VON DER HEYDEN
GROUP FINANCE P.L.C.
ANNUAL REPORT AND
FINANCIAL STATEMENTS
31 December 2023
Company registration number: C 77266
14 East, Level 8, Sliema Road, Gzira GZR1639, Malta
2
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
CONTENTS
Page
General information 3
Directors’ report 4 - 9
Statement of compliance with the principles of good corporate governance 10 - 11
Financial statements 12
▪ Statement of financial position 13
▪ Statement of profit or loss and other comprehensive income 14
▪ Statement of changes in equity 15
▪ Statement of cash flows 16
▪ Notes to the financial statements 17 - 29
Independent auditor’s report 30 - 37
3
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
GENERAL INFORMATION
Registration
Von der Heyden Group Finance p.l.c. is registered in Malta as a public limited liability company under the
Companies Act (Cap. 386, Laws of Malta). The Company’s registration number is C 77266.
Board of Directors
Mr. Antonio Fenech (Chairman)
Mr. Javier Errejon Sainz de la Maza
Mr. Joseph M. Muscat
Mr. Jozef B. Borowski
Dr. Karen Coppini (appointed on 21 July 2023)
Mr. Robert C. Aquilina (resigned on 21 July 2023)
Company Secretary
Dr. Nicholas Formosa (appointed on 15 September 2023)
Dr. Karen Coppini (resigned on 15 September 2023)
Registered Office
14 East, Level 8
Sliema Road
Gzira GZR 1639
Malta
Auditors
Ernst & Young Malta Limited
Regional Business Centre
Achille Ferris Street
Msida, MSD 1751
Malta
4
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
DIRECTORS’ REPORT
The directors of the Company hereby present their report and the financial statements for the financial year
ended on 31 December 2023.
Company Incorporation
The Company was incorporated on 15 September 2016 as a public limited liability company, registered in
terms of the Companies Act (Cap. 386) with company registration number C 77266. It is domiciled in Malta
with registered office at 14 East, Level 8, Sliema Road, Gzira, GZR 1639, Malta.
Principal Activity
The Company has been established to act as a finance company through which the Von der Heyden Group,
which the Company is a part of, will continue to finance its projects.
The Von der Heyden Group is principally involved in real estate investments, property management,
development and leasing, hospitality and tourism operations and hotel management across Europe
including Germany, Italy, Malta, Poland, and Spain.
Principal Risks and Uncertainties
The Company is mainly dependent on the business prospects of the Von der Heyden Group, and
consequently, the operating results of the Group have a direct effect on the Company’s financial position and
performance, including the ability of the Company to meet the obligations arising on the debt securities in
issue.
The Company’s assets consist principally of the amounts on-lent to the parent company and group
undertakings and the accrued interest thereon. Therefore, the ability of these companies to affect payments
to the Company of such loans will depend on their respective cash flows and earnings.
The parent company, TIMAN Investments Holdings Limited, has provided a corporate guarantee in favour of
the bondholders to affect the due and punctual performance of all payment obligations undertaken by the
subsidiary under the Bonds if it fails to do so. Also, the parent company has provided a corporate guarantee
in favour of the Company to affect the due and punctual performance of all the payment obligations
undertaken by the related party borrowers under the Company’s loans if the said borrowers fail to do so.
Review of the Business
On 22 September 2023, the Company issued Private Notes with aggregate principal amount of €5,000,000
(the “Private Notes”). The Private Notes are unsecured, bear interest of 7.4% per annum payable every 22
September and are redeemable on 22 September 2026. This follows the issue on 16 December 2022 of the
€35 million 5.0% 2032 Bonds (the “Listed Bonds”) and the early redemption of the €25 million 4.4% Bonds
that were due to mature on 8 March 2024. The additional funds raised from these two issues were primarily
deployed in the continued financing of the AND
2
(formerly Andersia Silver) office development project in
Poznan, Poland and in the re-financing of the restoration project of a 16
th
-century villa in Lucca Italy, as well
as in the Group’s general corporate funding.
In the year ended 31 December 2023, the Company earned a net profit of €162,478, a significant improvement
on the €26,084 net loss incurred in the previous year that arose on accounting for €293,249 incurred in the
extinguishment of the financial liability on the early redemption of the first bond. This non-recurring expense
included the payment of the €250,000 early redemption premium to the first bondholders in December 2022.
5
DIRECTORS’ REPORT - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
Review of the Business - continued
Net finance income for the year decreased by €115,097 to €390,482 as the finance income earned of
€2,316,030 (2022: €1,670,839) raised on the additional loans receivable and the higher rates of interest charged
was in part absorbed by the €1,925,548 (2022: €1,165,260) interest payable on the debt securities in issue.
Administrative expenses increased by €37,638 to €266,224 primarily due to higher management and
professional fees, directors’ remuneration and other costs incurred in the running of the Company. The result
for the year also reflects a €38,220 net tax credit as the tax payable in the previous year was reversed since
the Company availed of the group loss relief from the parent company.
As at 31 December 2023, the Company’s total assets increased by €5,066,737 to €40,273,229 representing
primarily €33,022,459 and €3,724,745 loans receivable from the parent company and group undertakings
respectively, accrued interest thereon and €175,113 cash and cash equivalents.
During the year a €3,500,000 loan receivable from the ultimate parent company, €2,696,000 due from group
undertakings and €1,200,000 due from other related parties, together with accrued interest thereon, were
assigned by the respective entities to the parent company.
Total liabilities increased to €39,709,035 (2022: €34,804,776) representing the €40 million debt securities in
issue made up of the €35 million listed bonds issued on 16 December 2022 and the €5 million Private Notes
issued on 22 September 2023, net of €707,751 unamortised bond issue costs related thereto, accrued bond
interest and other amounts payable.
Financial Risk Management
The Company's activities expose it to a variety of financial risks, including capital risk, credit risk, liquidity risk,
interest rate risk and fair values. Refer to note 20 in the financial statements.
Results and Dividends
The results for the year are set out in the statement of profit or loss and other comprehensive income on page
14. The directors do not recommend the payment of a dividend.
Related Party Transactions
During the financial year ended 31 December 2023 there have been no material related party transactions
which have not been concluded under normal market conditions.
To the best of our knowledge, the financial statements, prepared in accordance with the applicable
accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of
the Company.
6
DIRECTORS’ REPORT - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
Directors
The directors who held office during the year were:
Mr. Antonio Fenech (Chairman)
Mr. Javier Errejon Sainz de la Maza
Mr. Joseph M. Muscat
Mr. Jozef B. Borowski
Dr. Karen Coppini (appointed on 21 July 2023)
Mr. Robert C. Aquilina (resigned on 21 July 2023)
In accordance with the Company’s Articles of Association, all directors retire from office at least in each three
years but shall be eligible for re-election.
Statement of Directors’ Responsibilities Pursuant to Capital Market Rule 5.68
The Companies Act (Cap. 386, Laws of Malta) requires the directors to prepare financial statements in
accordance with generally accepted accounting principles as defined in the same Act, and in accordance
with the provision of such Act, for each financial period which give a true and fair view of the financial position
of the Company as at the end of the financial period and of the profit or loss for that period. In preparing the
financial statements, the directors are required to:
▪ adopt the going concern basis unless it is inappropriate to presume that the Company will continue
in the business;
▪ select suitable accounting policies and apply them consistently;
▪ make judgements and estimates that are reasonable and prudent;
▪ account for income and charges relating to the accounting period on the accrual basis;
▪ value separately the components of asset and liability items; and
▪ report comparative figures corresponding to those of the preceding accounting period.
