(159,171)
-
(159,171)
Trade and other
payables
(348)
(348)
(348)
-
(159,519)
(159,519)
(348)
(159,171)
December 31, 2023
Non-derivative
financial
liabilities
Carrying
amount
Contractual
cash flow
6
months
or less
6-12
months
(*)
Bonds issued (*)
(134,304)
(134,106)
-
(134,106)
Trade and
other payables
(271)
(271)
(271)
-
(134,377)
(134,377)
(271)
(134,106)
(*) Refer to Note 8.
c. Market risk:
Currency risk:
Currency risk is the risk that the Group will incur significant fluctuations in its profit or
loss as a result of utilizing currencies other than the functional currency of the respective
Group Company.
The Group is exposed to currency risk mainly on borrowings (Bonds issued in Israel) that
are denominated in NIS.
The following exchange rate of EUR/NIS applied during the year:
Reporting date
Average rate
Spot rate
EUR
2024
2023
2024
2023
NIS 1
0,250
0,251
0,263
0,249
NIS denominated bonds – a change of 5 percent in EUR/NIS rates at the reporting date
would increase/decrease loss by circa EUR 5 million, as a result of having issued NIS
linked Bonds.
This effect assumes that all other variables, in particular CPI index, remain constant.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 38 -
NOTE 15:- FINANCIAL INSTRUMENTS (Cont.)
Interest Rate Risk (including inflation):
The Group's interest rate risk arises mainly from Bonds issued at fixed interest rate expose
the Group to changes in fair value, if the interest is changing. Pursuant to the Company's
Restructuring Plan, as described in note 8, the Company executes only partial interests
payments based on current sources and subject to approval of bondholders of both series.
Sensitivity analysis - effect of changes in Israeli CPI on carrying amount of NIS bonds
A change of 3 percent in Israeli Consumer Price Index ("CPI") at the reporting date (and in
2023) would have increased (decreased) profit or loss by the amounts shown below. This
analysis assumes that all other variables, in particular foreign currency rates, remain
constant.
Profit (loss) effect
For the year ended
December 31,
Carrying amount
of bonds
CPI increase
effect
CPI
decrease effect
2024
104,040
(3,121)
3,121
2023
95,462
(2,864)
2,864
Shareholders' equity management:
Refer to Note 10 in respect of shareholders equity components in the restructuring plan
including dividend policy. The Company's Board of Directors is updated on any possible
equity issuance, in order to assure (among other things) that any changes in the shareholders
equity (due to issuance of shares, options or any other equity instrument) is to the benefit
of both the Company's bondholders and shareholders.
Fair values:
The table below is a comparison between the carrying amount and fair value of the
Company's financial instruments that are presented in the financial statements not at fair
value:
Carrying amount
Fair value (*)
2024
2023
2024
2023
Bonds A at amortized cost - Israeli
bonds
42,943
39,403
3,204
2,991
Bonds B at amortized cost - Israeli
bonds
61,097
56,059
4,566
5,176
(*) The fair value is based on Level 1 in fair value hierarchy and measured based on
market quote.
Management believes that the carrying amount of cash, receivables and trade payables
approximate their fair value due to the short-term maturities of these instruments.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 39 -
NOTE 16:- CONTINGENT LIABILITIES AND COMMITMENTS
a. Contingent liabilities and commitments to related parties:
1. The Company entered into an indemnity agreement with all of the Company's
directors and senior management - the maximum indemnification amount to be
granted by the Company to the directors shall not exceed 25% of the shareholders'
equity of the Company based on the shareholders' equity set forth in the Company's
last consolidated financial statements prior to such payment. No consideration was
paid by the Company in this respect since the agreement was signed.
