Condensed Interim Financial Statements For the period ended 30 June 2016

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1 Condensed Interim Financial Statements For the period ended 30 June

2 Contents Condensed Interim Financial Statements For the period ended 30 June Board of Directors, Professional Advisers and Registered Office 3 Interim Management Statement 5 Condensed Statement of Comprehensive Income 6 Condensed Statement of Financial Position 7 Condensed Statement of Changes in Equity 8 Condensed Statement of Cash Flows 9 Notes to the condensed financial statements 20 Declaration of the members of the Board of Directors

3 BOARD OF DIRECTORS, PROFESSIONAL ADVISERS AND REGISTERED OFFICE Board of Directors Pericles Manglis (Chairman) Hermes N. Stephanou (Managing Director) Philippos Vatiliotis Nicos Ellinas Ioannis Tirkides Andreas Christodoulides Andreas Eleftheriades Secretary AAA Regent Consultants Limited Independent Auditors KPMG Limited Legal Advisors Chrysses Demetriades & Co A. G. Eroticritou LLC Harris Kyriakides LLC Christos Hadjiloizou LLC Bankers Registered office Bank of Cyprus Public Company Limited Hellenic Bank Public Company Limited Alpha Bank Cyprus Limited Co-operative Central Bank Limited Piraeus Bank (Cyprus) Limited Eurobank EFG Credit Suisse AG 141 Omonias Avenue, The Maritime Center, 3045 Limassol Registration number HE

4 INTERIM MANAGEMENT STATEMENT For the period ended 30 June 2016 The Board of Directors of Primetel Plc ( the Company ) at their meeting held on 30 August 2016, examined and approved the financial results of the Company for the six month period ended 30 June 2016, which have not been audited by the Company s external auditors. The condensed interim financial statements for the six month period ended 30th June 2016 were prepared on the basis of the International Accounting Standard No.34 Interim Financial Statements. A copy of the complete content of the summarized interim financial statements will be available to the public, without any charge, at the Company s offices, Omonia Avenue 141, The Maritime Centre, 3045 Limassol and the Company s website primetel.com.cy. Financial analysis of results The results of the Company for the six months period ending 30 June 2016, compared with the corresponding period of 2015, show an increase in turnover by 3,5 million (+15,3%). In more detail, turnover by service, compared with the corresponding period of 2015 showed the following variations: Mobile revenues, increase by + 2,14 million (+69%) Fixed telephony revenues, decrease by - 0,22 million (-12%) Wholesale services revenues, increase by + 1,13 million (+17%) Other services revenues, increase by + 0,45 million (+2%) The Company s customer base has increased as follows during the period: Fixed retail customers, increase by +17% Mobile telephony customers, increase by +53% Corporate customers, increase by +18% Cost of sales shows an increase of 26,8% due to the increased turnover and the cost of operating the third MNO network. Administration expenses show an increase of 5,5%, mainly due to higher personnel cost, increase in professional fees and in rental cost. EBITDA for the six months ending at 30 June 2016 was 6,0 million profit compared to 6,3 million profit same period of Finance cost decreased by 2,4%. Loss for the period after taxation, amounted to 2,7 million compared to 2,4 million during the same period of Prospects The Company continues to build a strong customer base, in line with management strategic planning. The effect in turnover is already visible and it is expected to have a positive effect on the Company s financial results. Due to the nature of the operations of the company, a significant part of costs is constant and as such, by increasing the number of subscribers, the cost per subscriber is reduced and profitability is improved. 3

5 INTERIM MANAGEMENT STATEMENT For the period ended 30 June 2016 Share capital There were no changes in the share capital of the Company. Related party transactions The main transactions with related companies are presented in note 8 of the six month financial reports. Other significant information There was no other significant information during the period under review. Pericles Manglis Chairman Limassol, 30 August

6 Condensed Statement of Comprehensive Income Note Revenues Cost of sales ( ) ( ) Gross profit Other operating income Administrative expenses ( ) ( ) Selling and marketing expenses ( ) ( ) Operating loss ( ) ( ) Net finance expenses ( ) ( ) Loss before tax ( ) ( ) Tax (4.832) (4.556) Loss for the period ( ) ( ) Loss for the period attributable to the shareholders 5 ( ) ( ) Basic and fully diluted loss per share (cent) 5 (0,39) (0,34) The notes on pages 9 to 19 form an integral part of these financial statements. 5