The directors are also responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Company and to enable them to ensure that the financial
statements comply with the Companies Act (Cap. 386, Laws of Malta). This responsibility includes designing,
implementing and maintaining such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The directors are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
In view of the above information, we declare that to the best of our knowledge:
▪ the financial statements were prepared in accordance with International Financial Reporting
Standards as adopted by the EU,
▪ the financial statements give a true and fair view of the assets, liabilities, financial position and profit
or loss of the Company, and
▪ this report includes a fair review of the performance of the business and the position of the Company,
together with a description of the principal risks and uncertainties that it faces.
7
DIRECTORS’ REPORT - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
Going Concern Statement Pursuant to Capital Market Rule 5.62
As at 31 December 2023, the Company has total debt securities in issue amounting to €40 million, which
comprise of €35 million “Listed Bonds” and €5 million “Private Notes”. The Listed Bonds, with nominal value
of €100 each aggregating to €35 million, bear interest of 5% per annum, payable annually every 16 December,
and have a redemption date of 16 December 2032. The Private Notes, which were issued during the year, have
an aggregate principal value €5 million, bear interest of 7.4% per annum payable annually every 22
September, and have a redemption date of 22 September 2026.
As disclosed in notes 12 and 16, TIMAN Investments Holdings Limited (the “Parent Company”) provided a
corporate guarantee in favour of the bondholders and in favour of the Company to affect the due and
punctual performance of all payment obligations undertaken by Von der Heyden Group Finance p.l.c. under
the bonds and all payment obligations by the related party borrowers to the Company, if they fail to do so.
The ability of the Company to meet its obligations, both in terms of servicing its debts and ultimately repaying
the bondholders on the redemption date is dependent on the ability of the Company to collect amounts due
from the parent company and group undertakings (note 12 and 13) and/or the ability of the Parent Company
to perform its obligations under the corporate guarantee. Accordingly, management assesses the going
concern of the Company by reference to the going concern of the Group.
In the year ended 31 December 2023, the Group recorded a €3.0 million loss, an increase of €1.9 million from
the previous year. Whilst, operations in the Accommodation and Catering sector in Germany, Poland and
Malta strove to return to normal trading conditions post the upheaval during the Covid-19 period, recording
a substantial increase in revenue on continued operations, the operating result fell below expectations on
account of the rampant inflationary increase in operating costs across the sector, including in the cost of
human resources, energy and most of the bought-in supplies and services. In line with the Group’s strategy
to move away from 3-star properties, in 2024, the Group will exit the lease of another 3-star property in
Germany while introducing a new leased hotel in IBB Palazzo Bettina at Cospicua in September 2023, which
is expected to lead to a cash breakeven situation for the Group’s Hotel operations.
The real estate development segment delivered a significant contribution to Group results in 2023 on a net
fair value gain of €3.1 million (after provision of deferred tax) on the Villa Diodati project in Tuscany, Italy that
has continued to advance towards targeted completion when the Group will be seeking to dispose of the
property. Also, of note, the results for the year do not reflect any contribution from the AND² project in Poznan,
Poland despite the significant progress achieved during the year on the substantial completion of the shell
and core of the 26-story building. In this regard, given the challenging office real estate market conditions
the expert valuer appointed by the Group established a valuation of the property of €61 million that principally
reflects the asset’s carrying value to date. This includes the €24.4 million construction spend in 2023.
During the year, the Group continued to deploy its resources principally in the development of its core
investment property portfolio and its property, plant, and equipment that in the aggregate, account for 67%
(2022: 52%) of the Group’s total assets.
As of 31 December 2023, the Group’s total assets have increased considerably to €155.9 million (2022: €142.0
million), including a cash balance of €6.5 million (2022: €12.7 million). The total shareholders’ equity position
stood at €32.7 million (2022: €34.9 million).
8
DIRECTORS’ REPORT - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
Going Concern Statement Pursuant to Capital Market Rule 5.62 - continued
Liquidity
As of year-end the current liabilities of the group exceed its current assets by €19 million which include AND²
contractor financing amounting to €23.4 million and a bank loan relating to Lublin Hotel of €3.9 million which
is up for renewal in June 2024.
Whilst in 2023 a facility was finalised with a bank in Italy to finance the completion of Villa Diodati in Tuscany,
the end-project financing for the AND² is currently at its conclusion stage.
After having already secured a senior lending facility for €55 million, due to subsequent securing of a
mezzanine facility of €16 million and changes in the senior lending facilities consortium, multi-party re-
negotiations recommenced, also addressing the settlement of the project finance provided by the turnkey
contractor to date amounting to €24.9 million along with that arising up to the end of Phase 2 of the works
in November 2024. The AND² tower on 31 December 2023 was valued at €61 million (2022: €35.82 million).
With the negotiations concluded and a term sheet issued by the senior lending consortium of banks, formal
approval is expected in the coming months, leading to the fulfillment of the conditions precedent to release
the €16m mezzanine facility provided by a Polish financial institution, as well as the execution of the
conditions leading to the release of the €55 million senior lenders’ facility to be provided by the project’s
bankers. The mezzanine financing agreement has been signed.
The mezzanine facility and the senior bankers’ facility will be principally deployed to settle the amounts due
to the contractor up to the end of Phase 2 and to finance the subsequent mechanical and engineering works
in the final Phase 3 expected to be completed in September 2025.
The senior lenders’ facility is subject to a number of conditions preceding drawdown, including that of the
attainment of the predetermined level of pre-leases of the gross lettable area, that are market standard for a
commercial real estate development project of this scale.
The above liquidity factor constitutes a material uncertainty that may cast significant doubt on the Group’s,
and as a consequence the Company’s, ability to continue as a going concern. Notwithstanding, the directors
confirm that based on the advanced discussions with the parties involved in the AND² project, including the
issue of the terms sheet by the four banks in the senior lending consortium and the imminent approval of
the credit committees of the bank that will release the agreed 16 million mezzanine funding and securing of
a €55 million senior lenders loan facility commitment, the directors conclude that it is reasonable to expect
that the Group will meet its ongoing obligations and can secure this additional financing imminently.
The group is also progressing well with extensive discussions with several prospective tenants which portends
positively in meeting the pre-lease conditions for the first drawdown at the end of phase 2 of the AND² project
around November 24.
Concurrently the group is finalising the disposal of receivables for €7.5 million, which carries a first-ranking
privilege and hypothec on a hotel property in Tuscany, Italy and is in the process of extending the Lublin Hotel
banking facility of €3.9 million, which is up for renewal in June 2024, for an expected further 3 years.
Moreover, the Group anticipates the realisation of certain peripheral assets to the Group’s operations,
including the properties in Mahon and Olbia and the commercial yacht utilised in the charter business.
Conclusion
Accordingly, after due consideration and extensive review of the Group’s cashflow projections for the
forthcoming twelve months, including the material uncertainties and mitigating factors mentioned above,
as of the date of approving these accounts, the Directors consider that the Group will be able to secure
adequate resources to continue operating for the foreseeable future and therefore the Company’s financial
statements have been prepared on a going concern basis.
9
DIRECTORS’ REPORT - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
Events after the Reporting Period
There were no events after the end of the reporting period which require mention in this report.
Auditors
Ernst & Young Malta Limited, Certified Public Accountants, have expressed their willingness to continue in
office and a resolution for their reappointment will be proposed at the Annual General Meeting.
Signed on behalf of the Company’s Board of Directors on 30 April 2024 by Antonio Fenech and Joseph M.
Muscat as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with
the Annual Financial Report 2023.
