ANNUAL REPORT
for the year ended December 31, 2023
2023
ANNUAL REPORT
for the year ended December 31, 2023
Page number
Officers and Professional Advisors
1
Management Report
2-5
ESG – Environmental, Social and Governance
6-8
Corporate Governance
9-15
Statement of profit or loss and other comprehensive income
16
Statement of financial position
17-18
Statement of changes in equity
19-20
Statement of cash flows
21
Notes to the financial statements
22-73
Report of the Réviseur d’Entreprises agréé
74-78
2023
1
AROUNDTOWN SA
OFFICERS AND PROFESSIONAL ADVISORS
Board of Directors
Mr. Frank Roseen
Ms. Jelena Afxentiou
Mr. Ran Laufer
Mr. Markus Leininger
Ms. Simone Runge-Brandner
Mr. Markus Kreuter
Mr. Daniel Malkin (appointed on June 28, 2023)
Réviseur d'Entreprises agréé
KPMG Audit S.à.r.l.
Cabinet de révision agréé
39, Avenue John F. Kennedy
L-1855 Luxembourg
Legal Advisors
GSK Luxembourg SA
Registered Office
37, boulevard Joseph II
L-1840
Luxembourg
2
AROUNDTOWN SA
MANAGEMENT REPORT
The management of Aroundtown SA (the “Company”, “Aroundtown” or “AT”) presents the
Company’s annual report for the year ended December 31, 2023.
DEVELOPMENTS AND PERFORMANCE
The Company continued with active debt management using the sales proceeds coming from its
subsidiaries and redeemed €0.6 billion nominal value of its various straight bond series with
contractual maturities between 2025 - 2026 (as well as contractual redemption of 2023
schuldschein), presenting a solid debt maturity prolongation (see note 12.3 of the financial
statements). Additionally, the Company marked down €0.7 billion nominal value of its various
straight bond series with contractual maturities between 2025 - 2031 and perpetual notes, that were
bought by its affiliates. The loss for the year amounted to €63.4 million and the total equity of the
Company amounted to €7.4 billion as at December 31, 2023.
FINANCIAL RISK MANAGEMENT
The Company is exposed to liquidity, operating and other risks. For more information see note 14
of the appended financial statements.
ACTIVITIES IN THE FIELD OF RESEARCH AND DEVELOPMENT
Due to the nature of its business, the Company does not engage in any research and development
activities.
BRANCHES OF THE COMPANY
The Company did not operate any branches in 2023.
OWN SHARES
The Company did not acquire its own shares in 2023 and as at December 31, 2023 held directly
32,287,892 shares and additional 411,599,321 shares through its subsidiaries. There were
deliveries of own shares by the Company as part of the mandatory convertible notes settlement.
For more information see notes 11.1.2 and 11.1.3 of the financial statements.
CAPITAL STRUCTURE
The Company’s ordinary shares are listed on the Frankfurt Stock Exchange – Prime Standard and
included in the MDAX index of the Deutsche Börse (symbol: AT1). The Company also has
perpetual notes and senior straight bonds listed on the Irish Stock Exchange (in particular its
EMTN Programme), Luxembourg Stock Exchange and Frankfurt Stock Exchange. There are no
restrictions on the transfer of the Company’s traded securities.
LIKELY FUTURE DEVELOPMENTS
The Company raising capital and borrowings mainly through its EMTN Programme to fund the
acquisition and development of the underlying property portfolio held by the Company through its
subsidiaries.
3
AROUNDTOWN SA
MANAGEMENT REPORT
(continued)
COMPLIANCE WITH TRANSPARENCY LAW
The Company is subject to, among others, the Luxembourg law of January 11, 2008 on
transparency requirements for issuers, as amended (the “
Transparency Law
”). In particular, the
Company continuously monitors the compliance with the disclosure requirements with respect to
regulated information within the meaning of article 1(10) (the “
Regulated Information
”) of the
Transparency Law and therefore publishes, stores with the Luxembourg Stock Exchange as the
officially appointed mechanism (OAM) and files with the Commission de Surveillance du Secteur
Financier (the “
CSSF
”) the Regulated Information on an ongoing basis.
The quarterly, half-yearly and annual financial reports, investor presentations, press releases and
ad-hoc notifications are available in English on the Company´s website. In addition, the Company
provides on its website information about its organization, its management and upcoming and past
shareholder meetings, such as its Annual General Meetings, Extraordinary General Meetings and
Ordinary General Meetings. The Company´s website further provides a financial calendar
announcing the financial reporting dates as well as other important events. The financial calendar
is published before the beginning of a calendar year and is regularly updated.
The standalone Aroundtown SA financial statements are published annually on the same day of
Aroundtown SA consolidated annual report.
INFORMATION ACCORDING TO ARTICLE 11(2) OF THE LUXEMBOURG TAKEOVER
LAW
The following disclosure is provided pursuant to article 11 of the Luxembourg law of May 19,
2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of April
21, 2004 on takeover bids, as amended (the “Takeover Law”):
(a)
With regard to article 11(1)(a) and (c) of the Takeover Law (capital structure), the relevant
information is available under note 11 (Equity) of the financial statements. In addition, the
Company’s shareholding structure showing each shareholder owning 5% or more of the
Company’s share capital is available below and on the Company’s website, where the
shareholding structure chart is updated as per shareholder notifications on a regular basis.
(b)
With regard to article 11(1)(b) of the Takeover Law, the ordinary shares issued by the Company
are admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard)
and are freely transferable according to the Company’s articles of association (the “Articles of
Association”).
(c)
In accordance with the requirements of Article 11(1)(c) of the Takeover Law, the following
significant shareholdings were reported to the Company until December 31, 2023:
Shareholder name
Amount of shares
(1)
Percentage of voting
rights
Aroundtown SA and its wholly owned
affiliates
259,951,076
16.91%
(2)
Avisco Group PLC / Vergepoint
Limited
(3)
230,660,516
15.01%
TLG Immobilien AG
183,936,137
11.97%
(2)
Stumpf Capital GmbH
(4)
154,351,365
10.04%
4
AROUNDTOWN SA
MANAGEMENT REPORT
(continued)
(1)
Total number of issued and fully paid ordinary shares as of December 31, 2023: 1,537,025,609
(2)
Voting rights are suspended
(3)
Controlled by Mr. Yakir Gabay
(4)
Controlled by Mr. Georg Stumpf
(d)
With regard to article 11(1)(d) of the Takeover Law, each ordinary share of the Company gives
right to one vote according to article 8.1 of the Articles of Association. There are no special control
rights attaching to the ordinary shares. The voting rights attached to ordinary shares held by TLG
Immobilien AG in the Company are suspended. The suspension of the voting rights applies to any
other shares acquired by the Company, either directly or through subsidiaries, pursuant to its buy-
back programme.
(e)
With regard to article 11(1)(e) of the Takeover Law, control rights related to the issue of ordinary
shares are directly exercised by the relevant employees. The key terms and conditions in relation
to the Company’s incentive share plan are described under note 11.1.7 (share-based payment
agreements) of the financial statements.
(f)
With regard to article 11(1)(f) of the Takeover Law, the Articles of Association impose no voting
rights limitations. However, the sanction of suspension of voting rights automatically applies,
subject to the Transparency Law to any shareholder (or group of shareholders) who has (or have)
crossed the thresholds set out in the Transparency Law but have not notified the Company
accordingly. In this case, the exercise of voting rights relating to the shares exceeding the fraction
that should have been notified is suspended. The suspension of the exercise of voting rights is
lifted the moment the shareholder makes the notification.