7 Condensed statement of Financial Position As at 30 June 2016 Audited Note Assets Non current assets Property, plant and equipment Intangible assets Investment property Other investments Total non current assets Current assets Inventories Trade and other receivables Amount due from shareholders and related parties Cash and cash equivalents Total current assets Total assets Equity Share capital Share premium Other reserves Accumulated losses ( ) ( ) Total equity Liabilities Non current liabilities Loans from related parties Trade and other payables Deferred tax liability Total non current liabilities Current liabilities Bank overdrafts and loans Trade and other payables Amounts due to related parties Amount due to shareholders Total current liabilities Total liabilities Total equity and liabilities The condensed financial statements were approved by the Board of Directors on 30 August Pericles Manglis Chairman Hermes N. Stephanou Managing Director The notes on pages 9 to 19 form an integral part of these financial statements. 6

8 Condensed Statement of Changes in Equity Share Capital Share premium Fair value reserves for Landing station Reserve from conversion of share capital to Euro Note Accumulated losses Total Balance at 1 January ( ) Total loss Loss for the year ( ) ( ) Transactions with shareholders Landing station revaluation Deferred tax - - ( ) - - ( ) Balance at 31 December 2015/1 January ( ) Comprehensive loss Loss for the period ( ) ( ) Balance at 30 June ( ) The notes on pages 9 to 19 form an integral part of these financial statements. 7

9 Condensed Statement of Cash Flows Note Cash flows from operating activities Loss for the period ( ) ( ) Adjustments for: Depreciation of property, plant and equipment Amortization of computer software Amortization of rights of use Interest expense Taxation Cash generated from operations before working capital changes Decrease in inventories Increase in trade and other receivables ( ) ( ) (Decrease) / increase in trade and other payables (19.045) Cash generated from operations Tax paid (9.664) (9.111) Net cash generated from operating activities Cash flows from investing activities Payment for acquisition of intangible assets 7 ( ) ( ) Payment for acquisition of property, plant and equipment 6 ( ) ( ) Net cash used in investing activities ( ) ( ) Cash flows from financing activities Interest paid ( ) ( ) Net cash used in from financing activities ( ) ( ) Net decrease in cash and cash equivalents (29.464) ( ) Cash and cash equivalents at beginning of the period ( ) ( ) Cash and cash equivalents at end of period ( ) ( ) The notes on pages 9 to 19 form an integral part of these financial statements. Σημειώσεις στις Ενδιάμεσες Συνοπτικές Ενοποιημένες Οικονομικές Καταστάσεις 8

10 1. Incorporation and principal activities Primetel Plc (the Company ) was incorporated in Cyprus on 18 June 2003 as a private company with limited liability in accordance with the Cyprus Company Law Cap.113. Its registered office is at Omonias Avenue 141, The Maritime Center, 3045 Limassol. On 28 March 2006 it was renamed to Primetel Limited by a special resolution. On 4 June 2007 by a special resolution the Company became Public in accordance with the Companies Law Cap. 113 and was renamed to Primetel Public Company Limited. Then on 30 August 2007 it was renamed to Primetel PLC. On 14 July 2008 the Company entered the Alternative Market of the Cyprus Stock Exchange. The principal activities of the Company continue to be the provision of fixed and mobile telephony services, broadband network and digital television services offered to individuals, businesses and other telecommunications carriers, as well as other companies offering network services in Cyprus. 2. condensed interim Financial Statements The condensed interim financial statements for the period from 1 st January 2016 to 30 th June 2016 have not been audited by the external auditors. 3. Basis of preparation (a) Statement of compliance The unaudited Condensed Interim Financial Statements of the Company for the six month period ended 30 June 2016 are prepared according to the provisions of International Accounting Standard 34 Interim Financial Reporting, the provisions of the Companies Law, Cap 113, as well as with provisions of the Cyprus Stock Exchange Laws and Regulations. The unaudited Condensed Financial Statements should be read in conjunction with the audited Financial Statements for the year ended on the 31st December These Condensed Interim Financial Statements were approved by the Board of Directors of the Company on the 30 August (b) Basis of presentation The condensed consolidated interim financial statements have been prepared under the historical cost conversion. (c) Functional and presentational currency The condensed interim financial statements are presented in Euro ( ), which is the functional currency and presentation of the Company. (d) Significant accounting policies The accounting principles and the calculation methods applied for the preparation of these Condensed Interim Financial Statements for the period ended 30th June 2016 are the same as those applied by the Company in its Financial Statements for the year ended on 31st December