10
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
STATEMENT OF COMPLIANCE WITH THE
PRINCIPLES OF GOOD CORPORATE
GOVERNANCE
On 4 November 2016, the Board of Directors of the Company in office at the time adopted a Code of Principles
of Good Corporate Governance based on Appendix 5.1 and as referred to in Rules 5.94-5.97 of Chapter 5 of the
Maltese Capital Market Rules (CMR) issued by the Malta Financial Services Authority (MFSA). This Code was
endorsed by the Board in office on 12 January 2017. Subsequent to the changes in the Board composition, the
code of principles of Good Corporate Governance was endorsed in August 2020, in May 2022 and in July 2023.
The Code is regularly discussed, and compliance thereto is verified during the Company's board meetings.
The original signed Corporate Governance Code is available for inspection by the public at the registered
office of the Company.
In accordance with art. 2 of the Corporate Governance Code, Mr. Antonio Fenech has been appointed as
Chairman of the Company. Mr Javier Errejon Sainz de la Maza as Managing Director of the Group also sits on
the Board.
In accordance with art. 3 of the Corporate Governance Code, the Board of Directors of the Company is further
made up of the following non-executive directors:
▪ Dr. Karen Coppini (Independent Director, appointed on 21 July 2023)
▪ Mr. Robert C. Aquilina (Independent Director, resigned on 21 July 2023)
▪ Mr. Joseph M. Muscat (Independent Director)
▪ Mr. Jozef B. Borowski
In accordance with art. 4 of the Corporate Governance Code, the Board of Directors of the Company has, in
addition to setting the Company’s strategy, policies and objectives, established an Audit Committee in line
with the requirements of the CMR. The purpose of the Audit Committee is that of assisting the Board in
fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the
audit process and the process for monitoring compliance with applicable laws and regulations. The following
Directors sit on the Audit Committee:
▪ Mr. Joseph M. Muscat (Independent Director and Chairman of Audit Committee)
▪ Dr. Karen Coppini (Independent Director, appointed on 21 July 2023)
▪ Mr. Robert C. Aquilina (Independent Director, resigned on 21 July 2023)
▪ Mr. Jozef B. Borowski
The Audit Committee’s Terms of Reference, adopted on 12 January 2017 and updated on 5 September 2022,
are intended to set out the powers and responsibilities of the Audit Committee. The Audit Committee is a
sub-committee of the Board constituted to fulfil an oversight role in connection with the quality and integrity
of the Company's financial statements and consists of the Company's non-executive directors, in accordance
with art. 3 of the Corporate Governance Code. In performing its duties, the Audit Committee is to maintain
effective working relationships with the Board of Directors, management and the external auditors of the
Company. The Audit Committee shall furthermore consider the arm’s length nature of related party
transactions that the Company carries out, given the role and position of the Company within the Von der
Heyden Group, specifically its status of a special purpose vehicle set up to act as a financing company solely
for the needs of the Von der Heyden Group.
11
STATEMENT OF COMPLIANCE WITH THE
PRINCIPLES OF GOOD CORPORATE
GOVERNANCE - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
As the Company's internal control system, the Audit Committee is designed to ensure proper quarterly and
annual reporting implementation and adopts a four-eyes principle to mitigate risks and compliance with
local and international laws and regulations. The Company’s financial reporting has been prepared by the
international finance team of the Von der Heyden Group based in Malta and the Company’s executive
directors and Chief Finance Officer. Thereafter the annual audit of the Company’s financial statements has
been performed by Ernst & Young Malta. The audited and approved financial statements will be presented to
the Company’s shareholders by the Board of Directors of the Company for its formal adoption in the Annual
General Meeting of Shareholders in which TIMAN Investments Holdings Limited has the sole voting power as
holder of all 249,999 issued and outstanding ordinary ‘A’ shares.
In accordance with art. 5 of the Corporate Governance Code, the Board of Directors of the Company has
formally met during the year 2023 on seven occasions. The Audit Committee met on six occasions during the
year 2023.
In accordance with art. 6 of the Corporate Governance Code, the Directors, especially non-executive Directors,
have access to independent professional advice at the Company’s expense where they judge it necessary to
discharge their responsibilities as directors. All Directors have access to the advice and services of the
company secretary who is responsible to the board for ensuring that board procedures are complied with.
The Company, due to its continuous oversight and communication with its shareholders, has not established
a committee to carry out a performance evaluation of its role in accordance with art. 7 of the Corporate
Governance Code.
The Company, due to its limited operational function within the Von der Heyden Group, has not established
a nomination or remuneration committee in accordance with art. 8 of the Corporate Governance Code. No
part of the remuneration paid to the directors is performance based. The directors receive a fixed monthly
remuneration and as Directors of the Company are not entitled to profit-sharing, share options or pension
benefits.
In accordance with art. 9 of the Corporate Governance Code, the Company regularly issues Company
Announcements in order to formally comply with the CMR as well as to inform the market about business
updates of the Von der Heyden Group.
The Company is privately held and has no institutional shareholders, therefore art. 10 of the Corporate
Governance Code does not momentarily apply to the Company.
In accordance with art. 11 of the Corporate Governance Code, the Company concludes that up to this date no
actual or potential conflicts of interest have occurred. Should this nevertheless be the case, any director who
would have a conflict of interest shall refrain from voting on the subject matter.
The Company and the Von der Heyden Group adhere to accepted principles of corporate social responsibility
(CSR) as well as business and ethical standards and carries out various CSR initiatives in the communities in
which the Group operates. Since the implementation of an Environment, Social and Governance (ESG) data
collection software in the previous year, the Group is conscious of its environmental and social impact in order
to develop action plans and meet sustainability goals. The Group continues to actively support and donate to
humanitarian, environmental and wildlife conservation organisations and as well as participate in
humanitarian, environmental, and wildlife conservation activities.
In 2023, the Von der Heyden Group voluntarily published its first ESG Report for the year 2022 and will publish
in second quarter of 2024 the ESG Report for 2023.
12
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
Financial
Statements
13
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
STATEMENT OF FINANCIAL POSITION
As at 31 December
2022
Notes
€
ASSETS
Non-current assets
Loans receivable
12
27,843,750
Current assets
Loans and other receivables
13
5,236,432
Cash and cash equivalents
18
2,126,310
Total current assets
7,362,742
TOTAL ASSETS
35,206,492
EQUITY AND LIABILITIES
Equity
Share capital
14
250,000
Retained earnings
151,716
TOTAL EQUITY
401,716
Non-current liabilities
Debt securities in issue
16
34,380,136
Current liabilities
Debt securities in issue
16
197,953
Trade and other payables
17
161,981
Income tax payable
64,706
Total current liabilities
424,640
TOTAL LIABILITIES
34,804,776
TOTAL EQUITY AND LIABILITIES
35,206,492
The notes on pages 17 to 29 are integral part of these financial statements.
The financial statements on pages 13 to 29 have been authorized for issue by the Board of Directors on 30
April 2024 and were signed on its behalf by Antonio Fenech and Joseph M. Muscat as per Directors’
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report 2023.
14
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 31 December
2022
Notes
€
Finance income
8
1,670,839
Finance costs
9
(1,165,260)
Net finance income
505,579
Administrative expenses
6
(228,586)
Loss on extinguishment of financial liability
7
(293,249)
Profit / (Loss) before tax
(16,256)
Taxation
10
(9,828)
Profit / (Loss) for the year
(26,084)
Other comprehensive income
-
Total comprehensive income / (loss)
for the financial year, net of tax
(26,084)
Basic and diluted earnings per share
15
(0.10)
The notes on pages 17 to 29 are integral part of these financial statements.