(g)
With regard to article 11(1)(g) of the Takeover Law, as of December 31, 2023, the Company was
not aware of any agreements between shareholders that would lead to a restriction on the transfer
of shares or voting rights.
(h)
With regard to article 11(1)(h) of the Takeover Law, according to article 15.1 of the Articles of
Association, the members of the Board of Directors of the Company (the “Board”) shall be elected
by the shareholders at their annual general meeting by a simple majority vote of the shares present
or represented. The term of the office of the members of the Board shall not exceed six years, but
they are eligible for re-election. Any member of the Board may be removed from office with or
without specifying a reason at any time. In the event of a vacancy in the office of a member of the
Board because of death, retirement or otherwise, this vacancy may be filled out on a temporary
basis until the next meeting of shareholders, by observing the applicable legal prescriptions.
Further details on the rules governing the appointment and replacement of a member of the Board
are set out in the section “Officers and Professional Advisors” of this annual report.
According to article 14 of the Articles of Association, any amendment to the Articles of
Association made by the general meeting of the shareholders shall be adopted if (i) more than one
half of the share capital is present or represented and (ii) a majority of at least two-thirds of the
votes validly cast are in favour of adopting the resolution. In case the first condition is not reached,
a second meeting may be convened, which may deliberate regardless of the proportion of the
share capital represented and at which resolutions are taken at a majority of at least two-thirds of
votes validly cast.
(i)
With regard to article 11 (1)(i) of the Takeover Law, the Board of Directors is endowed with
wide-ranging powers to exercise all administrative tasks in the interest of the Company including
the establishment of an Advisory Board, an Audit Committee, a Risk Committee, a Remuneration
5
AROUNDTOWN SA
MANAGEMENT REPORT
(continued)
Committee and a Nomination Committee. Further details on the powers of the Board are described
in the section “Officers and Professional Advisors” and “Corporate Governance” of this annual
report.
Pursuant to article 7.2 of the Articles of Association, the Board is authorized to issue shares under
the authorised share capital as detailed under note 11.1.1 (share capital) and note 11.3 (Share-
based payment agreements) of the financial statements. According to article 8.7 of the Articles of
Association, the Company may redeem its own shares to the extent and under the terms permitted
by law. The Company concluded its previously announced share buyback program at the end of
2022. Further details on the Company’s concluded share buyback program are described under
note 11.1.2 (Treasury shares and share buyback programs) of the financial statements.
(j)
With regard to article 11(1)(j) of the Takeover Law, the Company’s listed straight bonds,
perpetual notes and security issuances (listed under note 12 of the financial statements) under the
EMTN programme contain change of control provisions that provide noteholders with the right
to require the Company to repurchase their notes upon a change of control of the issuer. The
Company’s International Swaps and Derivatives Association (ISDA) master agreement securing
derivate transactions with regard to its listed debts contains a termination right if the Company is
financially weaker after a takeover.
(k) With regard to article 11(1)(k) of the Takeover Law, there are no agreements between the
Company and members of the Board or employees according to which, in the event of a takeover
bid, the Company may be held liable for compensation arrangements if the employment
relationship is terminated without good reason or due to a takeover bid.
Luxembourg, March 27, 2024
..................................
...............................
Frank Roseen
Jelena Afxentiou
Executive Director
Executive Director
6
AROUNDTOWN SA
ESG – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
COMMITMENT TO HIGH ESG STANDARDS
At Aroundtown, we are committed to generating sustainable value creation for all our stakeholders
and in this regard, we set ourselves high ESG standards to ensure the sustainability of our business
practices. Recognizing that our long-term success is interconnected with our environmental and social
performance, we aim to make meaningful contributions to the achievement of several of the United
Nations Sustainable Development Goals (UNSDGs) and demonstrate our commitment through our
membership of the UN Global Compact. In line with its principles, we strive to create value while
minimizing our environmental footprint, leveraging positive social impact and upholding high
standards of governance and transparency. Overall, our investment strategy aims to provide benefits
for all stakeholders: society, shareholders, employees, tenants, business partners, local communities,
and ecosystems. For this reason, we have embedded ESG principles across all departments, with
Aroundtown Group’s Sustainability Department steering these efforts. We are pleased to report our
progress towards achieving our long-term ESG goals and are proud to share with you some of our
initiatives and accomplishments in this ESG reporting section.
With regard to Environmental topics, our efforts have been focused on working towards achieving a
higher share of green buildings and investing in measures to reduce emissions and waste. During
2023, we achieved significant milestones in BREEAM certifications and certified 100% of the Dutch
office portfolio. The successful certification of the Dutch office portfolio, initiated as a pilot project
in 2021, served as a foundation for knowledge transfer across the entire portfolio, leading to the
certification of our first German offices in 2023. Overall, 36% of the office portfolio certified and we
expect gradual progress in the coming period. Developments and major refurbishments are aimed at
certification eligibility, and we are analyzing certification options in the hotel portfolio. In line with
our Energy Strategy, which aims at achieving our carbon reduction goals, we made further
investments in energy efficient measures such as installation of Photovoltaics, Combined Heat and
Power, EV charging stations and efficient windows, lighting, roofs, façade and heating systems. These
initiatives contribute to our society’s shared CO2 reduction path while also leading to improved green
building certifications, heightened demand and increased overall value.
On Social topics, our efforts were focused on making further commitments to the well-being of our
communities and increasing the quality of our tenant service. With our Aroundtown Foundation, we
engaged in numerous charities across our portfolio locations in order to support the development of
our communities, working in close contact with local partners and authorities, such as SOS-
Kinderdorf e.V., ShelterBox e.V., Joblinge, and wünschdirwas. Our Social Days program continued
in 2023 where our employees were given the opportunity to volunteer in multiple projects with local
communities. Furthermore, our People Development & Talent Management team has increased
training and development opportunities, covering a wide range of soft and hard skills. In addition,
capitalizing on the high quality of our residential tenant Service Center, we have integrated further
support channels in our commercial tenant Service Center and achieved 24/7 availability and TÜV
and ISO certifications.
With regard to Governance, we continued to improve processes, policies and sustainability reporting.
In particular, we prepared for the Corporate Sustainability Reporting Directive (CSRD), which is
applicable to Aroundtown from January 2024, and started gathering additional data points ready for
the European Sustainability Reporting Standards (ESRS). As a result of years of continuous
improvements in all ESG matters, we have once again received a high level of recognition and
numerous awards. In December 2023, we were included in the Dow Jones Sustainability Index for a
second consecutive year. Recently, both Aroundtown and GCP were included in the Bloomberg
Gender-Equality Index 2023, showing our serious commitment in promoting diversity and anti-
discrimination. We were also included in the MDAX ESG+ index, and maintained our strong rating
with the Sustainalytics ESG Risk Rating in the low-risk category, ranked among top 6th percentile
globally across all industries.
7
AROUNDTOWN SA
ESG – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(continued)
In addition, we received the EPRA BPR Gold award for the 7th time and the EPRA sBPR Gold award
for the 6th time consecutively, reflecting our high standards of financial transparency and
sustainability reporting.
