ANNUAL REPORT AND
FINANCIAL STATEMENTS
31 December 2022
Company Registration No.: C 77266
14 East, Level 8, Sliema
Road, Gzira GZR1639, Malta
VON DER HEYDEN
GROUP FINANCE PLC
2
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
CONTENTS
Page
General information 3
Directors’ report 4 - 7
Statement of compliance with the principles of good corporate governance 8 - 9
Financial statements 10
▪ Statement of financial position 11
▪ Statement of profit and loss and other comprehensive income 12
▪ Statement of changes in equity 13
▪ Statement of cash flows 14
▪ Notes to the financial statements 15 - 29
Independent auditor’s report 30 - 37
3
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
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 (Appointed on 17 May 2022)
Mr. Joseph M. Muscat
Mr. Jozef B. Borowski
Mr. Robert C. Aquilina
Mr. Robert Hendrik Rottinghuis (Resigned on 17 May 2022)
Company Secretary
Dr. Karen Coppini
Registered Office
14 East, Level 8
Sliema Road
Gzira GZR 1639
Malta
Bankers
Lombard Bank Malta p.l.c. Hamburg Commercial Bank AG
67, Republic Street Gerhart-Hauptmann-Platz 50
Valletta VLT 1117 20095 Hamburg
Malta Germany
HSBC Bank Malta p.l.c.
116, Archbishop Street
Valletta, VLT1444
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 2022
DIRECTORS’ REPORT
The directors of the Company hereby present their report and the financial statements for the financial year
ended on 31 December 2022.
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,
having its 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 principally specializes in the business of developing high quality office buildings
and other property developments, as well as owning and managing hotel and residential properties in several
European countries including Malta.
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 its obligations under the issued bonds.
The Company’s assets consist principally of the amounts lent to the related companies 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.
Review of the Business
On 16 December 2022, the Company issued an unsecured bond of an aggregate principal amount of €35
million (the “second bond”) mainly to roll-over €25 million 4.4% bond issued in 2017 and maturing in 2024 (the
“first bond"), and to obtain additional financing for the Group’s ongoing development of Andersia Silver
project in Poznan, Poland as well as for general corporate funding purposes. The second bond carries a
coupon rate of 5% per annum payable every 16 December and will mature on 16 December 2032.
On issuing the second bond, the Company early redeemed the first bond that was due to mature on 8 March
2024. Through a bondholders’ meeting held on 31 October 2022, with a 63.5% quorum in nominal value of the
first bond, a 98.69% approval was achieved authorising the Company to early redeem the first bond. In the
process, bondholders representing 78% in nominal value of the first bond, for a total of €19,548,100, rolled-
over their holdings to the second bond.
The high roll-over rate is a testament of the bondholders’ unwavering confidence in the Group and the
Company is committed to continue to provide the best possible service to the bondholders. In this respect,
the Company has paid out a 1% redemption premium to all the bondholders of the first bond, for a total of
€250,000, as a gesture of appreciation for their invaluable support and confidence in the Group.
5
DIRECTORS’ REPORT - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
Review of the Business - continued
Proceeds from the issuance of the second bond amounted to €15,014,400 while €5,451,900 of the first bond
was redeemed. Total debt securities in issue at the year-end stood at €34,578,089 (2021: €25,812,018) including
accrued interest on bonds and other amounts due to the bondholders.
In line with the use of the proceeds set out in the Prospectus, €8.9 million were on-lent to the Group
companies bringing the total loans receivable to €30,714,495 (non-current: €27,843,750, current: €2,870,745)
from €21,814,495 (non-current) in 2021. Finance income generated from these loans, which bore interest
between 4.4% to 7.5% per annum, amounted to €1,670,839 (2021: €1,459,268). Finance costs incurred during
the year amounted to €1,165,260 (2021: €1,141,630) arising from the debt securities in issue. Consequently, net
finance income for the year closed at €505,579 (2021: €317,638).
Administrative expenses during the year amounted to €228,586 (2021: €157,764) with the increase from last
year mainly attributable to costs for public relations as well as an increase in payroll costs and other expenses.