15
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December
Share
Retained
Total
capital
earnings
equity
€
€
€
Financial year ended 31 December 2022
Balance as at 1 January 2022
250,000
177,800
427,800
Total comprehensive income for the year:
- Loss for the financial year
-
(26,084)
(26,084)
- Other comprehensive income
-
-
-
-
(26,084)
(26,084)
Balance as at 31 December 2022
250,000
151,716
401,716
Financial year ended 31 December 2023
Balance as at 1 January 2023
250,000
151,716
401,716
Total comprehensive income for the year:
- Profit for the financial year
-
162,478
162,478
- Other comprehensive income
-
-
-
-
162,478
162,478
Balance as at 31 December 2023
250,000
314,194
564,194
The notes on pages 17 to 29 are integral part of these financial statements.
16
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
STATEMENT OF CASH FLOWS
For the year ended 31 December
2022
Notes
€
Cash flow from operating activities
Profit / (Loss) before tax
(16,256)
Adjustments for:
Amortisation of bond issue costs
42,410
Loss on extinguishment of financial liability
7
293,249
Operating profit before working capital movements
319,403
Increase in loans and other receivables
(1,202,518)
Decrease in trade and other payables
(567,915)
Net cash flows used in operating activities
(1,451,030)
Cash flows from investing activities
Loans to related parties
(8,900,000)
Net cash flows used in investing activities
(8,900,000)
Cash flows from financing Activities
Proceeds from new issuance of debt securities
15,014,400
Repayment of debt securities in issue
(5,337,769)
Premium paid to redeem the first bond
7
(250,000)
Net cash flows from financing Activities
9,426,631
Net movement in cash and cash equivalents
(924,399)
Cash and cash equivalents at beginning of year
3,050,709
Cash and cash equivalents at end of year
18
2,126,310
Additional information on operational cash flows from interest
Interest received
790,320
Interest paid
16
(1,896,213)
The notes on pages 17 to 29 are integral part of these financial statements.
17
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Von der Heyden Group Finance p.l.c. is a public limited liability company and is incorporated in Malta.
Von der Heyden Group Finance p.l.c. is a subsidiary of TIMAN Investments Holdings Limited, a company
registered in Malta, with its registered address at 14 East, Level 8, Sliema Road, Gzira GZR 1639, Malta. TIMAN
Investments Holdings Limited owns 100% of the voting capital of the Company.
The ultimate parent company is Von der Heyden Group Holding B.V., a company registered in Curacao, with
its registered address at Landhuis Groot Kwartier, Groot Kwartierweg 12, Curacao.
The ultimate controlling party of Von der Heyden Group Holding B.V. is Mr. Sven von der Heyden.
2. BASIS OF PREPARATION
The financial statements have been prepared in accordance with the requirements of International Financial
Reporting Standards as adopted by the European Union (EU-IFRS) and the requirements of the Companies
Act (Cap. 386) enacted in Malta.
The preparation of financial statements in conformity EU-IFRS requires the use of certain accounting
estimates. It also requires the Directors to exercise their judgement in the process of applying the Company’s
accounting policies.
These financial statements are presented in Euro (€) which is the Company’s functional currency. The
accounting policies set out below have been applied consistently to all periods presented in these financial
statements. These financial statements have been prepared on the historical basis. Historical cost is generally
based on the fair value of the consideration given in exchange for goods and services.
Standards, interpretations and amendments effective in the current year
The Company has applied the following amendments and improvements to the EU-IFRS:
▪ IFRS 17 Insurance Contracts
▪ Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative
Information
▪ Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure
of Accounting Policies
▪ Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates
▪ Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
▪ Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules (effective
immediately– disclosures are required for annual periods beginning on or after 1 January 2023)
Except for the notable reduction in disclosure of the accounting policies, the adoption of these standard and
amendments has not had any material impact on the other disclosures or on the amounts reported in these
financial statements. The Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting Policies are effective for annual periods beginning on or after January
1, 2023. The amendments provide guidance on the application of materiality judgements to accounting policy
disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose ‘significant’
accounting policies with a requirement to disclose ‘material’ accounting policies. The Company assessed its
accounting policies disclosure and retained material accounting policies, in particular, those relating to
financial assets, financial liabilities, ordinary shares and tax.
18
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
2. BASIS OF PREPARATION - continued
Standards, interpretations, and amendments adopted by the European Union but not yet effective
Up to the date of approval of these financial statements, the following new standard and amendments to
existing standards have been published but are not yet effective for the current reporting year and which the
Company has not adopted early but plans to adopt upon their effective date.
▪ Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or
Non-current and Non-current Liabilities with Covenants (applicable for annual periods beginning on or
after 1 January 2024)
▪ Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (applicable for annual periods
beginning on or after 1 January 2024)
None of these new standard or amendments is expected to have an impact on the financial position or
performance of the Company.
Standards, interpretations and amendments that are not yet effective nor adopted by the European Union
The following amendments to IFRS Accounting Standards have been issued by the International Accounting
Standards Board but have not yet been adopted in the European Union.
▪ Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier
Finance Arrangements (applicable for annual periods beginning on or after 1 January 2024, but not yet
endorsed in the EU)
▪ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(applicable for annual periods beginning on or after 1 January 2025, but not yet endorsed in the EU)
▪ IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) (applicable for
annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
With the exception of IFRS 18, none of the other mentioned amendments are expected to have an impact on
the financial position or performance of the Company. Management is yet to finalise its impact assessment
on the Company.
3. MATERIAL ACCOUNTING POLICIES
The material accounting policies adopted in the preparation of these financial statements are set out below.
These policies have been consistently applied in the financial statements presented, unless otherwise stated.
3.1 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity.
Financial assets
Loans receivables
Loans receivables are initially recognised at fair value plus any directly attributable transaction costs and are
subsequently classified and measured at amortised cost. Loans receivables are financial assets held within a
business model with the objective to hold financial assets in order to collect contractual cash flows and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Loans receivables are subsequently measured at amortised cost using the effective interest (EIR) method and
are subject to impairment. The EIR is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset or liability or, when appropriate, a shorter period, to the gross carrying
amount of the financial asset. The EIR (and therefore, the amortised cost of the financial asset) is calculated
by taking into account transaction costs and any discount or premium on the acquisition of the financial
asset, as well as fees and costs that are an integral part of the EIR.
Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
19
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
3. MATERIAL ACCOUNTING POLICIES - continued
3.1 Financial Instruments - continued
Financial Assets - continued
Loans receivables - continued
Loans receivables are derecognised when:
▪ The rights to receive cash flows from the asset have expired, or
▪ The Company has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-
through’ arrangement; and either (a) the Company has transferred substantially all the risks and
rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-
through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its
continuing involvement.
Cash and cash equivalents
Cash in hand and at banks and short-term deposits which are held to maturity are carried at cost.
Cash and cash equivalents are defined as cash in hand, demand deposits and short term, highly liquid
investments readily convertible to known amounts of cash and subject to insignificant risk of changes in
value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash in hand and deposits
at banks, net of outstanding overdrafts.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Company expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
The 12-month ECL is calculated by multiplying the 12-month Probability of Default (PD), Loss Given Default
(LGD) and Exposure at Default (EAD). Lifetime ECL is calculated on a similar basis for the residual life of the
exposure.
20
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
3. MATERIAL ACCOUNTING POLICIES - continued
3.1 Financial Instruments - continued
Financial liabilities
Debt securities in issue
Debt securities in issue are recognised initially at fair value, net of directly attributable transaction costs.
Debt securities in issue are subsequently measured at amortised cost using the EIR method. Gains and losses
are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation
process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement
of profit or loss.
Debt securities in issue are derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in the statement of profit or loss.
3.2 Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are
recognised as a deduction from equity.
3.3 Tax
Deferred tax is recognised using the balance sheet liability method, providing for temporary differences
between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes.
3.4 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of directors that
makes strategic decisions. The Board considers the Company to constitute one reportable segment in view
of its activities.