We have made updates to our sustainability reporting. Our performance and impact with regard to
ESG matters can be found on our website, as well as in our Non-Financial Report 2023, which has
been reviewed with limited assurance, and is now part of the Group's Consolidated Annual Report
2023. The Non-Financial Report also contains our in-depth environmental disclosures with relevant
methodological notes following EPRA sBPR guidelines, as well as the required disclosures for its
activities in accordance with the EU Taxonomy Regulation Article 8. In preparation for the first
compliance window of the EU’s Corporate Sustainability Reporting Directive (CSRD) in 2025, the
report was also prepared to be in alignment with the recommendations of the European Sustainability
Reporting Standards (ESRS) to the possible extent. For 2023, we will also publish a Sustainability In-
Focus report to provide a more concise summary, including additional highlights of the year, which
will be published by the end of April 2024.
ENVIRONMENTAL RESPONSIBILITY
Aroundtown Group established a comprehensive Energy and Environmental Policy that addresses all
aspects of energy management and environmental responsibility. With the aim to reduce
environmental pollution by installing sustainable energy systems which improve energy and cost
efficiency, it also focuses on switching procured energy to renewable energy sources in order to
reduce our carbon footprint. It furthermore promotes improving the heating energy efficiency of
buildings to reduce energy demand of the existing building stock. From the outset, environmental
factors are included in the investment strategy, due diligence process and the business plan. Over the
life cycle of the assets and as part of the repositioning process, Aroundtown Group seeks to
continuously reduce their environmental footprint. As part of this process, we conduct regular
environmental due diligences and risk assessments, which include multiple aspects of environmental
management, such as water and waste management, climate risk, energy efficiency and greenhouse
gases (GHG) reduction potential. Aroundtown Group’s efforts to reduce carbon emissions and
generate clean energy support the United Nations Sustainable Development Goals, particularly those
relating to Affordable and Clean Energy (#7) and Climate Action (#13).
To reduce its environmental footprint, address carbon emission reductions, as well as to improve
attractiveness of its properties with regard to sustainability and advanced green technology, AT has
established an Energy Strategy. As the energy market is furthermore shifting towards more
decentralized and renewable/green-based energy, it is important for Aroundtown Group to address
these changes and improve its competitive position within the market. The Energy Strategy supports
the targeted 40% reduction in CO₂ emissions by 2030 by mainly invest
ing in efficient and renewable
energy generation, and storage systems, electrical vehicle charging stations, smart meters and
advanced energy measurement software across the portfolio. The strategy is focused on:
Comprehensive due diligence at the acquisition stage including energy efficiency aspects,
enabling us to develop asset improvement and refurbishment plans to achieve energy
efficiency improvements
Implementation of environmental management policies and procedures, including data
collection, digitalization and reporting, preventative maintenance and ongoing operational
improvement
Sustainable energy measures encompassing investment in solar and wind power systems,
combined heat and power (CHP), electric vehicle (EV) charging stations, smart meters and a
total energy management system
Progressively switching all electricity from Renewable Energy Certificates (RECs) to PPA
certified renewable energy by 2027
8
AROUNDTOWN SA
ESG – ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(continued)
Collaborating with tenants with whom we seek to implement green elements into lease
agreements
During 2023, Aroundtown Group made further investments in energy efficient measures such as PV’s,
CHP’s, EV charging stations and efficient windows, lighting, roofs, façade and heating systems. The
objective of the Group is to reduce the consumption of energy with a high carbon footprint by
increasing the use of renewable energy and setting periodic emission reduction targets. A substantial
share of the fossil-operated heating plants has already been switched, and further units will continue
to be converted on an ongoing basis. Additionally, Aroundtown Group employs strategic partnerships
with energy suppliers (gas and electricity), who must possess relevant certifications.
The details are published in the Consolidated Annual Report 2023 available on AT's website, with a
supplementary Sustainability In-Focus report to be published by the end of April 2024.
Furthermore, Aroundtown Group is aware that sustainable water and waste management is not only
beneficial from an environmental perspective, but also yields cost savings for tenants, thereby
enhancing the attractiveness of the assets for all stakeholders. In 2023, Aroundtown Group welcomed
a Water Resource Specialist to guide our efforts in this regard. The focus is currently on exploring the
potential for remote water meters to not only detect water leaks and unusual water usages more
effectively but also create awareness and influence tenant behavior. In the Netherlands, for instance,
systems that communicate real-time water consumption trends to tenants have been introduced,
encouraging water conservation practices among our tenants. Another measure aiming at reducing the
water footprint of our assets is the implementation of water-saving fixtures in sanitary facilities.
With regards to waste management, Aroundtown Group focuses its efforts on increasing recycling
rates by providing facilities to support waste separation at its sites. We engage with tenants to promote
better waste management practices to further optimize waste and operational costs through waste
management systems. It is important to note that waste management measures are incentivized in
Germany and other locations of the portfolio. An example of such an incentive is having no charges
for recycled waste. The updated Energy and Environmental Policy will further strengthen our water
and waste strategy in coming periods.
PROGRAMS FOR BUSINESS PARTNERS
Aroundtown has a comprehensive compliance framework, which includes our company policies,
codes of conduct, as well as a whistle-blower reporting system. Part of this framework is also focused
on supplier management, requiring business partners to sign a Code of Conduct as a mandatory
component of their contract. This requires them to comply with all relevant legal standards on topics
such as anti-corruption and bribery, as well as respect of human rights.
For further information on Aroundtown Group’s environmental, social and governance responsibility,
please see the 2023 Consolidated Annual Report, which includes our Non-Financial Report.
9
AROUNDTOWN SA
CORPORATE GOVERNANCE
The Group places a strong emphasis on corporate governance, executed responsibly by the Board
of Directors and the management teams. The Group is proud of the high confidence of its investors,
which is reflected in the impressive placement of funds by major global investment banks. Among
AT’s shareholders and bondholders are the large international leading institutional investors and
major global investment and sovereign funds.
Aroundtown follows a very strict Code of Conducts which applies to its employees and business
partners, and include policies for Anti-Bribery, Anti-Corruption, Anti-Discrimination, Conflict of
Interest and others.
Aroundtown is not subject to any compulsory corporate governance code of conduct or respective
statutory legal provisions. In particular, Aroundtown is not required to adhere to the “Ten
Principles of Corporate Governance” of the Luxembourg Stock Exchange or to the German
Corporate Governance Code, which are only applicable to domestic issuers, save for
recommendations C.10 (with sole reference to its applicability to the Chair of the Audit
Committee), D.3, D.9 and D.11 of the German Corporate Governance Code (Deutscher Corporate
Governance Kodex). Aroundown has therefore issued a declaration that it does not deviate from
the aforementioned recommendations of the German Corporate Governance Code. In general,
Aroundtown already complies with most of the principles and continues to take steps to implement
environmental, social and corporate governance best practices throughout its business. The
Group’s efforts support the United Nations Sustainable Development Goals, particularly those
relating to Peace, Justice and Strong Institutions (#16) and Partnerships for the Goals (#17).
The Group also became an active participant in the UN Global Compact in June 2022, one of the
world’s largest corporate sustainability initiatives, signaling the Group’s commitment to strong
corporate governance through adherence the UNGC Ten Principles.
BOARD OF DIRECTORS
The Board of Directors makes decisions solely in the Group’s best interests and independently of
any conflict of interest. The Group is administered by a Board of Directors that is vested with the
broadest powers to perform in the Group’s interests. All powers not expressly reserved by the
Luxembourg Companies Act or by the articles of association to the general meeting of the
shareholders fall within the competence of the Board of Directors.