The Company has recorded a one-off loss of €293,249 in respect of the extinguishment of the financial liability
arising on the early redemption of the first bond which includes the €250,000 early redemption premium
paid, as well as the €43,249 unamortised portion of the bond issue cost of the first bond. Taken in aggregate,
the Company registered a loss before tax for the year of €16,256 compared to the €159,874 profit in the
previous year.
Following the second bond issue, through a restructuring exercise carried out, certain loans receivable from
the group and related companies were assigned to the parent company. This exercise was completed in Q1
2023 when €3.5 million loan receivable from the ultimate parent company, the €2.7 million loans receivable
from group undertakings and the €0.45 million loan receivable from other related parties were assigned to,
and became due from, the parent company. Following this assignment, a 6.5% interest rate per annum and
a maturity date of 16 September 2032 was applied to these loans.
Considering the Company’s and the Group’s business prospects and having assessed the performance of the
debtor companies and the recoverability of the loans disbursed, the Directors of the Company are of the
opinion that the business remains a going concern.
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 18 in the financial statements.
Results and Dividends
The results for the year are set out in the statement of comprehensive income on page 12. The directors do
not recommend the payment of a dividend.
Related Party Transactions
During the financial year ended 31 December 2022 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 2022
Directors
The directors who held office during the year were:
Mr. Antonio Fenech
Mr. Javier Errejon Sainz de la Maza
Mr. Robert C. Aquilina
Mr. Jozef B. Borowski
Mr. Joseph M. Muscat
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) 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 accruals basis.
▪ value separately the components of asset and liability items.
▪ report comparative figures corresponding to those of the preceding accounting period; and
▪ prepare the financial statements in accordance with generally accepted accounting principles as
defined in the Companies Act (Cap. 386) and in accordance with the provision of the same Act.
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) enacted in 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 2022
Going Concern Statement Pursuant to Capital Market Rule 5.62
After making enquiries, the directors, at the time of approving the financial statements, have determined that
there is reasonable expectation that the Company has adequate resources to continue operating for the
foreseeable future. For this reason, the directors have adopted the going concern basis in preparing the
financial statements.
Events after the Reporting Period
Events after the reporting period are disclosed in Note 20 to the financial statements.
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 28 April 2023 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 2022.
8
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
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 and in May 2022. 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:
▪ Mr. Robert C. Aquilina (Independent Director)
▪ Mr. Jozef B. Borowski
▪ Mr. Joseph M. Muscat (Independent Director)
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)
▪ Mr. Robert C. Aquilina (Independent Director)
▪ 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.
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 shares A.
9
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 2022
In accordance with art. 5 of the Corporate Governance Code, the Board of Directors of the Company has
formally met during the year 2022 on nine occasions. The Audit Committee met on six occasions during the
year 2022.
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, Dr. Karen Coppini, 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 momentarily not 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. During the year, the Group has implemented an Environment, Social and
Governance (ESG) data collection software which enabled the Group to measure the emissions from its
hospitality and yachting activities as well as operations in leased office spaces. The Group also has continued
to show active support and made donations to wildlife and humanitarian charities. The Group and its
subsidiaries have also organised a clean-up event for the World Clean-Up Day in September 2022, with
volunteers collecting over 50 bags of debris, micro-plastics and trash from land and sea in one day. The Group
also celebrated the opening of Hammett’s Monastik in Malta in April 2022, whose mission is to source all
ingredients locally within one year, in an aim to minimise food miles.
The Group will continue to measure its environmental and social impact, as well as find ways to mitigate and
adapt to climate-related risks. Aware of the environmental and social impact of its activities, the Group will be
publishing an ESG Report for the first time in the coming year.
10
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
Financial
Statements
11
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
STATEMENT OF FINANCIAL POSITION
As at 31 December
2022
2021
Notes
€
€
ASSETS
Non-current assets
Loans receivable
10
27,843,750
21,814,495
Current assets
Loans and other receivables
11
5,236,432
1,462,063
Cash and cash equivalents
16
2,126,310
3,050,709
Total current assets
7,362,742
4,512,772
TOTAL ASSETS
35,206,492
26,327,267
EQUITY AND LIABILITIES
Equity
Share capital
12
250,000
250,000
Retained earnings
151,716
177,800
TOTAL EQUITY
401,716
427,800
Non-current liabilities
Debt securities in issue
14
34,380,136
24,916,740
Current liabilities
Debt securities in issue
14
197,953
895,278
Trade and other payables
15
161,981
32,571
Income tax payable
8
64,706
54,878
Total current liabilities
424,640
982,727
TOTAL LIABILITIES
34,804,776
25,899,467
TOTAL EQUITY AND LIABILITIES
35,206,492
26,327,267
The notes on pages 15 to 29 are integral part of these financial statements.