4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
In preparing the financial statements, the Directors are required to make judgements, estimates and
assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and
liabilities. Use of available information and application of judgement are inherent in the formation of
estimates. Actual results in the future could differ from such estimates and the differences may be material
to the financial statements. These estimates are reviewed on a regular basis and, if a change is needed, it is
accounted for in the year the changes are known.
Except for the below, in the opinion of the Directors, the accounting estimates, assumptions and judgements
made in the course of preparing these financial statements are not difficult, subjective or complex to a degree
which would warrant their description as significant in terms of the requirements of IAS 1 (revised) –
Presentation of financial statements.
21
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS -
continued
Provision for expected credit losses of financial assets
The Company assesses the credit risk of financial instruments within the scope of impairment for significant
increase since initial recognition at the reporting date. If there is a significant increase in credit risk, lifetime
ECL is recognised. The principle of significant deterioration in credit risk is achieved by performing an
assessment to compare the risk of default occurring at the reporting date with the risk of default occurring
at the date of initial recognition, by reference to an analysis of the financial performance and position of
related party borrowers. The assessment of ECLs is a significant estimate since the amount thereof is sensitive
to changes in circumstances and of forecast economic conditions. The Company’s ECLs are disclosed in notes
13 and 18.
5. GOING CONCERN
As at 31 December 2023, the Company has total debt securities in issue amounting to €40 million, which
comprise of €35 million “Listed Bonds” and €5 million “Private Notes”. The Listed Bonds, with nominal value
of €100 each aggregating to €35 million, bear interest of 5% per annum, payable annually every 16 December,
and have a redemption date of 16 December 2032. The Private Notes, which were issued during the year, have
an aggregate principal value €5 million, bear interest of 7.4% per annum payable annually every 22
September, and have a redemption date of 22 September 2026.
As disclosed in notes 12 and 16, TIMAN Investments Holdings Limited (the “Parent Company”) provided a
corporate guarantee in favour of the bondholders and in favour of the Company to affect the due and
punctual performance of all payment obligations undertaken by Von der Heyden Group Finance p.l.c. under
the bonds and all payment obligations by the related party borrowers to the Company, if they fail to do so.
The ability of the Company to meet its obligations, both in terms of servicing its debts and ultimately repaying
the bondholders on the redemption date is dependent on the ability of the Company to collect amounts due
from the parent company and group undertakings (note 12 and 13) and/or the ability of the Parent Company
to perform its obligations under the corporate guarantee. Accordingly, management assesses the going
concern of the Company by reference to the going concern of the Group.
In the year ended 31 December 2023, the Group recorded a €3.0 million loss, an increase of €1.9 million from
the previous year. Whilst, operations in the Accommodation and Catering sector in Germany, Poland and
Malta strove to return to normal trading conditions post the upheaval during the Covid-19 period, recording
a substantial increase in revenue on continued operations, the operating result fell below expectations on
account of the rampant inflationary increase in operating costs across the sector, including in the cost of
human resources, energy and most of the bought-in supplies and services. In line with the Group’s strategy
to move away from 3-star properties, in 2024, the Group will exit the lease of another 3-star property in
Germany while introducing a new leased hotel in IBB Palazzo Bettina at Cospicua in September 2023, which
is expected to lead to a cash breakeven situation for the Group’s Hotel operations.
The real estate development segment delivered a significant contribution to Group results in 2023 on a net
fair value gain of €3.1 million (after provision of deferred tax) on the Villa Diodati project in Tuscany, Italy that
has continued to advance towards targeted completion when the Group will be seeking to dispose of the
property. Also, of note, the results for the year do not reflect any contribution from the AND² project in Poznan,
Poland despite the significant progress achieved during the year on the substantial completion of the shell
and core of the 26-story building. In this regard, given the challenging office real estate market conditions
the expert valuer appointed by the Group established a valuation of the property of €61 million that principally
reflects the asset’s carrying value to date. This includes the €24.4 million construction spend in 2023.
During the year, the Group continued to deploy its resources principally in the development of its core
investment property portfolio and its property, plant, and equipment that in the aggregate, account for 67%
(2022: 52%) of the Group’s total assets.
As of 31 December 2023, the Group’s total assets have increased considerably to €155.9 million (2022: €142.0
million), including a cash balance of €6.5 million (2022: €12.7 million). The total shareholders’ equity position
stood at €32.7 million (2022: €34.9 million).
22
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
5. GOING CONCERN - continued
Liquidity
As of year-end the current liabilities of the group exceed its current assets by €19 million which include AND²
contractor financing amounting to €23.4 million and a bank loan relating to Lublin Hotel of €3.9 million which
is up for renewal in June 2024.
Whilst in 2023 a facility was finalised with a bank in Italy to finance the completion of Villa Diodati in Tuscany,
the end-project financing for the AND² is currently at its conclusion stage.
After having already secured a senior lending facility for €55 million, due to subsequent securing of a
mezzanine facility of €16 million and changes in the senior lending facilities consortium, multi-party re-
negotiations recommenced, also addressing the settlement of the project finance provided by the turnkey
contractor to date amounting to €24.9 million along with that arising up to the end of Phase 2 of the works
in November 2024. The AND² tower on 31 December 2023 was valued at €61 million (2022: €35.82 million).
With the negotiations concluded and a term sheet issued by the senior lending consortium of banks, formal
approval is expected in the coming months, leading to the fulfillment of the conditions precedent to release
the €16m mezzanine facility provided by a Polish financial institution, as well as the execution of the
conditions leading to the release of the €55 million senior lenders’ facility to be provided by the project’s
bankers. The mezzanine financing agreement has been signed.
The mezzanine facility and the senior bankers’ facility will be principally deployed to settle the amounts due
to the contractor up to the end of Phase 2 and to finance the subsequent mechanical and engineering works
in the final Phase 3 expected to be completed in September 2025.
The senior lenders’ facility is subject to a number of conditions preceding drawdown, including that of the
attainment of the predetermined level of pre-leases of the gross lettable area, that are market standard for a
commercial real estate development project of this scale.
The above liquidity factor constitutes a material uncertainty that may cast significant doubt on the Group’s,
and as a consequence the Company’s, ability to continue as a going concern. Notwithstanding, the directors
confirm that based on the advanced discussions with the parties involved in the AND² project, including the
issue of the terms sheet by the four banks in the senior lending consortium and the imminent approval of
the credit committees of the bank that will release the agreed 16 million mezzanine funding and securing of
a €55 million senior lenders loan facility commitment, the directors conclude that it is reasonable to expect
that the Group will meet its ongoing obligations and can secure this additional financing imminently.
The group is also progressing well with extensive discussions with several prospective tenants which portends
positively in meeting the pre-lease conditions for the first drawdown at the end of phase 2 of the AND² project
around November 24.
Concurrently the group is finalising the disposal of receivables for €7.5 million, which carries a first-ranking
privilege and hypothec on a hotel property in Tuscany, Italy and is in the process of extending the Lublin Hotel
banking facility of €3.9 million, which is up for renewal in June 2024, for an expected further 3 years.
Moreover, the Group anticipates the realisation of certain peripheral assets to the Group’s operations,
including the properties in Mahon and Olbia and the commercial yacht utilised in the charter business.
Conclusion
Accordingly, after due consideration and extensive review of the Group’s cashflow projections for the
forthcoming twelve months, including the material uncertainties and mitigating factors mentioned above,
as of the date of approving these accounts, the Directors consider that the Group will be able to secure
adequate resources to continue operating for the foreseeable future and therefore the Company’s financial
statements have been prepared on a going concern basis.