On a regular basis, the Board of Directors evaluates the effective fulfilment of their remit and
compliance with corporate governance procedures implemented by the Group. This evaluation is
also performed by the Audit and Risk Committees. The Board of Directors currently consists of a
total of seven members, of which three are independent and one is non-executive. The members
are elected by the general meeting of shareholders and resolve on matters on the basis of a simple
majority, in accordance with the articles of association. The number of directors, their term and
their remuneration are determined by the general meeting of shareholders and the maximum term
of directors’ appointment per election is six years according to Luxembourg law, but directors may
be re-appointed after such term.
The Board of Directors is provided with regular training on regulatory and legal updates, sector-
specific and capital markets subjects and ESG matters.
ANNUAL GENERAL MEETING
The next Annual General Meeting of the shareholders is intended to take place on June 26, 2024
in Luxembourg.
10
AROUNDTOWN SA
CORPORATE GOVERNANCE
(continued)
MEMBERS OF THE BOARD OF DIRECTORS
Name
Position
Mr. Frank Roseen
Executive Director
Ms. Jelena Afxentiou
Executive Director
Mr. Ran Laufer
Non-Executive Director
Mr. Markus Leininger
Independent Director
Ms. Simone Runge-Brandner
Independent Director
Mr. Markus Kreuter
Independent Director
Mr. Daniel Malkin
Independent Director – appointed in June 2023
The Annual General Meeting held in June 2023 approved the renewal of the mandate of all the
directors and the automatic expiration on the Annual General Meeting to be held in 2027.
Additionally, at the Extraordinary General Meeting held in July 2023, it was resolved to limit the
total number of members of the Board of Directors to a maximum amount of seven directors.
SENIOR AND KEY MANAGEMENT
Name
Position
Mr. Barak Bar-Hen
Co-CEO and COO
Mr. Eyal Ben David
CFO
Mr. Oschrie Massatschi
CCMO
(Chief Capital Markets Officer)
ADVISORY BOARD
The Board of Directors established an Advisory Board to provide expert advice and assistance to
the Board of Directors. The Board of Directors decides on the composition, tasks and term of the
Advisory Board as well as the appointment and dismissal of its members. The Advisory Board has
no statutory powers under the Luxembourg Companies Act or the articles of association of the
Company, but applies rules adopted by the Board of Directors. The Advisory Board is an important
source of guidance for the Board of Directors when making strategic decisions.
MEMBERS OF THE ADVISORY BOARD
Name
Position
Dr. Gerhard Cromme
Chairman of the Advisory Board
Mr. Yakir Gabay
Advisory Board Deputy Chairman
Mr. Claudio Jarczyk
Advisory Board Member
Mr. David Maimon
Advisory Board Member
11
AROUNDTOWN SA
CORPORATE GOVERNANCE
(continued)
AUDIT COMMITTEE
The Board of Directors established an Audit Committee. The Board of Directors decides on the
composition, tasks and term of the Audit Committee as well as the appointment and dismissal of
its members. The responsibilities of the Audit Committee relate to the integrity of the financial
statements, including reporting to the Board of Directors on its activities and the adequacy of
internal systems controlling the financial reporting processes and monitoring the accounting
processes, including reviewing accounting policies and updating them regularly. The Audit
Committee recommends to the Board of Directors the appointment and replacement of the
approved independent auditor and provides guidance to the Board of Directors on the auditing of
the annual financial statements of the Group and, in particular, shall monitor the independence of
the approved independent auditor, the additional services rendered by such auditor, the issuing of
the audit mandate to the auditor, the determination of auditing focal points and the fee agreement
with the auditor. The Audit Committee consists of the independent directors Mr. Markus Kreuter
(Chairman), Mr. Markus Leininger, Ms. Simone Runge-Brandner and Mr. Daniel Malkin.
RISK COMMITTEE AND RISK OFFICER
The Board of Directors established a Risk Committee tasked with assisting and providing expert
advice to the Board of Directors in fulfilling its oversight responsibilities, relating to the different
types of risks, recommending a risk management structure including its organization and its
process as well as assessing and monitoring the effectiveness of risk management systems. The
Risk Committee is supported by the Risk Officer, who brings a systematic and disciplined approach
to evaluate and improve the culture, capabilities, and practices integrated with strategy-setting and
execution. The Risk Officer’s responsibilities are determined and monitored by the Risk
Committee, whose oversight is established pursuant to the Rules of Procedure of the Risk
Committee. The Risk Committee provides advice on actions of compliance, in particular, by
reviewing the Group’s procedures for detecting risk, the effectiveness of the Group’s risk
management and internal control system and by assessing the scope and effectiveness of the
systems established by the management to identify, assess and monitor risks. The Board of
Directors decides on the composition, tasks and term of the Risk Committee and the appointment
and dismissal of its members. Members of the Risk Committee are Mr. Markus Kreuter
(Chairman), Mr. Markus Leininger,
Ms. Simone Runge, Mr. Daniel Malkin, Mr. Frank Roseen
and Mr. Ran Laufer.
INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEMS
The Group closely monitors and manages any potential risk and sets appropriate measures in order
to mitigate the occurrence of any possible failure to a minimum. The risk management is led by
the Risk Committee, which constructs the risk management structure, organization and processes,
and coordinates risk-related training. The Risk Committee monitors the effectiveness of risk
management functions throughout the organization, ensures that infrastructure, resources and
systems are in place for risk management and are adequate to maintain a satisfactory level of risk
management discipline. The Group categorizes the risk management systems into two main
categories: internal risk mitigation and external risk mitigation.
The internal controls and compliance of the Group is supervised by Mr. Christian Hupfer, the CCO
(Chief Compliance Officer) of the Group.
12
AROUNDTOWN SA
CORPORATE GOVERNANCE
(continued)
INTERNAL RISK MITIGATION
Internal controls are constructed from five main elements:
Risk assessment – set by the Risk Committee and guided by an ongoing analysis of the
organizational structure and by identifying potential weaknesses. Further, the committee assesses
control deficiencies in the organization and executes on issues raised by internal audit impacting
the risk management framework.
Control discipline – based on the organizational structure and supported by employee and
management commitments. The discipline is erected on the foundations of integrity and ethical
values.
Control features – the Group sets physical controls, compliance checks and verifications such as
cross departmental checks. The Group puts strong emphasis on separation of duties as approval
and payments are done by at least two separate parties. Payment verifications are cross checked
and confirmed with budget and contract. Any payment exceeding a certain set threshold amount
requires additional approval by the head of the department as a condition for payment.
Monitoring procedures – the Group monitors and tests unusual entries, mainly through a detailed
monthly actual vs. budget analysis and checks. Strong and sustainable control and organizational
systems reduce the probability of errors and mistakes significantly. The management sees high
importance in constantly improving all measures, adjusting to market changes and organizational
dynamics.
ESG-risk-related expenditures – the Group has included the identification of potential financial
liabilities and future expenditures linked to ESG risks in the organizational risk assessment.
Potential future expenditures on ESG matters and opportunities are included in the financial
budget.