2. The Company maintains Directors' and Officers' liability cover, presently at the
maximum amount of USD 5 million for a term of 12 months commencing on May
1, 2024. Pursuant to the terms of this policy, all the Directors and Senior Managers
are insured.
b. Contingent liabilities and commitments to others:
1. As part of the completion of the restructuring plan (refer also to Note 8), the Group
has taken the following commitments and collaterals towards the creditors:
a) Restrictions on issuance of additional bonds - The Company undertakes not to
issue any additional bonds other than as expressly provided for in the
Restructuring Plan.
b) Restrictions on amendments to the terms of the bonds - The Company shall not
be entitled to amend the terms of the bonds, with the exception of purely technical
changes, unless such amendment is approved under the terms of the relevant
series and the applicable law and the Company also obtains the approval of the
holders of all other series of bonds issued by the Company by ordinary majority.
Refer to Note 8 for recent amendments.
c) Coverage Ratio Covenant ("CRC") - the CRC is a fraction calculated based on
known Group valuation reports and consolidated financial information available
at each reporting period. The CRC to be complied with by the Group is 118%
("Minimum CRC") in each reporting period. For December 31, 2024 the
calculated CRC is not in compliance with Minimum CRC (also refer to Note 8(d)
regarding breach of covenant). In the event that the CRC is lower than the
Minimum CRC, then as from the first cut-off date on which a breach of the CRC
has been established and for as long as the breach is continuing, the Company
shall not perform any of the following: (a) a sale, directly or indirectly, of a Real
Estate Asset ("REA") owned by the Company or a subsidiary, with the exception
that it shall be permitted to transfer REA's in performance of an obligation to do
so that was entered into prior to the said cut-off date, (b) investments in new
REA's; or (c) an investment that regards an existing project of the Company or of
a subsidiary, unless it does not exceed a level of 20% of the construction cost of
such project (as approved by the lending bank of these projects) and the certain
loan to cost ratio of the projects are met.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 40 -
NOTE 16:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
If a breach of the Minimum CRC has occurred and continued throughout a period
comprising two consecutive quarterly reports following the first quarterly/year-
end report on which such breach has been established, then such breach shall
constitute an event of default under the trust deeds, and the Bondholders shall be
entitled to declare that all or a part of their respective (remaining) claims become
immediately due and payable.
d) Minimum Cash Reserve Covenant ("MCRC") - cash reserve of the Company has
to be greater than the amount estimated by the Company's management required
to pay all administrative and general expenses and interest payments to the
bondholders falling due in the following six months, minus sums of proceeds from
transactions that have already been signed (by the Company or a subsidiary) and
closed and to the expectation of the Company's management have a high
probability of being received during the following six months. MCRC is not
maintained as of December 31, 2024.
e) Negative Pledge on REA of the Company - The Company undertakes that until
the bonds have been repaid in full, it shall not create any encumbrance on any of
the REA, held, directly or indirectly, by the Company except in the event that the
encumbrance is created over the Company's interests in a subsidiary as additional
security for financial indebtedness ("FI") incurred by such subsidiary which is
secured by encumbrances on assets owned by that subsidiary.
f) Negative Pledge on the REA of Subsidiaries - The subsidiaries shall undertake
that until the bonds have been repaid in full, none of them will create any
encumbrance on any of REA except in the event that:
(i) the subsidiary creates an encumbrance over a REA owned by such
subsidiary exclusively as security for new FI incurred for the purpose
of purchasing, investing in or developing such REA; Notwithstanding
the aforesaid, subsidiaries shall be entitled to create an encumbrance on
land as security for FI incurred for the purpose of investing in and
developing, but not for purchasing, an REA held by a different Group
company (hereinafter: a "Cross Pledge"), provided the total value of the
lands owned by the Group charged with Cross Pledges after the
commencement date of the plan does not exceed EUR 35 million,
calculated on the basis of book value (the "Sum of Cross Pledges").
When calculating the Sum of Cross Pledges, lands that were charged
with Cross Pledges created prior to the commencement date of the plan
or created solely for the purpose of refinancing an existing FI shall be
excluded. The Group did not have cross-pledge as of December 31,
2024.