23
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
6. EXPENSES BY NATURE
2023
2022
€
€
Staff costs (i)
102,048
80,781
Professional fees
42,968
34,872
Management fees
29,531
-
Auditor’s remuneration (ii)
14,500
14,000
Marketing
6,072
34,503
IT expenses
17,993
5,027
Listing fees
23,154
18,807
Other expenses
29,958
40,596
266,224
228,586
i. Staff costs for the period include the following:
2023
2022
€
€
Directors’ remuneration
102,024
80,526
Social security and maternity fund contributions
24
255
102,048
80,781
ii. Fees charged by the statutory audit firm for services rendered during the periods were the following:
2023
2022
€
€
Annual statutory audit
10,000
9,500
Other assurance services
4,500
4,500
14,500
14,000
Fees charged by other firms belonging to the statutory audit firm’s network were:
2023
2022
€
€
Tax compliance service
1,600
1,746
Other non-audit services directly related to bond issue and
capitalised as part of bond issue cost
-
64,900
1,600
66,646
7. LOSS ON EXTINGUISHMENT OF FINANCIAL LIABILITY
The loss on extinguishment of financial liability relates to the costs on the early redemption of the Company’s
€25 million 4.4% bonds (“First Bond”) on 16 December 2022 and comprises of:
2022
€
Premium paid
250,000
Unamortised portion of the bond issue costs
43,249
293,249
24
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
8. FINANCE INCOME
2023
2022
€
€
Interest income on loans to related parties
2,316,030
1,670,714
Bank interest income
-
125
2,316,030
1,670,839
9. FINANCE COSTS
2023
2022
€
€
Interest on debt securities in issue
1,925,548
1,165,260
10. TAXATION
The tax charge for the year is analysed as follows:
2023
2022
€
€
Current tax charge
26,486
64,706
Income tax credit in relation to previous period
(64,706)
(54,878)
Income tax (credit)/charge for the year
(38,220)
9,828
Income tax payable by the Company as of 31 December 2023 amounted to €26,486 (2022: €64,706). The tax
payable in 2022 was reversed in the current year since the Company availed of the group loss relief from the
parent company.
The tax on the Company’s profit before tax differs from the theoretical tax charge that would arise using the
applicable tax rate in Malta of 35% as follows:
2023
2022
€
€
Profit before tax
124,258
(16,256)
Theoretical tax charge
43,490
(5,690)
Tax effects of:
- Movement in unrecognised deferred taxes
(17,104)
(17,104)
- Non-deductible permanent differences
100
87,500
- Income tax related to previous period
(64,706)
(54,878)
(38,220)
9,828
Effective income tax rate
31%
60%
11. DEFERRED TAXATION
The principal tax rate used to calculate deferred taxes is 35%.
As of 31 December 2023, the Company had no unutilised tax losses (2022: €48,868) while other deductible
temporary difference arising on the impairment of financial assets of €53,574 (2022: €53,574) resulting to a
deferred tax asset of €18,751 (2022: €18,751) were not recognised in the financial statements in view of the
potential uncertainty that future taxable profits would be available to absorb such asset. The unutilised tax
losses as at 31 December 2022 was adjusted to reflect the group loss relief received from the parent company
at the tax return submission stage.
25
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
12. LOANS RECEIVABLE
2022
€
Loans receivable from parent company (i)
23,093,750
Loans receivable from ultimate parent company (ii)
3,500,000
Loans receivable from group undertakings (iii, iv)
500,000
Loans receivable from other related parties (ii)
750,000
27,843,750
These represent the amounts on-lent to the related companies from the proceeds of the debt securities in
issue.
i. In 2023, the loans receivable from the parent company bore interest at a weighted average rate of 6.8%
(2022: 7.4%). The movement in loans receivable from the parent company arises from the €3,500,000
loan assigned from the ultimate parent company, €2,696,000 loans assigned from group undertakings
(of which €2,196,000 was classified within current loans receivable in 2022), €1,200,000 loans assigned
from other related parties (of which €450,000 was classified within current loans receivable in 2022).
The movement in the year also includes €652,709 accrued interest on assigned loans and €1,880,000
new drawdowns during the year. The loans are repayable as follows: €1,500,000 by 31 July 2026,
€652,709 by 31 December 2028, and €30,869,750 by 16 September 2032.
ii. The loan receivable from the ultimate parent company and the loans receivable from other related
parties, of which a total of €4,250,000 were classified within non-current loans receivable and €450,000
within current (see note 13) in the previous year, were assigned to the parent company during the year.
These loans bore interest at a weighted average rate of 5.2%.
iii. The loan receivable from a group undertaking with a carrying amount of €224,745 and reported within
current loans receivable in the previous year (note 13) has been reclassified to non-current loans
receivable as the repayment date was extended to 31 December 2028. This loan bears interest of 7.5%
per annum on a €1,500,000 nominal value.
iv. The Company on-lent to a group undertaking €3,500,000 from the proceeds of the Private Notes. This
loan bears interest of 7.5% per annum and has a repayment date of 31 July 2026.
The parent company, TIMAN Investments Holdings Limited, has provided a corporate guarantee in favour of
the Company to affect the due and punctual performance of all the payment obligations undertaken by the
related party borrowers under these loans and those disclosed in note 13 if the said borrowers fail to do so.
The following table presents the maturity profile of the non-current loans receivable as at reporting date:
2022
€
Between 1 and 2 years
4,750,000
Between 3 and 5 years
-
More than 5 years
23,093,750
27,843,750
13. LOANS AND OTHER RECEIVABLES
2022
€
Accrued interest on loans receivable
2,380,815
Loans receivable from group undertakings
2,420,745
Loans receivable from other related parties
450,000
Other receivables
28,121
5,279,681
Less: Expected credit loss allowance under IFRS 9
(43,249)
5,236,432
The loans receivable from group undertakings and from other related parties as at 31 December 2022 were
subject to interest of 7.5% per annum. A loan receivable from group undertaking with carrying value of
€224,745 was reclassified to non-current loans as the repayment date was extended to 31 December 2028
(note 12).
26
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
14. SHARE CAPITAL
2022
€
Authorised, issued and fully paid up
249,999 Ordinary ‘A’ Shares of €1 each
249,999
1 Ordinary ‘B’ Share of €1 each
1
250,000
Each ordinary ‘A’ share has the right to one vote at any general meeting of the Company. The ordinary ‘B’
share does not have any voting right nor any rights to distributions or dividends.
15. EARNINGS PER SHARE
Earnings per share is calculated by dividing the profit attributable to the owners of the Company by the
weighted average number of ordinary shares in issue during the period. Basic earnings per share is equal to
the diluted earnings per share.
2022
€
Profit for the year
(26,084)
Weighted number of ordinary shares
250,000
Basic and diluted earnings per share
(0.10)
16. DEBT SECURITIES IN ISSUE
2022
€
Non-current
Listed Debt Securities MT0001401216 - 5.0% €35M Bonds 2032
35,000,000
Private Notes Securities MT0001401224 - 7.4% €5M Bonds 2026
-
Less: Unamortised bond issue costs
(619,864)
34,380,136
Current
Accrued interest on debt securities in issue
68,056
Amounts held on behalf of current and previous bondholders (i)
129,897
197,953
i. This relates to amounts held by the Company until the instructions for payment are received from the
Malta Stock Exchange that are payable to the bondholders under the current Listed Bond and to the
previous bondholders under the First Bond.