The financial statements on pages 10 to 29 have been authorized for issue by the Board of Directors on 28
April 2023 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 2022.
12
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 31 December
2022
2021
Notes
€
€
Finance income
6
1,670,839
1,459,268
Finance costs
7
(1,165,260)
(1,141,630)
Net finance income
505,579
317,638
Administrative expenses
4
(228,586)
(157,764)
Loss on extinguishment of financial liability
5
(293,249)
-
(Loss) / Profit before tax
(16,256)
159,874
Taxation
8
(9,828)
(54,878)
(Loss) / Profit for the financial year
(26,084)
104,996
Total comprehensive (loss) / income
for the financial year, net of tax
(26,084)
104,996
Basic and diluted earnings per share
13
(0.10)
0.42
The notes on pages 15 to 29 are integral part of these financial statements.
13
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December
Share
Retained
Total
capital
earnings
equity
€
€
€
Financial year ended 31 December 2021
Balance as at 1 January 2021
250,000
72,804
322,804
Total comprehensive income for the year:
- Profit for the financial year
-
104,996
104,996
Balance as at 31 December 2021
250,000
177,800
427,800
Financial year ended 31 December 2022
Balance as at 1 January 2022
250,000
177,800
427,800
Total comprehensive loss for the year:
- Loss for the financial year
-
(26,084)
(26,084)
Balance as at 31 December 2022
250,000
151,716
401,716
The notes on pages 15 to 29 are integral part of these financial statements.
14
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
STATEMENT OF CASH FLOWS
For the year ended 31 December
2022
2021
Notes
€
€
Cash flow from operating activities
(Loss) / Profit before tax
(16,256)
159,874
Adjustments for:
Amortisation of bond issue costs
42,410
41,630
Loss on extinguishment of financial liability
5
293,249
-
Operating profit before working capital movements
319,403
201,504
Increase in loans and other receivables
(1,202,518)
(772,196)
(Decrease)/Increase in trade and other payables
(567,915)
4,087
Net cash flows used in operating activities
(1,451,030)
(566,605)
Cash flows from investing activities
Loans to related parties
10
(8,900,000)
(7,500,000)
Loan repayments from related parties
-
750,000
Net cash flows used in investing activities
(8,900,000)
(6,750,000)
Cash flows from financing Activities
Proceeds from new issuance of debt securities
14
15,014,400
-
Repayment of debt securities in issue
14
(5,337,769)
-
Premium paid to redeem the first bond
5, 14
(250,000)
-
Net cash flows from financing Activities
9,426,631
-
Net movement in cash and cash equivalents
(924,399)
(7,316,605)
Cash and cash equivalents at beginning of year
3,050,709
10,367,314
Cash and cash equivalents at end of year
16
2,126,310
3,050,709
Additional information on operational cash flows from interest
Interest received
790,320
675,006
Interest paid
14
(1,896,213)
(1,100,000)
The notes on pages 15 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 2022
NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal 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.
1.1 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 adopted the following amendments and improvements to EU-IFRS:
▪ Amendment to IFRS 16 Leases: COVID-19-Related Rent Concessions beyond 30 June 2021 (applicable for
annual periods beginning on or after 1 April 2021, earlier application permitted)
▪ Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (applicable for
financial years on or after 1 January 2022)
▪ Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts —
Cost of Fulfilling a Contract (applicable for financial years on or after 1 January 2022)
▪ Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (applicable for
financial years on or after 1 January 2022)
▪ Amendments to IFRS 9 and IAS 41 (as part of the 2018 – 2020 Annual Improvement cycle) – Financial
instruments (applicable for financial years on or after 1 January 2022)
The adoption of these amendments and improvements did not have significant impact on the financial
statements or performance of the Company.
Standards, interpretations, and amendments issued 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.
