Page

General information 3

Statement of profit and loss and other comprehensive income 10

Statement of changes in equity 11

Statement of cash flows 12

Notes to the financial statements 13 - 28

Independent auditor’s report 29 - 36

Mr. Robert Hendrik Rottinghuis

Mr. Robert C. Aquilina

Mr. Antonio Fenech

Mr. Jozef B. Borowski

Mr. Joseph M. Muscat

Gzira GZR 1639

Malta

Lombard Bank Malta p.l.c. Hamburg Commercial Bank AG

67, Republic Street Gerhart-Hauptmann-Platz 50

Valletta VLT 1117 20095 Hamburg

Malta Germany

Ernst & Young Malta Limited

Regional Business Centre

Achille Ferris Street

Msida, MSD 1751

Malta

The directors of the Company hereby present their report and the financial statements for the financial year

ended on 31 December 2021.

The Company has been set up and established to act as a finance company through which the Von der

Heyden Group, which 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, will continue to finance its future projects.

The Company is mainly dependent on the business prospects of the Von der Heyden Group, and

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.

endorsed by the current Board in August 2020. It 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 and Mr. Robert Hendrik Rottinghuis as its Chief Executive Officer.

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:

with the requirements of the Maltese Capital Market Rules issued by the Malta Financial Services Authority.

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:

The Audit Committee’s Terms of Reference, adopted on 12 January 2017 and amended on 14 July 2021, are

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, implementation of the 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 CFO. 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

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 shareholder, has not established

a committee to carry out a performance evaluation of its role in accordance with art. 7 of the Corporate

Governance Code.

In accordance with art. 9 of the Corporate Governance Code, the Company regularly issues Company

Announcements in order to formally comply with the Capital Markets Rules 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.

procedures throughout the Group subsidiaries.

Notes

Retained earnings

The notes on pages 13 to 28 are integral part of these financial statements.

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,

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.

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

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

(LGD) and Exposure at Default (EAD). Lifetime ECL is calculated on a similar basis for the residual life of the

exposure.

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.

The measurement of financial liabilities depends on their classification, as described below:

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

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.

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.

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

The carrying amount of the Company's non-financial assets, other than investment property, are reviewed at

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value

less cost to sell. In assessing value in use, the estimated future cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of money and the

risks specific to the asset.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the

loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the

estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that

depreciation or amortisation, if no impairment loss had been recognised.

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.

Given that the Company has no qualifying assets, borrowing costs are recognised as an expense in the period

in which they are incurred.

the fair value of the consideration to be paid in the future for goods and services received, whether or not

billed to the Company.

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

which would warrant their description as significant in terms of the requirements of IAS 1 (revised) –

‘Presentation of financial statements’.

The ability of Von der Heyden Group Finance p.l.c. to meet its obligations, both in terms of servicing its debts

the Group has sufficient liquidity to meet all its obligations when and as these falls due in the foreseeable

Bank interest income

applicable tax rate in Malta of 35% as follows:

Theoretical tax charge

As at 31 December 2021, the Company had no unutilized tax losses (2020: €48,868) and other deductible

temporary differences arising on impairment of financial assets of €53,574 (2020: €53,574), which gave rise to

an unrecognised deferred tax asset of €18,751 (2020: €35,855) which has not been recognized in the financial

statements in view of the potential uncertainty that future taxable profits would be available to absorb such

asset.

These represent loans advanced to related companies from the net proceeds of the bond issue. They are

annual rate of 4.4%. The loans are repayable as follows:

interest of 7.5% and are repayable by 31 December 2022.

249,999 Ordinary ‘A’ Shares of €1 each

1 Ordinary ‘B’ Share of €1 each

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.

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.

During 2017 the Company issued an aggregate principal amount of €25 million bonds (2017-2024), having a

nominal value of €1,000 each, bearing interest at the rate of 4.4% per annum. The bonds are unsecured

pursuant and subject to the terms and conditions in the prospectus dated 30 January 2017. The quoted

market price as at 31 December 2021 for the 4.4% Bonds 2017 - 2024 was 100.93 (2020: 100.00).

The parent company, Timan Investments Holdings Limited, has provided a corporate guarantee in favour of

- Accumulated amortisation

Other taxes payable

Cash and cash equivalents in the statement of financial position and statement of cash flows include the

following components:

Bank balances

Cash and cash equivalents include bank accounts of €116,929 (2020: €118,509) pledged in favour of third

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 9 and 10 to the financial statements.

is disclosed in note 10 to the financial statements

Directors’ fees and remuneration are disclosed in note 4 to the financial statements.

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.

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.