(ii) The encumbrance is created over an asset as security for new FI that
replaces existing FI and such asset was already encumbered prior to the
refinancing. Any excess net cash flow generated from such refinancing,
shall be subject to the mandatory early prepayment of 75%.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 41 -
NOTE 16:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
The encumbrance is created over interests in a Subsidiary as additional
security for FI incurred by such subsidiary which is secured by
encumbrances on assets owned by that subsidiary as permitted by sub-
section (i) above.
The encumbrance is created as security for new FI that is incurred for
purposes other than the purchase of and/or investment in and
development of a REA, provided that at least 75% of the net cash flow
generated from such new FI is used for mandatory early prepayment.
g) Limitations on incurring new FI by the Company and the subsidiaries - The
Company undertakes not to incur any new FI (including by way of refinancing an
existing FI with new FI) until the outstanding bonds debt (as of November 30,
2014) have been repaid in full, except in any of the following events:
(i) the new FI is incurred for the purpose of investing in the development
of a REA, provided that: (a) the Loan To Cost ("LTC") Ratio of the
investment is not less than 50% (or 40% in special cases); (b) the new
FI is incurred by the subsidiary that owns the REA or, if the FI is
incurred by a different subsidiary, any encumbrance created as security
for such new FI is permitted under the negative pledge stipulation
above; and (c) following such investment the consolidated cash is not
less than the MCRC;
(ii) The new FI is incurred by a subsidiary for the purpose of purchasing a
new REA by such Subsidiary, provided that following such purchase
the cash reserve is not less than the MCRC.
(iii) At least 75% of the net cash flow resulting from the incurrence of new
FI is used for a 75% early prepayment of the bonds. Subject to the terms
of the plan, the Group may also refinance existing FI if this does not
generate net cash flow.
h) No distribution policy - The Company's ability to pay dividend is limited
unless certain conditions are met.
i) 75% mandatory early repayment - Refer to Note 8 and to other sections in this
note regarding changes in increase of repayment to 78%.
2. General commitments and warranties in respect of trading property disposals:
In the framework of the transactions for the sale of the Group's real estate assets, the
Group has provided indemnities which are customary for such transactions to the
respective purchasers.
Such indemnifications are limited in time and amount. No indemnifications were
exercised against the Group till the date of the statement and approval of the financial
position
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 42 -
NOTE 16:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
3. The Company is liable to the buyer of its previously owned shopping centre in the
Czech Republic ("NOVO") - sold in June 2006 - in respect to one of its tenants
("Tesco"). Tesco leased an area within the shopping centre for a period of 30 years,
with an option to extend the lease period for an additional 30 years, in consideration
for EUR 6.9 million which was paid in advance. According to the lease agreement,
the tenant has the right to terminate the lease agreement subject to fulfilment of
certain conditions as stipulated in the agreement.
In case Tesco leaves the mall before expiration of lease period the Company will be
liable to repay the remaining consideration in amount of EUR 1.29 million as of
balance sheet date, unless the buyer finds another tenant that will pay higher annual
lease payment than Tesco. The management does not expect to bear a material loss.
4. Contingent liabilities due to legal proceedings:
The Company is involved in litigation arising in the ordinary course of its business.
Although the final outcome of each of these cases cannot be estimated at this time,
the Company's management believes, that the chances these litigations will result in
any material outflow of resources to settle them is remote, and therefore no provision
or disclosure is required.
5. Lawsuit against entities involved in the sale of U.S. shopping centers in 2011:
In March 2018, a shareholder of the Company (hereinafter: "the Plaintiff") filed a
motion with the Economic Department of the District Court in Tel-Aviv to reveal
and review internal documents of the Company and of Elbit Imaging Ltd.
(hereinafter: "Elbit") (hereinafter: "the Motion"), in which the Court was asked to
instruct the Company and Elbit (hereinafter together: "the Respondents") to provide
the plaintiff with certain documents of the respondents in connection with the Casa
Radio project in Romania and with the sale of the U.S. Shopping Centers in 2011.
In February 2020, an agreement was reached between the Plaintiff and the
Respondents according to which the motion will be dismissed by consent and the
plaintiff and the respondents (hereinafter: "the Parties") will jointly examine the
feasibility of the lawsuit in connection with the above events.