▪ IFRS 17 Insurance Contracts (issued on 18 May 2017); including Amendments to IFRS 17 (issued on 25 June
2020) (applicable for annual periods beginning on or after 1 January 2023)
▪ Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative
Information (issued on 9 December 2021) (applicable for annual periods beginning on or after 1 January
2023)
▪ Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure
of Accounting Policies (issued on 12 February 2021) (applicable for annual periods beginning on or after 1
January 2023)
▪ Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates (issued on 12 February 2021) (applicable for annual periods beginning on or after 1
January 2023)
▪ Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (issued on 7 May 2021) (applicable for annual periods beginning on or after 1 January 2023)
None of these new standard or amendments is expected to have an impact on the financial position or
performance of the Company.
16
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
1.1 Basis of preparation - continued
Standards, interpretations and amendments that are not yet adopted by the European Union
The following amendments to IFRS have been issued by the International Accounting Standards Board but
have not yet been adopted in the European Union.
▪ Amendments to IAS 1 Presentation of Financial Statements:
- Non-current Liabilities with Covenants (issued on 31 October 2022) (applicable for annual periods
beginning on or after 1 January 2024 or later)
- Classification of Liabilities as Current or Non-current Date (issued on 23 January 2020) (applicable
for annual periods beginning on or after 1 January 2024).
- Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on 15 July
2020) (applicable for annual periods beginning on or after 1 January 2024).
▪ Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022)
(applicable for annual periods beginning on or after 1 January 2024)
None of these amendments is expected to have an impact on the financial position or performance of the
Company.
1.2 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
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Company’s business model for managing them. With the exception of trade
receivables that do not contain a significant financing component or for which the Company has applied the
practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
▪ Financial assets at amortised cost (debt instruments)
▪ Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments)
▪ Financial assets designated at fair value through OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments)
▪ Financial assets at fair value through profit or loss
17
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
1.2 Financial instruments - continued
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Company. The Company measures financial assets at amortised cost
if both of the following conditions are met:
▪ The financial asset is 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
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and
are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial assets at fair value through OCI (debt instruments)
The Company measures debt instruments at fair value through OCI if both of the following conditions are
met:
▪ The financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling; 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.
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation are recognised
in the statement of profit or loss and computed in the same manner as for financial assets measured at
amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative
fair value change recognised in OCI is recycled to profit or loss.
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under IAS 32
Financial Instruments: Presentation and are not held for trading. The classification is determined on an
instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as
other income in the statement of profit or loss when the right of payment has been established, except when
the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which
case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject
to impairment assessment.
18
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
1.2 Financial instruments - continued
Financial assets - continued
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required
to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the
purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives,
are also classified as held for trading unless they are designated as effective hedging instruments. Financial
assets with cash flows that are not solely payments of principal and interest are classified and measured at
fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt
instruments to be classified at amortised cost or at fair value through OCI, as described above, debt
instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates,
or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the statement of profit or loss.
The Company holds no financial assets at fair value through OCI or profit or loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily 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.
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.
19
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
1.2 Financial instruments - continued
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge,
as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This
category also includes derivative financial instruments entered into by the Company that are not designated
as hedging instruments in hedge relationships as defined by IFRS 9.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at
the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.
The Company holds no financial liabilities at fair value through profit or loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings 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.
Derecognition
A financial liability is 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.
20
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
1.3 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.
1.4 Borrowing costs
Given that the Company has no qualifying assets, borrowing costs are recognised as an expense in the period
in which they are incurred.
1.5 Trade and other payables
Liabilities for trade and other payables, including amounts due to related parties are carried at cost which is
the fair value of the consideration to be paid in the future for goods and services received, whether or not
billed to the Company.
1.6 Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are
recognised as a deduction from equity.
1.7 Tax
The tax charge/(credit) in the profit and loss for the year normally comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
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. Deferred tax is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that have been enacted or substantially enacted
by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable
profits will be available against which the temporary difference can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be realised.
1.8 Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party
or exercise significant influence over the other party in making financial and operating decisions. Parties are
also considered to be related if they are subject to common control or common significant influence. Related
parties may be individuals or corporate entities. Related party accounts are carried at cost, net of any
impairment charge.
21
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
2. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
In preparing the financial statement, 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.