COMPLIANCE, CODE OF CONDUCT, DATA PROTECTION AND INFORMATION & CYBER
SECURITY
Safeguarding the Group from any reputational damage due to error or misconduct is essential in
maintaining the Group’s reputation. Therefore, enforcing responsible behavior guided by integrity is
a central tool for the management in terms of its dealings. For this reason, the compliance and risk
management teams are structured accordingly and supplemented by internal audit procedures,
covering all steps of real estate investment and management chain. In order to stipulate ethical
behavior throughout its operations, Aroundtown implemented Code of Conducts for both its
employment contracts and business partners contracts which include policies that prevent compliance
violations and misconducts. These policies include Anti-Corruption, Diversity and Anti-
Discrimination, Anti-Bribery, measures to prevent human right vilations and Data Protection
Declaration and User Policy as well as a Whistleblowing Policy.
The Group agreed on binding standards to achieve an ethical business conduct within its Group, its
employees and other personnel to expressly distance from corrupt behaviors and unethical business
and such principles shall be explicitly acknowledged by its business partners, too. The Code of
Conduct which is mandatory for Aroundtown’s business partners includes matters such as respecting
and recognizing employees’ rights pertaining to freedom of association and the exercise of collective
bargaining, providing fair remuneration in wages, refraining from child, forced and compulsory labor,
respecting the minimum age requirements within given countries and providing a workplace free of
harassment and discrimination of any kind.
The Code of Conduct for employees is supplemented by topical guidelines, the Diversity Policy and
Anti-Discrimination Policy. The diversity of perspectives from differences in nationality, ethnicity,
race, culture, age, gender, religion, ideology, sexual identity, or physical ability are all respected.
Discrimination on the basis of any of these characteristics constitutes an infringement of basic human
13
AROUNDTOWN SA
CORPORATE GOVERNANCE
(continued)
rights and is explicitly prohibited throughout the Group. In addition to these general requirements, the
Group also promotes diversity in many different areas, such as a professional and cultural background
and talent pool. The commitment to diversity is guided by the Diversity Committee which
implemented a diversity training program during the orientation period for employees. Additionally,
Aroundtown is a signatory of the “Diversity Charter”. The details about the Group’s diversity
management and key figures can be found in its sustainability reporting materials published on AT’s
website.
The Group, in its employee Code of Conduct, has instruments in-place to prevent and fight violations
of law, such as human rights violation, corruption and bribery. The employees have reporting channels
in case of a possible violation where the measures are dealt with in confidence to the full extent
permitted by statutory law. Reported issues are investigated by the Chief Compliance Officer. Besides
the reporting channels, there is also a Whistleblowing Service conducted by an external service
provider, enabling for full anonymity. If any violation is to be found, certain disciplinary measures
are taken if preconditions in that respect are met.
The Company´s Code of Conduct includes the prohibition of insider dealing. The Company is subject
to several obligations under Regulation (EU) No. 596/2014 (Market Abuse Regulation, “MAR”). The
Company notifies pursuant to Article 19 para. 5 sub-para. 1 sentence 1 of MAR, all person discharging
managerial responsibilities of their obligations in the context of managers’ transactions.
Memorandums, notifications and information are distributed regularly.
The Group has established procedures to protect the confidentiality and integrity of management
information and data across all business process. Furthermore, the Group had implemented a wide
range of guidelines and provisions, with the ratification of the EU General Data Protection Regulation
(GDPR), including enhanced mandatory awareness training on GDPR. The Group has implemented
Standard Operating Procedures (SOPs) to ensure that all personal data stored and processed in the
course of the Group’s operations are safe from manipulation and misuse. Additionally, the Group
adopted an information security and privacy strategy in order to maintain a high level of controls to
help minimize the potential risks. The diligence of the Group with regards to all compliance issues
presents itself in the pleasing level of zero compliance related violations. The Code of Conducts for
employees as well as business partners can be found on AT’s website.
EXTERNAL RISK MITIGATION
As ordinary course of business, the Group is exposed to various external risks. The Risk Committee
is constantly determining whether the infrastructure, resources and systems are in place and adequate
to maintain a satisfactory level of risk. The potential risks and exposures are related, inter alia, to
volatility of interest rate risk, inflation risk, liquidity risk, credit risk, regulatory and legal risks,
collection and tenant deficiencies, the need for unexpected capital investments, property damage risk
and market downturn risk. The Group sets direct and specific guidelines and boundaries to mitigate
and address each risk, hedging and reducing to a minimum the occurrence of failure or potential
default.
NOMINATION COMMITTEE
The Board of Directors established a Nomination Committee to identify suitable candidates for
director positions and examine their skills and characteristics. The Nomination Committee consists of
the Independent Directors, Mr. Markus Leininger, Mr. Markus Kreuter, and Ms. Simone Runge-
Brandner.
14
AROUNDTOWN SA
CORPORATE GOVERNANCE
(continued)
REMUNERATION COMMITTEE
The Board of Directors established a Remuneration Committee to determine and recommend to the
Board the Remuneration policy for the Chairman of the Board, the Executive Directors and Senior
Management including evaluation of short-term performance-related remuneration to senior
executives. The Remuneration Committee consists of the Independent Directors, Mr. Markus
Leininger, Mr. Markus Kreuter and Ms. Simone Runge-Brandner.
ESG COMMITTEE
The Board of Directors established an ESG Committee to supervise the company´s ESG processes.
In addition, the Committee reviews and assesses the company’s contribution to sustainable
development. The ESG Committee consists of Mr. Frank Roseen and the Independent Directors, Mr.
Markus Leininger (Chairman) and Mr. Markus Kreuter, and is assisted by the Sustainability
Department.
SHAREHOLDERS’ RIGHTS
The Group respects the rights of all shareholders and ensures that they receive equal treatment. All
shareholders have equal voting rights and all corporate publications are transmitted through general
publication channels as well as on a specific section on its website. The shareholders of Aroundtown
SA exercise their voting rights at the general meeting of the shareholders, whereby each share is
granted one vote. The voting rights attached to shares held by TLG Immobilien AG in Aroundtown
SA are suspended. The suspension of the voting rights also applies to shares held and/ or acquired by
Aroundtown SA, either directly or through subsidiaries, pursuant to its buyback programme. The
Annual General Meeting of the shareholders takes place at such place and time as specified in the
notice of the meeting. At the Annual General Meeting of the shareholders the Board of Directors
presents, among others, the directors report as well as consolidated financial statements to the
shareholders. The Annual General Meeting resolves, among others, on the financial statements of
Aroundtown, the appointment of the approved independent auditor of the Group and the discharge to
and appointment or re-election of the members of the Board of Directors, in case their mandate is
about the expire.
15
AROUNDTOWN SA
RESPONSIBILITY STATEMENT
To the best of our knowledge, the financial statements of Aroundtown SA, prepared in accordance
with the applicable reporting principles for financials statements, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company, and the management report
of the Company includes a fair review of the development of the business, and describes the main
opportunities, risks and uncertainties associated with the Company.
Luxembourg
March 27, 2024
..................................
...............................