11 4 Operating segments The Company has three basic operating segments: 1. Services provided to Retail customers 2. Services provided to Corporate customers 3. Services provided to other carriers of electronic telecommunication services The Management of the Company reviews the monthly financial statements, monitoring the sales by segment, the total gross profit, the selling expenses, administration and finance expenses as well as the additions to property, plant and equipment and intangible assets. Based on the results, appropriate decisions are taken in order to improve and develop the operations of the Company. Retail customers Corporate customers Wholesale customers Total Revenues Gross profit Other operating income Selling and marketing expenses Administration expenses Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) Depreciation Operating loss before net financing ( ) ( ) ( ) ( ) ( ) ( ) expenses (EBIT) ( ) ( ) Net finance expenses ( ) ( ) Loss before tax ( ) ( ) Tax (4.832) (4.556) Loss after tax ( ) ( ) 10

12 5. Loss per share Loss attributable to the shareholders ( ) ( ) ( ) Weighted average number of ordinary shares issued during the period Basic and fully diluted loss per share (cent) (0,39) (0,34) 11

13 6. Property, Plant and Equipment Year 2015 Additions and improvements to leasehold buildings Cost/valuation Mobile Network Landing station for fiber optics Fiber-optic Network and telecommunication equipment Motor Vehicles Machinery plant, furniture and fittings, and office equipment Computers and equipment Balance 1 January Additions Disposals (5.852) (37.372) (43.224) Reclassification ( ) (53.078) - ( ) (87.818) - Adjustment for revaluation Balance 31 December Depreciation Balance 1 January Charge for the year On disposals (5.549) (36.890) (42.439) Reclassification ( ) (6.855) - ( ) (34.754) - Total Adjustment for revaluation Balance 31 December ( ) ( ) Net book value Balance 31 December

14 6. Property, Plant and Equipment Additions and improvements to leasehold buildings Cost/valuation Mobile Network Landing station for fiber optics Fiber-optic Network and telecommunication equipment Motor Vehicles Machinery plant, furniture and fittings, and office equipment Computers and equipment Balance 1 January Additions Disposals (99.712) (35.650) ( ) Balance 30 Ιουνίου Total Depreciation Balance 1 January Charge for the period On disposals (57.786) (23.229) (81.016) Balance 30 June Net book value Balance 30 June The landing station for fiber optics is accounted based on the revaluation dated at , details of which are presented in the audited financial statements for the year

15 7. Intangible assets Year 2015 Licenses, Network and rights of use for broadcasting Computer software of football matches Total Cost Balance 1 January Additions Disposals - ( ) ( ) Balance 31 December Amortisation Balance 1 January Charge for the year On disposals - ( ) ( ) Balance 31 December Net book value Balance 31 December Period ended Licenses, Network and rights of use for broadcasting Computer software of football matches Total Cost Balance 1 January Additions Balance 30 June Amortisation Balance 1 January Charge for the period Balance 30 June Net book value Balance 30 June

16 8. Related party transactions a. Transactions (i) Sale of services To related parties Aeolos Travel Velister Limited Other amounts less than The sales to related parties were made on commercial terms and conditions. (ii) Purchase of products and services Nature of transaction From related parties Teledev East Limited Rent Francoudi & Stephanou Insurance Ltd Insurance Francoudi & Stephanou Limited Services, common expenses Logica Developments Limited Rent Lametus Holdings Limited Consultancy services Velister Ltd Services Vatiliotis & Vatiliotou Consultants Limited Consultancy services Other amounts less than Services

17 8. Related party transactions (continued) b. Balances at 30 June 2016 (i) Amounts receivable from related parties Nature of Name transaction Related parties Aeolos Swiss (Capo Bay) Limited Commercial Francoudi & Stephanou Limited Commercial Velister Limited Commercial Other amounts less than Commercial Shareholders Teledev East Limited Financing Thunderworx Limited (Μέτοχος) Financing (ii) Amounts payable to related parties Nature of Name transaction Francoudi & Stephanou Insurance Ltd Commercial Logica Developments Limited Commercial Lametus Holdings Limited Commercial Other amounts less than Commercial The above balances are payable on demand and bear no interest. (iii) Loans from related parties Name Good Hope Investments Limited Ayios Andronikos Development Co Limited Interest for the period for the above loans from related parties was compared to same period prior year. (iv) Shareholders' current accounts - credit balances Name Hermes Stephanou Manglis (Holdings) Limited Celltech Limited