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
11 and 16.
3. GOING CONCERN
As at 31 December 2022, the Company has debt securities in issue with an aggregate principal amount of €35
million (the “second bond”). The Company’s second bond bears interest at 5% per annum, payable annually
every 16 December and will mature on 16 December 2032.
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 Group and related companies. As disclosed in notes 11 and 14, the parent company, TIMAN
Investments Holdings Limited, has provided a corporate guarantee in favor of the bondholders and in favor
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 Directors have assessed the appropriateness of the going concern basis by reviewing cash flow forecasts
prepared by management, taking into account significant events and transactions that have occurred or are
expected to occur subsequent to year end. The Directors are satisfied that the Group has sufficient liquidity
to meet all its obligations when and as these falls due in the foreseeable future, and it is therefore appropriate
to continue adopting the going concern assumption in the preparation of these financial statements.
22
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
4. EXPENSES BY NATURE
2022
2021
€
€
Staff costs (i)
101,486
84,791
Auditor’s remuneration (ii)
14,000
10,620
Marketing
29,240
-
Other expenses
83,860
62,353
228,586
157,764
i. Staff costs for the period include the following:
2022
2021
€
€
Directors’ remuneration
80,526
39,999
Salaries and wages
20,960
44,792
101,486
84,791
Average number of employees during the year:
6
4
ii. Fees charged by the statutory audit firm for services rendered during the periods were the following:
2022
2021
€
€
Annual statutory audit
9,500
6,120
Other assurance services
4,500
4,500
14,000
10,620
Fees charged by other firms belonging to the statutory audit firm’s network were:
2022
2021
€
€
Tax compliance service
1,746
1,640
Other non-audit services in relation to bond issue (Note 14)
64,900
-
66,646
1,640
5. LOSS ON EXTINGUISHMENT OF FINANCIAL LIABILITY
2022
2021
€
€
Unamortised portion of the bond issue costs of the
€25 million 4.4% 2024 bond (the “first bond”) (Note 14)
43,249
-
Premium paid to redeem the first bond (Note 14)
250,000
-
293,249
-
6. FINANCE INCOME
2022
2021
€
€
Interest income on loans to related parties
1,670,714
1,459,268
Bank interest income
125
-
1,670,839
1,459,268
23
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
7. FINANCE COSTS
2022
2021
€
€
Interest on debt securities in issue
1,165,260
1,141,630
8. TAXATION
The tax charge for the year is analysed as follows:
2022
2021
€
€
Current tax charge
64,706
54,878
Income tax credit in relation to previous period
(54,878)
-
9,828
54,878
Income tax payable by the Company as at 31 December 2022 amounted to €64,706. As at 31 December 2021
the Company had a tax payable of €54,878, which 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:
2022
2021
€
€
Profit before tax
(16,256)
159,874
Theoretical tax charge
(5,690)
55,956
Tax effects of:
- Movement in unrecognised deferred taxes
(17,104)
(17,104)
- Non-deductible permanent differences
87,500
16,026
- Income tax related to previous period (Note 9)
(54,878)
-
9,828
54,878
Effective income tax rate
60%
34%
9. DEFERRED TAXATION
Deferred income taxes are calculated on temporary differences under the liability method using a principal
tax rate of 35%.
As at 31 December 2022, the Company had no unutilised tax losses (2021: €48,868) and had other deductible
temporary differences arising on impairment of financial assets of €53,574 (2021: €53,574) that gave rise to an
unrecognised deferred tax asset of €18,751 (2021: €35,855) and which had not been recognized 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 2021 was restated to reflect the group loss relief received from the
parent company at the tax return submission stage.
24
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
10. LOANS RECEIVABLE
2022
2021
€
€
Loans receivable from parent company (i)
23,093,750
11,493,750
Loans receivable from ultimate parent company (ii)
3,500,000
3,500,000
Loans receivable from group undertakings (iii)
500,000
5,620,745
Loans receivable from other related parties (iii)
750,000
1,200,000
27,843,750
21,814,495
These represent the amounts on-lent by the Company to the related companies from the first bond and the
additional proceeds from the second bond. The increase in loans receivable, both non-current and current,
from 2021 relates to the additional €8.9 million advanced to the parent company during 2022.
i. The loans receivable from the parent company bore interest of 7.5% per annum and were due to be
repaid by 1 March 2024. Following the second bond issue, these loans were restructured within a new
€34 million master loan agreement between the Company and the parent company effective as from
20 December 2022 when an interest rate of 6.5% per annum and a final redemption date of 16
September 2032 were applied.
ii. The loan receivable from the ultimate parent company bears interest of 4.4% per annum and matures
by 1 March 2024.
iii. The loans receivable from group undertakings and other related parties bear interest of 7.5% per
annum and mature by 1 March 2024.