Frank Roseen
Jelena Afxentiou
Executive Director
Executive Director
16
AROUNDTOWN SA
The accompanying notes form an integral part of these financial statements
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Year ended
December 31,
2023
2022
Note
in
thousands
Revenue
5
568,600
584,770
Administrative and other expenses
6
0)
2
(9,1
)
12,418
(
Operating profit
0
8
559,4
572,352
Impairment of investment in subsidiaries
9
)
231
,
435
(
(65,495)
Net finance expenses
7
)
5
180,72
(
(284,477)
(Loss) / profit before tax
)
476
,
56
(
222,380
Current and deferred tax (expense) / income
8
)
928
(6,
889
(Loss) / profit for the year
)
404
,
63
(
223,269
(Loss) / profit attributable to:
Owners of the Company
)
557
,
129
(
156,958
Perpetual notes investors
66,153
66,311
(Loss) / profit for the year
)
404
,
63
(
223,269
Other comprehensive (loss) / income:
Items that are or may be reclassified subsequently to profit or
loss, net of tax:
Cash flow hedges and cost of hedging
)
206
,
1
(2
24,753
Total comprehensive (loss) / income for the year
(84,610)
248,022
Total comprehensive (loss) / income attributable to:
Owners of the Company
)
763
,
150
(
181,711
Perpetual notes investors
66,153
66,311
Total comprehensive (loss) / income for the year
)
610
,
84
(
248,022
17
AROUNDTOWN SA
The accompanying notes form an integral part of these financial statements
STATEMENT OF FINANCIAL POSITION
As at December 31,
2023
2022
Note
in
thousands
Assets
Property, plant and equipment
20
36
Investment in subsidiaries
9
17,667,958
19,924,575
Financial assets at fair value through profit or loss
4,235
4,880
Other non-current assets
3,792
53,670
Loan receivables
10
903,144
955,766
Derivative financial assets
14
53,886
98,378
Deferred tax assets
8
4,786
8,610
Non-current assets
18,637,821
21,045,915
Cash and cash equivalents
14
227,011
618,213
Short-term deposits
46,328
-
Trade and other receivables
40,276
41,077
Derivative financial assets
14
224,730
45,972
Current assets
538,345
705,262
Total assets
19,176,166
21,751,177
18
AROUNDTOWN SA
The accompanying notes form an integral part of these financial statements
STATEMENT OF FINANCIAL POSITION
(continued)
As at December 31,
2023
2022
Note
in
thousands
Equity
11
Share capital
15,370
15,370
Share premium and other reserves
5,018,094
5,182,149
Treasury shares
(161,536)
(300,075)
Retained earnings
57,961
187,518
Equity attributable to the owners of the Company
4,929,889
5,084,962
Equity attributable to perpetual notes investors
11.2
2,509,781
2,537,280
Total Equity
7,439,670
7,622,242
Liabilities
Loans and borrowings
12
2,095,019
3,733,702
Bonds and schuldscheins
12
8,292,970
9,545,155
Derivative financial liabilities
14
267,429
394,563
Other non-current liabilities
14
14,976
29,202
Deferred tax liabilities
8
3,348
7,333
Non-current liabilities
10,673,742
13,709,955
Loans and borrowings
12
758,274
74,725
Bonds and schuldscheins
12
49,800
99,993
Derivative financial liabilities
14
131,341
-
Trade and other payables
2,779
126,541
Provisions and current liabilities
120,560
117,721
Current liabilities
1,062,754
418,980
Total liabilities
11,736,496
14,128,935
Total equity and liabilities
19,176,166
21,751,177
The Board
of
Directors of
Aroundtown
SA authorized these financial
statements for
issuance
on
March 27, 2024
..................................
...............................
Frank Roseen
Jelena Afxentiou
Executive Director
Executive Director
19
AROUNDTOWN SA
The accompanying notes form an integral part of these financial statements
STATEMENT OF CHANGES IN EQUITY
Attributable to the owners of the Company
Share
capital
Share
premium
and other
reserves
Cashflow
hedge and
cost of hedge
reserves
Treasury
shares
Retained
earnings
Equity
attributable to
the owners of
the Company
Equity
attributable to
perpetual
notes
investors
Total equity
Note
in
thousands
Balance as at January 1, 2023
15,370
5,149,257
32,892
(300,075)
187,518
5,084,962
2,537,280
7,622,242
(Loss) / profit for the year
-
-
-
-
(129,557)
(129,557)
66,153
(63,404)
Other comprehensive loss for the year, net of
tax
-
-
(21,206)
-
-
(21,206)
-
(21,206)
Total comprehensive (loss) / income for the
year
-
-
(21,206)
-
(129,557)
(150,763)
66,153
(84,610)
Transactions with the owners of the
Company
Contributions and distributions
Equity settled share-based payment
11.1.7
-
(4,754)
-
-
-
(4,754)
-
(4,754)
Settlement of mandatory convertible notes
11.1.3
-
(138,539)
-
138,539
-
-
-
-
Total contributions and distributions
-
(143,293)
-
138,539
-
(4,754)
-
(4,754)
Transactions with perpetual notes
investors
Markdown of perpetual note units
-
444
-
-
-
444
(27,341)
(26,897)
Payment to perpetual notes investors
-
-
-
-
-
-
(66,311)
(66,311)
Total transactions with perpetual notes
investors
-
444
-
-
-
444
(93,652)
(93,208)
Balance as at December 31, 2023
15,370
5,006,408
11,686
(161,536)
57,961
4,929,889
2,509,781
7,439,670
20
AROUNDTOWN SA
The accompanying notes form an integral part of these financial statements
STATEMENT OF CHANGES IN EQUITY
(continued)
Attributable to the owners of the Company
Share
capital
Share
p
remium and
other reserves
Cashflow
hedge
and cost
of hedge
reserves
Treasury
shares
Retained
earnings
Equity
attributable
to the
owners of
the
Company
Equity
attributabl
e to
perpetual
notes
investors
Total
equity
Note
in
thousands
Balance as at January 1, 2022
15,370
5,517,261
8,139
(457,378)
30,560
5,113,952
2,537,280
7,651,232
Profit for the year
-
-
-
-
156,958
156,958
66,311
223,269
Other comprehensive income for the year, net of tax
-
-
24,753
-
-
24,753
-
24,753
Total comprehensive income for the year
-
-
24,753
-
156,958
181,711
66,311
248,022
Transactions with the owners of the Company
Contributions and distributions
Equity settled share-based payment
11.1.7
-
212
-
1,535
-
1,747
-
1,747
Dividend distributions
11.1.4
-
(368,216)
-
155,768
-
(212,448)
-
(212,448)
Total contributions and distributions
-
(368,004)
-
157,303
-
(210,701)
-
(210,701)
Transactions with perpetual notes investors
Payment to perpetual notes investors
-
-
-
-
-
-
(66,311)
(66,311)
Total transactions with perpetual notes investors
-
-
-
-
-
-
(66,311)
(66,311)
Balance as at December 31, 2022
15,370
5,149,257
32,892
(300,075)
187,518
5,084,962
2,537,280
7,622,242
21
AROUNDTOWN SA
The accompanying notes form an integral part of these financial statements
STATEMENT OF CASH FLOWS
Year ended
December 31,
2023
2022
Note
in
thousands
Cash flows from operating activities
(Loss) / profit for the year
(63,404)
223,269
Adjustments for the (loss) / profit:
Depreciation and amortization
16
19
Interest income
5
(25,014)
(36,735)
Dividend income
5
(543,586)
(548,035)
Impairment of investment in subsidiaries
9
435,231
65,495
Net finance expenses
7
180,725
284,477
Current and deferred tax expense / (income)
8
6,928
(889)
Change in working capital
1,169
3,123
Dividend received
82,866
75,163
Tax paid
-
(5)
Net cash from
operating activities
74,931
65,882
Cash flows from investing activities
(Investments in) proceeds from subsidiaries and other
financial assets, net
(200,630)
320,023
Loan repayments from subsidiaries, net
557,940
702,300
Net cash from investing activities
357,310
1,022,323
Cash flows from financing activities
Payments to mandatory convertible notes investors
(5,869)
(12,757)
Payments to perpetual notes investors
(66,311)
(66,311)
Buy-back and redemption of bonds
12.5
(545,092)
(546,469)
Proceeds of loans from financial institutions, net
12.5
-
139,860
Dividend paid to the owners of the Company
11.1.4
-
(212,448)
(Payments to) proceeds from hedge relations, derivatives and
others
(49,442)
58,745
Interest and other financial expenses paid, net
(155,746)
(126,231)
Net cash used in financing activities
(822,460)
(765,611)
Net change in cash and cash equivalents
(390,219)
322,594
Cash and cash equivalents as at January 1
618,213
284,884
Effect of movements in exchange rates on cash held
(983)
10,735
Cash and cash equivalents as at December 31
227,011
618,213
22
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
1.