18 9. Share capital Authorized Number of shares Number of shares Ordinary shares 0,01 each Issued and fully paid Balance at 1 January Balance at 31 December Bank overdrafts and loan facilities Due to the inability of the Company to comply with the repayment terms, the bank has the right to demand immediate repayment of the loans. For this reason, the bank loans are presented in these financial statements as current liabilities. Current liabilities (i) Bank overdrafts (ii) Bank loans The terms and securities of the bank loans remain the same as disclosed in the audited financial statements for the year Interest Interest on bank loans for the period amounted to ( : ). 17

19 11. Contingent assets and liabilities The Company had commitments/contingent assets and liabilities as at 30 June 2016 as follows: Legal and arbitration proceedings As at 31 January 2016, there were pending litigations against the Company in connection with its activities, for the amount of plus interest. The Company submitted its defence for each case separately. The hearing dates have been set in Contingent liabilities The Company has issued bank guarantees amounting to to its creditors. The Company has also granted corporate guarantees for bank borrowings of Velister Limited. The management believes that there will be no obligation for payment as a result of the corporate guarantees to Velister Limited. In addition to the above, based on the existing agreement between the Company and the E.A.C, the Company will pay to the E.A.C 3% of its net profits of each year. Contingent assets The Company has filed a claim against the Municipality of Yeroskipou for damages suffered as a result of the illegal refusal of the Municipality of Yeroskipou to issue a construction permit to the Company for the construction of a landing station for submarine cables. The case has been decided before the Supreme Court in favour of the Company with the compensation amount yet to be decided. Capital and other commitments Capital commitments contracted in previous years and during 2016 but not yet fully incurred and which are included in the capital commitments above are as follows: Intangible assets Operating lease commitments The future aggregated minimum lease payments under non-cancellable operating leases on land and buildings are as follows: Payable within one year Payable between two and five years More than five years The amount payable between two and five years was increased as a result of the increase in the term of the operating lease agreements. 18

20 12. Shareholders holding more than 5% of the share capital % % Manglis (Holdings) Limited 34,42 36,66 Celltech Limited 28,91 31,13 Dubris Trading Limited 9,99 9,99 Lametus Holdings Limited 8,88 8,88 Francoudi & Stephanou Limited 5,12 0, Events after the reporting period There were no material events after the reporting period, which have a bearing on the understanding of the financial statements. 19

21 Declaration of members of the Board of Directors and Company Officials responsible for these Financial Statements According to article 10, sections (3) ( c ) and (7) of the Conditions of Transparency (Mobile Values to Negotiation in Regulated Market) Law 2007, we the members of the Board of Directors and other persons in charge of Primetel Plc for the Condensed Interim Financial Statements for the six month period that ended on 30 June 2016, we confirm that from all we know: (a) The Condensed Interim Financial Statements that are presented in the pages 5 up to 19: (b) (i) (ii) Were prepared according to International Accounting Standard 34 Interim Financial Reporting, as it was adopted by the European Union and according to the provisions of the Article 10, section (4) of the Law, and Provide a true and fair view of assets and liabilities, the financial position and profit or loss of the Company that is included in the Condensed Interim Financial Statements as total and The interim management statement which is presented on page 3 provides fair assessment (fair review) of the information that is required by Article 10, section (6) of the Law. The members of the Board of Directors.. Pericles Manglis Chairman.. Hermes N. Stephanou Managing Director.. Philippos Vatiliotis.. Nicos Ellinas.. Ioannis Tirkides.. Andreas Christodoulides. Andreas Eleftheriades Person responsible for the preparation of the financial statements.. Nicos Ellinas Director Limassol, 30 August

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PRIMETEL PLC REPORT AND FINANCIAL STATEMENTS. For the year ended 31 December 2013 REPORT AND FINANCIAL STATEMENTS REPORT AND FINANCIAL STATEMENTS C O N T E N T S Board of Directors, professional advisers 1 Page Chairman s statement Declaration of Directors and the Company s officials