In light of the aforesaid, an agreement was signed between the Plaintiff, the
Respondents and First Libra Israel Ltd. (hereinafter: "Libra") according to which
Libra will finance all the expenses of filing and managing of a new lawsuit by the
Respondents against certain parties (certain officers in the Respondents, a portion of
the heirs of Motti Zisser (the former controlling shareholder of the Respondents and
other parties)) who were involved in the Respondents' transaction for the sale of real
estate in the United States in 2011 and for which funds (brokerage fees) were
allegedly illegally transferred to private companies controlled by the late Mr. Motti
Zisser (hereinafter: "Financing Agreement" and "New Lawsuit", respectively).
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 43 -
NOTE 16:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
The parties to the Financing Agreement agreed, inter alia, that any consideration
received as a result of the New Lawsuit (to the extent received) (hereinafter: "the
Lawsuit Funds") will first be used to reimburse Libra's expenses for the New
Lawsuit (plus interest and VAT) and the balance after deduction of such expenses
(hereinafter: "the Balance of the Lawsuit Funds") will be divided among all those
involved in the New Lawsuit, so that each of the Company and Elbit will be entitled
to circa 20.75% of the Balance of the Lawsuit Funds.
In order to ensure the distribution of the Lawsuit Funds as stated above, both the
Company and Elbit signed lien documents in favor of Libra, the Plaintiff and the
attorneys representing them (hereinafter collectively: "the Eligibles") with respect
to the reimbursement of expenses and their portion in the Lawsuit Funds (hereinafter:
"the Lien").
On October 18, 2020 the parties filed the New Lawsuit (in the amount of circa NIS
60 million (approximately EUR 15 million)).
On February 2, 2021, Ran Shtarkman filied a motion to dismiss the lawsuit against
him in limine. On April 5, 2021, the court rejected the defendant Ran Shtarkman's
motion to dismiss the lawsuit against him in limine. An appeal that was filed to the
Supreme Court in respect of this decision was denied.
On April 4, 2021, one of the defendants, Philip Meyer, filed a motion for dismissal
in limine of the lawsuit against him. On August 10, 2021, the motion was accepted.
On November 14, 2021, the Company and Elbit filed an appeal to the Supreme Court
upon this court decision. In addition, Mr. Philip Meyer filed an appeal in respect of
the court expenses which were ruled in his favor in the court ruling. The Supreme
Court scheduled dates on submission of summaries by the parties and a court hearing
with regard to the appeals filed, to be held on May 11, 2023.
On September 14, 2021, the defendant David Zisser also filed a motion to dismiss in
limine the lawsuit against him. Following the Company’s and Elbit’s motions, on
November 4, 2021, the court ordered that the discussion on the abovementioned
motion will be stayed until a decision of the Supreme Court on the appeal against
Philip Meyer.
On May 31, 2023 the Company’s and Elbit’s appeal was accepted by Supreme Court
and a settelment agreement has been reached between Company, Elbit and the
Respondents, which was approved by the court.. According to the provisions of the
settlement agreement, the Company's portion after deducting expenses is a few
hundred thousand euros and was received partially in 2023. The Company and Elbit
will continue to handle the legal proceeding in the District Court while each party
shall maintain all of its claims in the main proceeding.
In the framework of the continued proceedings, preliminary discussions were held
between the parties. As a result, the plaintiffs and Mr. Philip Meyer have agreed to
enter into mediation, with a mediation session scheduled for April 3, 2025.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 44 -
NOTE 16:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
6. Dutch statutory auditor:
As described in Note 2(a) these consolidated financial statements are not intended
for statutory filing purposes. The Company is required to file consolidated financial
statements prepared in accordance with The Netherlands Civil Code. During 2019
the Company has been informed by the audit firm, Baker Tilly (Netherlands) N.V.,
that they would cancel their license to audit public interest entities (such as the
Company) and that, as a consequence, they are not in the position to provide the
Company with their audit services for the 2019 statutory annual accounts. As a listed
company, the Company needs to engage a Dutch audit firm that is licensed to
perform audits for public interest entities. The choice for such firms in the
Netherlands is very limited as only six firms have the appropriate license.