On 16 December 2022, the Company issued the Listed Bonds with an aggregate principal amount of €35
million and a nominal value of €100 each. The Listed Bonds are unsecured, bear interest of 5% per annum
and will mature on 16 December 2032 subject to the terms and conditions in the Prospectus dated 10 October
2022. The proceeds were used to early redeem the First Bond, and the balance was in part on-lent to a related
company to partly finance the ongoing construction of the AND
2
(formerly Andersia Silver) Project in Poland
and for general corporate funding purposes. The Listed Bond is traded on the Malta Stock Exchange with the
trading symbol of VH32A and International Securities Identification Number (ISIN) MT0001401216. At the close
of the last trading day for the year 2023, the quoted price of the Listed Bond was 100. Interest paid on the
Listed Bond during 2023 amounted to €1,738,799. Interest paid in 2022 amounted to €1,896,213 and relates to
the First Bond that were early redeemed on 16 December 2022.
On 22 September 2023, the Company issued the Private Notes with an aggregate principal amount of €5
million with a nominal value of €1,000 each. The Private Notes are unsecured, bear interest of 7.4% per annum
and will mature on 22 September 2026 subject to the terms and conditions in the Prospectus dated 22 August
2023. The proceeds were used mainly to re-finance part of the development and finishing costs of Villa Diodati
in Lucca, Italy and for general corporate funding purposes. The Private Notes carry ISIN MT0001401224.
27
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
16. DEBT SECURITIES IN ISSUE - continued
The carrying value of the debt securities in issue in the financial statements is presented net of the issue costs
as follows:
2022
€
Issue costs - MT0001401216 - 5.0% €35M Bonds 2032
622,264
Issue costs - MT0001401224 - 7.4% €5M Bonds 2026
-
Less: Accumulated amortisation
(2,400)
Unamortised bond issue costs
619,864
The parent company, TIMAN Investments Holdings Limited, has provided a corporate guarantee in favour of
the bondholders to affect the due and punctual performance of all payment obligations undertaken by the
subsidiary under the Bonds if it fails to do so. Also, the parent company has provided a corporate guarantee
in favour of the Company to affect the due and punctual performance of all the payment obligations
undertaken by the related party borrowers under the Company’s loans if the said borrowers fail to do so.
17. TRADE AND OTHER PAYABLES
2022
€
Trade payables
97,869
Accruals
11,784
Other taxes payable
52,328
161,981
18. CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the statement of financial position and statement of cash flows include the
following components:
2022
€
Bank balances
2,136,635
Less: Expected credit loss allowance under IFRS 9
(10,325)
2,126,310
Cash and cash equivalents include €114,940 (2022: €115,789) which is pledged for a rental deposit in favour of
a third party on behalf of a related company and €7,531 in 2022 which was pledged as security against the
Company’s credit card facility but were released in 2023.
28
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
19. RELATED PARTY TRANSACTIONS
The Company’s related parties include its ultimate parent company, parent company, fellow subsidiaries, key
management and all other parties forming part of the Group of which TIMAN Investments Holdings Limited
is the parent.
Related party transactions are entered into on a commercial basis with entities which are related by way of
common shareholders who can exercise significant influence over the Company’s operations. The Company
has affected loans to these entities as disclosed in notes 12 and 13 to the financial statements. Interest income
on these loans is disclosed in note 8 and the accrued interest receivable at period-end is disclosed in note 13
to the financial statements.
Directors’ fees and remuneration are disclosed in note 6 to the financial statements. Total management fees
and related charges incurred by the Company from fellow subsidiaries amounted to €29,531 (2022: €nil).
20. FINANCIAL INSTRUMENTS
At year end, the Company's main financial assets in the statement of financial position comprise cash and
cash equivalents, other receivables, and loans receivables. At the year end, there were no off-balance sheet
financial assets.
At the year end, the Company's main financial liabilities in the statement of financial position comprise bonds
payable and trade and other payables. At the year end, there were no off-balance sheet financial liabilities.
Exposure to credit and liquidity risks arise in the normal course of the Company's operations.
20.1 Timing of cash flows
The presentation of the financial assets and liabilities listed above under the current and non-current
headings within the statement of financial position is intended to indicate the timing in which cash flows will
arise.
20.2 Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while
maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Company consists of debt, which includes the borrowings disclosed in note 16,
equity attributable to equity holders, comprising issued share capital and retained earnings as disclosed in
note 14 to these financial statements and in the statement of changes in equity.
20.3 Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the
other party to incur a financial loss. Financial assets which potentially subject the Company to concentrations
of credit risk consist principally of loans advanced to related companies and the accrued interest thereon and
cash at bank.
The recoverability of the loans advanced to related companies and the accrued interest thereon is dependent
on the performance of these companies and their ability to affect payments to the Company under such
loans. After considering the performance and the outlook of the business of such companies, the Directors
believe that the credit risk on such loans is limited.
The credit risk relating to cash at bank is considered to be low in view of management’s policy of placing it
with quality financial institutions.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset, as
disclosed in notes 12, 13 and 18.
29
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2023
20. FINANCIAL INSTRUMENTS - continued
20.4 Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its financial
liabilities, which comprise the bonds payable in issue and the trade and other payables disclosed in notes 16
and 17. Prudent liquidity risk is managed by maintaining significant levels of liquid funds and identifying and
monitoring changes in funding to ensure the available amount of funding to meet the Company’s
obligations.
The Company forms part of the Von der Heyden Group. The Company has advanced most of the amounts
borrowed by way of bonds to companies within the Von der Heyden group. This implies that the Company
would have to receive settlement of interest receivable from the related companies in order to be able to
meet its interest payable as it falls due.
The Directors monitor liquidity risk by forecasting the expected cash flows in order to ensure that adequate
funding is in place in order for the Group to be in a position to meet its commitments as and when they fall
due.
The table below analyses the Company’s financial liabilities by the remaining contractual maturities using the
contractual undiscounted cash flows.
Liquidity table
1 to 2
2 to 5
Over 5
Years
years
years
Total
€
€
€
€
31 December 2023
Trade payables
-
-
-
75,192
Debt securities in issue
2,120,000
10,620,000
42,000,000
56,860,000
2,120,000
10,620,000
42,000,000
56,935,192
31 December 2022
Trade payables
-
-
-
97,869
Debt securities in issue
1,750,000
5,250,000
43,750,000
52,500,000
1,750,000
5,250,000
43,750,000
52,597,869
20.5 Interest rate risk
In view of the nature of its activities, the Company’s transactions consist of interest income on the loans
advanced to related companies from the proceeds of the bond issue and the interest payable on the bonds.
However, these are independent of changes in market interest rates. Both the loans receivable from related
companies and the bonds are subject to fixed interest rates. The Company has charged a higher lending rate
on its receivables to cover its operating expenses. Also, most of the loans receivable have similar maturities
to the bonds payable.
20.6 Fair values
The carrying amounts of financial assets and financial liabilities classified with current assets and current
liabilities approximated their fair values due to their short-term maturities.
The fair value of non-current financial assets is not materially different from their carrying amounts
particularly due to re-pricing. The fair value of the debt securities in issue can be defined by reference to the
quoted market price as disclosed in note 16.
Ernst & Young Malta Limited
Regional Business Centre
Achille Ferris Street
Msida MSD 1751, Malta
Tel: +356 2134 2134
Fax: +356 2133 0280
ey.malta@mt.ey.com
ey.com
30
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c.