As at 31 December, the non-current loans are repayable as follows:
2022
2021
€
€
Between 1 and 2 years
4,750,000
14,364,495
Between 3 and 5 years, but not later than 1 March 2024
-
7,450,000
More than 5 years
23,093,750
-
27,843,750
21,814,495
After the year-end, certain of the loans receivable from the ultimate parent company, group undertaking and
other related parties were assigned to the parent company (Note 20).
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 11 if the said borrowers fail to do so.
11. LOANS AND OTHER RECEIVABLES
2022
2021
€
€
Loans receivable from group undertakings
2,420,745
-
Loans receivable from other related parties
450,000
-
Accrued interest on loans receivable
2,380,815
1,500,419
Other receivables
28,121
4,893
5,279,681
1,505,312
Less: Expected credit loss allowance under IFRS 9
(43,249)
(43,249)
5,236,432
1,462,063
The loans receivable from group undertakings and from other related parties are subject to annual interest
of 7.5%. After the year-end, the loans receivable from group undertakings and from other related parties were
assigned to the parent company (Note 20).
25
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
12. SHARE CAPITAL
2022
2021
€
€
Authorised, issued and fully paid up
249,999 Ordinary ‘A’ Shares of €1 each
249,999
249,999
1 Ordinary ‘B’ Share of €1 each
1
1
250,000
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.
13. 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
2021
€
€
Profit for the year
(26,084)
104,996
Weighted number of ordinary shares
250,000
250,000
Basic and diluted earnings per share
(0.10)
0.42
14. DEBT SECURITIES IN ISSUE
2022
2021
€
€
Non-current
Listed Debt Securities MT0001401216 - 5% €35M Bonds 2032
35,000,000
-
Listed Debt Securities MT0001401208 - 4.4% €25M Bonds 2024
-
25,000,000
35,000,000
25,000,000
Less: Unamortised bond issue costs
(619,864)
(83,260)
34,380,136
24,916,740
Current
Accrued interest on bonds payable (i)
68,056
895,278
Amounts held on behalf of bondholders (ii)
129,897
-
197,953
895,278
i. Interest paid in relation to the bond during 2022 totalled to €1,896,213 (2021: €1,100,000). In addition to
the bond interest payment due in March 2022, the Company also settled the interest on the first bond
accruing up to the redemption date of 16 December 2022.
ii. This relates to amounts due to bondholders held by the Company until the instructions for payment
are received from the Malta Stock Exchange.
On 16 December 2022, the Company issued the second bond of an aggregate principal amount of €35 million
with a nominal value of €100 each. The second bond is unsecured, bears 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 second 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 2022,
the quoted price of the second bond was 100.
The proceeds from the second bond were used mainly to early redeem the first bond that was due to mature
on 8 March 2024, and to partly finance the Group’s ongoing construction of the Andersia Silver in Poznan,
Poland as well as for general corporate funding purposes.
26
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
14. DEBT SECURITIES IN ISSUE - continued
The Company’s first bond amounting to €25 million, issued in 2017 with a nominal value of €1,000 per bond,
was unsecured, bore interest of 4.4% per annum and was due to be redeemed on 8 March 2024 terms and
conditions in the prospectus dated 30 January 2017. As part of the issuance of the second bond, the Company
has early redeemed the first bond on 16 December 2022 upon the approval of the bondholders through a
bondholders’ meeting held on 31 October 2022. The Company’s first bond was traded on the Malta Stock
Exchange with a trading symbol of VH24A and ISIN MT0001401208. The quoted market price as at 31
December 2021 of the first bond was 100.93.