Despite extensive effort of the Company to find a new Dutch auditor, none of those
six firms has been found prepared to accept the Company as their client. The
Company approached in writing the Dutch Ministry of Finance, The Royal Dutch
Institute of Chartered Accountants, the Authority for the Financial Markets to
indicate the severe adverse consequences the Company would suffer if this problem
will not be solved but none of those authorities has been able to find the solution.
The Royal Dutch Institute of Chartered Accountants has put considerable effort in
helping the Company by approaching audit firms and assessing their procedures for
client acceptance but has no legal possibilities at its disposal to force audit firms to
accept a specific client. This leaves the Company in the awkward position of not
being able to meet its obligations regarding the statutory audit.
The Company has proposed to the authorities various alternative solutions to get the
annual accounts of 2019 audited. It appeared that none of those are legally feasible
and none of the addressees came up with any alternatives. It is now time to emphasize
that the Company exhausted its sources to comply with the requirements of
mandatory Dutch law.
Due to the above and in order to avoid an outright violation of applicable stock
exchange regulations, the Company decided to engage EY Israel to audit its IFRS
consolidated annual accounts and to issue an auditors' report on those statements.
The Company submitted the annual consolidated financial statements as of
December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022
and as of December 31, 2023 which were filed with the London Stock Exchange, the
Warsaw Stock Exchange and the Tel Aviv Stock Exchange, to the Authority for the
Financial Markets and to other relevant Dutch authorities.
As of the date of approval of these consolidated financial statements the Company
still didn’t find any solution to have the annual accounts of 2019, 2020, 2021, 2022,
2023 and 2024 audited therefore, it will submit the annual consolidated financial
statements as of December 31, 2024 that are filed to the London Stock Exchange,
the Warsaw Stock Exchange and the Tel Aviv Stock Exchange, to the Authority for
the Financial Markets and to any other relevant Dutch authorities.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 45 -
NOTE 17:- RELATED PARTY TRANSACTIONS
Related party transactions
Transactions between the Company and its subsidiaries have been eliminated on consolidation
and are not disclosed in this note. Details of transactions between the Group and other related
parties are disclosed below.
During the year, Group entities had the following trading transactions with related parties that are
not members of the Group:
Year ended
December 31,
2024
2023
Costs and expenses
Compensation to key management personnel
59
56
Compensation to board members (1)
240
240
The amounts disclosed in the table are the amounts recognised as an expense during the reporting
period related to key management personnel.
(1) 2024 – two board members; 2023 - two board members.
Year ended
December 31,
2024
2023
Other liabilities
Amounts due to directors and key management personnel
33
19
As of December 31, 2024, the Company identified Davidson Kempner Capital Management LLC
("DK") among the Company's related parties.
DK holds 26.3% of the Company's outstanding shares of the Company as of the reporting date.
DK has no outstanding balance as of the reporting date with any of the Group companies.
Update regarding a change in Elbit Imaging Ltd holdings
As of December 31, 2023 EUL had sold all of the Company’s shares and therefore ceased to be
a related party.
NOTE 18:- DISCLOSURE OF MATERIAL EVENTS AFTER THE REPORTING PERIOD
a. Tax authority investigation:
On January 20, 2025 the Company announced that further to its announcement dated March 25,
2024 with regards to the search and seizure operations carried by the Indian tax authorities at the
offices of Elbit Plaza India Management Services Private Limited (hereinafter: "EPIM") (which
is a private company wholly owned by Elbit Plaza India Real Estate Holdings Limited), EPIM
has received a tax assessment order (from the Indian Tax Authority) for the financial years 2022
– 2023 and with this the ongoing income tax investigations/assessments are completed without
imposing any liability on EPIM.
PLAZA CENTERS N.V.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS IN ‘000 EUR
- 46 -
NOTE 19:- LIST OF GROUP ENTITIES
- - - - - - - - - - - - - - - - - - -