GENERAL
Incorporation and principal activities
Aroundtown SA (the “Company” or “Aroundtown”), a public limited liability company (Société
Anonyme), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office
at 37, boulevard Joseph II, L-1840, Luxembourg (formerly: 40, rue du Curé, L-1368, Luxembourg).
Aroundtown’s ordinary shares are listed on the Prime Standard of the Frankfurt Stock Exchange and
included in the MDAX index of the Deutsche Börse (symbol: AT1).
Aroundtown is a holding company, that holds via subsidiaries and affiliates (together: “Aroundtown
Group”) real estate assets with a focus on income generating quality properties with value-add potential
in central locations in top tier European cities, primarily in Germany and the Netherlands. Aroundtown
Group invests in commercial and residential real estate which benefits from strong fundamentals and
growth prospects.
Aroundtown also prepares consolidated financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union (EU) that are approved for issuance and
available on the same day of these financial statements.
Company rating
Aroundtown’s credit rating is ‘BBB+’ with a negative outlook given by Standard and Poor’s (S&P). The
rating of ‘BBB+’ also applies to the Company’s unsecured debt. The Company’s subordinated perpetual
notes’ rating is ‘BBB-’.
In December 2023, S&P reaffirmed the rating as described above.
2.
BASIS OF PREPARATION
(a)
Statement of compliance
The separate financial statements have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union.
(b)
Basis of measurement
The separate financial statements have been prepared on a going concern basis, in accordance with IAS
27 –
Separate Financial Statements
and under the historical cost convention, except for the measurement
of the following:
Financial assets at fair value through profit or loss – measured at fair value;
Derivative financial assets and liabilities – measured at fair value;
Deferred taxes assets and liabilities – measured at the amount expected to be paid to (recovered
from) the tax authorities, using the tax rates and tax laws that have been enacted or substantially
enacted by the end of the reporting period.
23
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
2. BASIS OF PREPARATION
(continued)
(c)
Use of estimates and judgments
The preparation of financial statements in accordance with IFRS, as adopted by the European Union
(EU), requires from Management the exercise of judgment, to make estimates and assumptions that
influence the application of the Company's accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and underlying assumptions are based on historical
experience and various other factors that are deemed to be reasonable based on knowledge available at
that time. Actual results may deviate from such estimates.
The estimates and underlying assumptions are revised on a continuous basis. Revisions in accounting
estimates are recognized in the period during which the estimate is revised, if the estimate affects only
that period, or in the period of the revision and future periods, if the revision affects the present as well
as future periods.
Measurement of fair values
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the
most advantageous market to which the Company has access at that date. The fair value of a liability
reflects its non-performance risk.
When one is available, the Company measures the fair value of an instrument using the quoted price in
an active market for that instrument. A market is regarded as active if transactions for the asset or
liability take place with sufficient frequency and volume to provide pricing information on an ongoing
basis.
If there is no quoted price in an active market, then the Company uses valuation techniques that
maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen
valuation technique incorporates all of the factors that market participants would take into account in
pricing a transaction.
The best evidence of the fair value of an asset or liability on initial recognition is normally the transaction
price. If the Company determines that the fair value on initial recognition differs from the transaction
price, then the asset or liability is initially measured at fair value, and subsequently, that difference is
recognized in profit or loss on an appropriate basis over the life of the instrument.
Impairment of investments in subsidiaries
The Company periodically evaluates the recoverability of investments in subsidiaries whenever
indicators of impairment are present. Indicators of impairment include such items as declines in
revenues, earnings or cash flows or material adverse changes in the economic or political stability of a
particular country, which may indicate that the carrying amount of the investment is not recoverable. If
facts and circumstances indicate that investment in subsidiaries may be impaired, the recoverable
amount associated with this investment (being the higher of fair value less costs of disposal and value
in use, that is the present value of the future cash flows expected to be derived from the investment)
would be compared to its carrying amounts to determine if a write-down to fair value is necessary.
24
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
2. BASIS OF PREPARATION
(continued)
Impairment of investments in financial assets
When measuring expected credit losses (ECLs) for financial assets not measured at fair value, the
Company uses reasonable and supportable forward-looking information, which is based on assumptions
for the future movement of different economic drivers and how these drivers will affect each other. Loss
given default is an estimate of the loss arising on default. It is based on the difference between the
contractual cash flows due and those that the lender would expect to receive, taking into account cash
flows from collateral and integral credit enhancements.
Current tax and deferred tax expenses
Significant judgment is required in determining the provision for income taxes. There are transactions
and calculations for which the ultimate tax determination is uncertain during the ordinary course of
business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of
whether additional taxes will be due. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the income tax provisions in the period
in which such determination is made.
Going concern
Management has made an assessment, which was based upon the long term loan contracts, and has not
identified uncertainties related to events or conditions that may cast significant doubt upon the
Company’s ability to act as a going concern. As of and for the year ended December 31, 2023, there
were no breaches in covenants identified (see note 12.4). As a result, these financial statements have
been prepared on the basis of the going concern assumption.
(d)
Functional and presentation currency
The financial statements are presented in Euro, which is the functional currency of the Company, and
reported in thousands of euros, except when otherwise indicated. As at December 31, 2023, the
Company has financial instruments in British Pound (GBP), US Dollar (USD), Swiss Franc (CHF),
Norwegian Krone (NOK), Canadian Dollar (CAD), Australian Dollar (AUD), Japanese Yen (JPY) and
Hong Kong Dollar (HKD). The main exchange rates versus the Euro were as follows:
EUR/GBP
(“British Pound”)
EUR/USD
(“US Dollar”)
December 31, 2023
0.869
1.105
December 31, 2022
0.887
1.067
Average rate during the year 2023
0.870
1.081
Average rate during the year 2022
0.853
1.053
Changes (in %):
Year ended December 31, 2023
(2.0%)
3.6%
Year ended December 31, 2022
5.6%
(5.8%)
25
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
3.1.
Changes in accounting policies and disclosures
In the current year, the Company has applied a number of new and amended IFRS Accounting
Standards issued by the International Accounting Standards Board (IASB) and adopted by the EU that
are mandatorily effective in the EU for an accounting period that begins on or after January 1, 2023.
Their adoption has not had any material impact on the disclosures or on the amounts reports in these
financial statements.
IFRS 17
Insurance Contracts
(including the June 2020 Amendments to IFRS 17)
IFRS 17 establishes the principals for the recognition, measurement, presentation and disclosure of
insurance contacts and supersedes IFRS 4
Insurance
Contacts
.