To early redeem the first bond, the Company paid the bondholders a redemption premium of 1% for a total of
€250,000 and the accrued interest up to the redemption date of 16 December 2022. This redemption
premium payment is presented within the loss on extinguishment of financial liability together with the
unamortised portion of the bond issue cost of the first bond amounting to €43,249, resulting in loss on
extinguishment of financial liability of €293,249 as disclosed in note 5.
Proceeds from the issuance of the second bond amounted to €15,014,400 while €5,451,900 of the first bond
were redeemed, out of which €5,337,770 has been settled, while the remaining €114,130 is being held by the
Company until the instructions for payment are received from the Malta Stock Exchange.
Total costs to issue the second bond amounted to €622,264, which will be amortised until the maturity of the
second bond. The carrying amount of the bonds is presented net of bond issue costs as follows:
2022
2021
€
€
Bond issue costs
622,264
283,535
Less: Accumulated amortisation
(2,400)
(200,275)
Unamortised bond issue costs
619,864
83,260
The parent company, TIMAN Investments Holdings Limited, has provided a corporate guarantee in favor 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 favor 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.
15. TRADE AND OTHER PAYABLES
2022
2021
€
€
Trade payables
97,869
8,719
Accruals
11,784
22,999
Other taxes payable
52,328
853
161,981
32,571
16. CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the statement of financial position and statement of cash flows include the
following components:
2022
2021
€
€
Bank balances
2,136,635
3,061,034
Less: Expected credit loss allowance under IFRS 9
(10,325)
(10,325)
2,126,310
3,050,709
Cash and cash equivalents includes €115,789 (2021: €116,929) a pledge for a rental deposit in favour of a third
party and €7,531 (2021: €7,529) pledged as collateral against the Company’s credit card facility.
27
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
17. 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 are able to exercise significant influence over the Company’s operations. The
Company has affected advances to these entities as disclosed in notes 10 and 11 to the financial statements.
Interest receivable on these advances is disclosed in note 6 and the accrued interest receivable at period-end
is disclosed in note 11 to the financial statements.
Directors’ fees and remuneration are disclosed in note 4 to the financial statements.
18. 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.
18.1 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.
18.2 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 14,
equity attributable to equity holders, comprising issued share capital and retained earnings as disclosed in
Note 12 to these financial statements and in the statement of changes in equity.
18.3 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 10, 11 and 16.
28
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
18. FINANCIAL INSTRUMENTS - continued
18.4 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 14
and 15. 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
Within 1
1 to 2
2 to 5
Over 5
Year
Years
years
years
Total
€
€
€
€
€
31 December 2022
Trade payables
97,869
-
-
-
97,869
Debt securities in issue
1,750,000
1,750,000
5,250,000
43,750,000
52,500,000
1,847,869
1,750,000
5,250,000
43,750,000
52,597,869
31 December 2021
Trade payables
8,719
-
-
-
8,719
Debt securities in issue
1,100,000
1,100,000
26,100,000
28,300,000
1,108,719
1,100,000
26,100,000
-
28,308,719
18.5 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.
18.6 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 14.
29
NOTES TO THE FINANCIAL STATEMENTS - continued
VON DER HEYDEN GROUP FINANCE P.L.C.
Annual Report and Financial Statements - 31 December 2022
19. STATUTORY 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.
20. EVENTS AFTER THE REPORTING PERIOD
After the year-end, the €3,500,000 loan receivable from ultimate parent company, the €450,000 loan
receivable from other related parties and €2,696,000 loan receivable from a group undertaking (notes 10 and
11) were assigned to and became due from the parent company. The assigned loans are subject to 6.5%
interest rate per annum and a maturity date of 16 September 2032.
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 10 to 29, which comprise the statement of financial position as at 31 December 2022, 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 a summary of significant
accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
the Company as at 31 December 2022, 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.
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. 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.
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 – continued
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 10 and 11, represent 93% of the
Company’s total assets as of 31 December 2022. Loans receivable which are classified as financial assets at
amortised cost as described in note 1.2, 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 2022 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.
We have also assessed the relevance and adequacy of disclosures relating to loans receivable from related
companies presented in notes 1.2, 2, 10 and 11 to the financial statements.
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
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 5 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
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 2022, 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 2022 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 8 to 9 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
28 April 2023