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Von der Heyden Group Finance p.l.c. (the “Company”), set on
pages 12 to 29, which comprise the statement of financial position as at 31 December 2023, and the
statement of comprehensive income, the statement of changes in equity and the statement of cash flows
for the year then ended, and notes to the financial statements, including material accounting policy
information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
the Company as at 31 December 2023, and of the Company’s financial performance and cash flows for the
year then ended in accordance with International Financial Reporting Standards as adopted by the EU
(“IFRS”) and the Companies Act, Cap. 386 of the Laws of Malta (the “Companies Act”).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) and the
Companies Act. Our responsibilities under those standards and under the Companies Act are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the International Code of Ethics for Professional
Accountants (including International Independence Standards) as issued by the International Ethics
Standards Board of Accountants (“IESBA Code”) together with the ethical requirements that are relevant
to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for
Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 of the Laws of
Malta, and we have fulfilled our other ethical responsibilities in accordance with these requirements and
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 attention to Note 5 of the financial statements which explains the Company’s dependence on the
results of the Timan Group. Note 5 explains the Group’s current liquidity position in relation to the stage
of the ongoing multi-party negotiations relating to the end-project financing for the AND² project. These
conditions, indicate that a material uncertainty exists that may cast significant doubt on the Group’s and
as a consequent the entity’s ability to continue as a going concern. Note 5 also explains management plans
to secure this additional financing, progress in meeting banking facility drawdown conditions and the
realisation of certain other peripheral assets. Our opinion is not modified in respect of this matter.
31
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on the audit of the financial statements - continued
Key audit matters incorporating the most significant risks of material misstatements, including assessed
risk of material misstatements due to fraud
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. In addition to the matter described in the Material
uncertainty related to going concern section of our report, we have determined the matters described
below to be the key audit matters to be communicated in our report. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements.
The results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying financial statements.
Recoverability of loans receivable from related companies
The loans receivable from related companies, as disclosed in notes 12 and 13, represent 99% of the
Company’s total assets as of 31 December 2023. Loans receivable which are classified as financial assets at
amortised cost as described in note 3.1, are measured using the effective interest method and are subject
to impairment. The Company recognises an allowance for expected credit losses based on the cash flows
that the Company expects to receive. The 2023 recoverability assessment of loans receivable considers the
financial position and performance of the related party borrowers for the reporting period, as well as the
cash flow projections for Timan Investments Holdings Limited, as a guarantor of the Company’s bond and
as a guarantor of the related companies in respect of loans due to the Company.
Due to the significance of the balances of loans receivable from related companies, and the dependency
of the Company on the performance and recoverability of such loans to meet its ongoing obligations, we
have considered the recoverability of loans receivable as a key audit matter. Our audit procedures over the
recoverability of the loans receivables from related companies included amongst others:
- inspecting the loan and guarantee agreements, agreeing terms and conditions with related parties and
analysing whether the performance of the loans is in line therewith;
- confirming the outstanding balances with related companies; and
- evaluating the Company’s assessment of the recoverability of loans receivable by analysing the cash
flow projections for Timan Investments Holdings Limited, as well as the financial position and
performance of the related party borrowers for the reporting period. Our procedures focused on
considering the reasonableness of key assumptions underlying the planned cash inflows and outflows
and assessing their consistency with our understanding of the business and industry developments,
and historical data. The analysis of the financial position and performance of the related party
borrowers was also a key procedure to assess any significant increase in credit risk.
32
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on the audit of the financial statements - continued
Key audit matters incorporating the most significant risks of material misstatements, including assessed
risk of material misstatements due to fraud - continued
We have also assessed the relevance and adequacy of disclosures relating to loans receivable from related
companies presented in notes 3.1, 4, 12 and 13 to the financial statements.
Other information
The directors are responsible for the other information. The other information comprises the directors’
report and the statement of compliance with the principles of good corporate governance, which we
obtained up to the date of this auditor’s report. However, the other information does not include the
financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon other than our reporting on other legal and regulatory requirements.
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 the directors and those charged with governance for the financial statements
The directors are responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS and the requirements of the Companies Act, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
33
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on the audit of the financial statements - continued
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors;
• conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern; and
• evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
34
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on the audit of the financial statements - continued
Auditor’s responsibilities for the audit of the financial statements - continued
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions taken
to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
35
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on other legal and regulatory requirements
Matters on which we are required to report by the Companies Act
Directors’ report
We are required to express an opinion as to whether the directors’ report has been prepared in accordance
with the applicable legal requirements. In our opinion the directors’ report has been prepared in
accordance with the Companies Act.
In addition, in the light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we are required to report if we have identified material misstatements in the
Directors’ report. We have nothing to report in this regard.
Other requirements
We also have responsibilities under the Companies Act to report if in our opinion:
• proper accounting records have not been kept;
• the financial statements are not in agreement with the accounting records and returns; and
• we have not received all the information and explanations we require for our audit.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were appointed as the statutory auditor by the directors of the Company with effect from 19 October
2018. The total uninterrupted engagement period as statutory auditor amounts to 6 years.
Consistency with the additional report to the audit committee
Our audit opinion on the financial statements expressed herein is consistent with the additional report to
the audit committee of the Company, which was issued on the same date as this report.
Non-audit services
No prohibited non-audit services referred to in Article 18A(1) of the Accountancy Profession Act, Cap. 281
of the Laws of Malta were provided by us to the Company, and we remain independent of the Company as
described in the Basis for opinion section of our report.
No other services besides statutory audit services and services disclosed in the annual report and in the
financial statements were provided by us to the Company.
36
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on other legal and regulatory requirements - continued
Report on compliance with the requirements of the European Single Electronic Format Regulatory
Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive
6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy
Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the annual
financial report of the Company for the year ended 31 December 2023, entirely prepared in a single
electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual financial report, including the financial
statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF
RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report, including
the financial statements, comply in all material respects with the ESEF RTS based on the evidence we have
obtained. We conducted our reasonable assurance engagement in accordance with the requirements of
ESEF Directive 6.
Our procedures included:
• Obtaining an understanding of the entity's financial reporting process, including the preparation of the
annual financial report in XHTML format.
• Examining whether the annual financial report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2023 has been prepared in
XHTML format in all material respects.
37
A member firm of Ernst & Young Global Limited.
Registered in Malta No: C30252
INDEPENDENT AUDITOR’S REPORT
to the Shareholders of Von der Heyden Group Finance p.l.c. - continued
Report on other legal and regulatory requirements - continued
Matters on which we are required to report by the Capital Markets Rules
Corporate governance statement
The Capital Markets Rules issued by the Malta Financial Services Authority (MFSA) require the directors
to prepare and include in their annual report a statement of compliance providing an explanation of the
extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective
measures that they have taken to ensure compliance throughout the accounting period with those
Principles.
The Capital Markets Rules also require the auditor to include a report on the statement of compliance
prepared by the directors. We are also required to express an opinion as to whether, in the light of the
knowledge and understanding of the Company and its environment obtained in the course of the audit,
we have identified material misstatements with respect to the information referred to in Capital Markets
Rules 5.97.4 and 5.97.5.
We read the statement of compliance and consider the implication for our report if we become aware of
any apparent misstatements or material inconsistencies with the financial statements included in the
annual report. Our responsibilities do not extend to considering whether this statement is consistent with
the other information included in the annual report.
We are not required to, and we do not, consider whether the Board’s statements on internal control
included in the statement of compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company’s governance procedures or its risk and control procedures.
In our opinion:
• the corporate governance statement set out on pages 10 to 11 has been properly prepared in
accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services
Authority
• in the light of the knowledge and understanding of the Company and its environment obtained in the
course of the audit the information referred to in Capital Markets Rules 5.97.4 and 5.97.5 are free from
material misstatement.
Under the Capital Markets Rules we also have the responsibility to:
• review the statement made by the Directors, set out on page 6, that the business is a going concern,
together with supporting assumptions or qualifications as necessary.
We have nothing to report to you in respect of these responsibilities.
The partner in charge of the audit resulting in this independent auditor’s report is
Shawn Falzon for and on behalf of
Ernst & Young Malta Limited
Certified Public Accountants
30 April 2024