IFRS 17 outlines a general model, which is modified for insurance contracts with direct participation
features, described as the variable fee approach. The general model is simplified if certain criteria are
met by measuring the liability for remaining coverage using the premium allocation approach. The
general model uses current assumptions to estimate the amount, timing and uncertainty of future cash
flows and it explicitly measures the cost of that uncertainty. It takes into account market interest rates
and the impact of policyholders’ options and guarantees.
Amendments to IAS 1
Presentation of Financial Statements
and IFRS Practice Statement 2:
Disclosure of Accounting policies
The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies.
The amendments replace all instances of the term ‘significant accounting policies’ with ‘material
accounting policy information’. Accounting policy information is material if, when considered
together with other information included in an entity’s financial statements, it can reasonably be
expected to influence decisions that the primary users of general purpose financial statements make
on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information
that relates to immaterial transactions, other events or conditions is immaterial and need not be
disclosed. Accounting policy information may be material because of the nature of the related
transactions, other events or conditions, even if the amounts are immaterial. However, not all
accounting policy information relating to material transactions, other events or conditions is itself
material.
The IASB has also developed guidance and examples to explain and demonstrate the application of
the ‘four-step materiality process’ described in IFRS Practice Statement 2.
Amendments to IAS 8
Accounting policies, Changes in Accounting Estimates and Errors
:
Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with a definition of
accounting estimates. Under the new definition, accounting estimates are “monetary amounts in
financial statements that are subject to measurement uncertainty”.
The definition of a change in accounting estimates was deleted. However, the IASB retained the
concept of changes in accounting estimates in the Standard with the following clarifications:
o
A change in accounting estimate that results from new information or new developments is
not the correction of an error
26
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
o
The effects of a change in an input or a measurement technique used to develop an accounting
estimate are changes in accounting estimates if they do not result from the correction of prior
period errors
The IASB added two examples (Examples 4-5) to the Guidance on implementing IAS 8, which
accompanies the Standard. The IASB has deleted one example (Example 3) as it could cause confusion
in light of the amendments.
Amendments to IAS 12
Income Taxes
: Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
The amendments introduce a further exception from the initial recognition exemption. Under the
amendments, an entity does not apply the initial recognition exemption for transactions that give rise
to equal taxable and deductible temporary differences.
Depending on the applicable tax law, equal taxable and deductible temporary differences may arise on
initial recognition of an asset and liability in a transaction that is not a business combination and affects
neither accounting nor taxable profit. For example, this may arise upon recognition of a lease liability
and the corresponding right-of-use asset applying IFRS 16 at the commencement date of a lease.
Following the amendments to IAS 12, an entity is required to recognize the related deferred tax asset
and liability, with the recognition of any deferred tax asset being subject to the recoverability criteria
in IAS 12.
The IASB also adds an illustrative example to IAS 12 that explains how the amendments are applied.
The amendments apply to transactions that occur on or after the beginning of the earliest comparative
period presented. In addition, at the beginning of the earliest comparative period an entity recognizes:
i.
A deferred tax asset (to the extent that it is probable that taxable profit will be available against
which the deductible temporary difference can be utilized) and a deferred tax liability for all
deductible and taxable temporary differences associated with:
o
Right-of-use assets and lease liabilities
o
Decommissioning, restoration and similar liabilities and the corresponding amounts
recognized as part of the cost of the related asset
ii.
The cumulative effect of initially applying the amendments as an adjustment to the opening
balance of retained earnings (or other component of equity, as appropriate) at that date.
Amendments to IAS 12 Income Taxes: International Tax Reform - Pillar Two Model Rules
The Company has adopted the amendments to IAS 12 upon their release in May 2023. The
amendments introduce a temporary mandatory exception from deferred tax accounting for the top-up
tax, which is effective immediately and require new disclosures about the Pillar Two exposure.
The mandatory exception applies retrospectively. However, because no new legislation to implement
the top-up tax was enacted or substantively enacted in any jurisdiction in which the Company and its
affiliates operate and no related deferred tax was recognized at that date, the retrospective application
has no impact on the Company’s statement of financial position.
27
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
3.2.
Investments in subsidiaries
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
Investments in subsidiaries are stated at cost, which includes transaction costs, less provision for
impairment, which is recognized as an expense in the period in which the impairment is identified.
At each reporting date, the Company reviews the carrying amount of its investments in subsidiaries,
and to determine whether there is any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated to determine the extent
of the impairment loss (if any). Recoverable amount is the higher of fair value less costs of disposal
and value in use. 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 for which the estimates of future cash flows have not
been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount,
the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is
recognized immediately in profit or loss. Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognized for the asset in prior years. A reversal of an
impairment loss is recognized immediately in profit or loss to the extent that it eliminates the
impairment loss which has been recognized for the asset in prior years. Any increase in excess of
this amount is treated as a revaluation increase.
3.3.
Revenue recognition
Revenues earned by the Company are recognized on the following bases:
Rendering of services
Revenue from rendering of services is measured based on the consideration to which the
Company expects to be entitled in a contract with a customer and excludes amounts collected on
behalf of third parties. Depending on the terms of each contract, the Company determines whether
control is transferred at a point in time or over time.
Dividend income and fair value gain from financial assets
Dividend income is recognized when the right to receive payment is established. Fair value gains
on financial assets and financial liabilities are recognized from the moment the Company
becomes a party to a contractual provision of the instrument.
Interest income
Interest income is recognized on a time-proportion basis using the effective interest rate (EIR)
method.
28
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
3.4.
Finance costs
Interest expense and other borrowing costs are recognized in profit or loss using the EIR method.
3.5.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at the reporting date exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.
Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated
into the functional currency at the exchange rate when the fair value is determined. Translation
differences on non-monetary items such as equities held at fair value through profit or loss are
reported as part of the fair value gain or loss.
3.6.
Tax
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except for
instances relating to items recognized directly in equity or in other comprehensive income (OCI).
The Company has determined that the global minimum top-up tax – which it is required to pay under
Pillar Two legislation – is an income tax in the scope of IAS 12. The Company has applied a
temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and
accounts for it as a current tax when it is incurred.
(i)
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the
year and any adjustment to tax payable or receivable in respect of previous years. The amount of
current tax payable or receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes, if any. It is measured using tax rates
enacted or substantively enacted at the reporting date. Current tax also includes any tax arising
from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
(ii)
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting
date. Deferred tax liabilities are recognized for all taxable temporary differences, except:
When the deferred tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries,
branches and associates and interests in joint arrangements, when the timing of the reversal
of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
29
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused
tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable
that taxable profit will be available against which the deductible temporary differences, and the
carryforward of unused tax credits and unused tax losses can be utilized, except:
When the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss.
In respect of deductible temporary differences associated with investments in subsidiaries,
branches and associates and interests in joint arrangements, deferred tax assets are
recognized only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting
date and are recognized to the extent that it has become probable that future taxable profits will allow
the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.
The Company offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities which intend either to settle current tax liabilities and assets
on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
3.7.
Dividends
Dividend distribution to the Company's shareholders is recognized in the Company's statement of
changes in equity in the year in which it is approved by the Company's shareholders.
30
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
3.8.
Financial instruments
A financial instrument is any contract that gives right to a financial asset of one entity and a financial
liability or equity instrument of another entity.
I.
Financial assets
i.
Initial recognition and measurement
Financial assets are classified at initial recognition as subsequently measured at amortized
cost, fair value through OCI, or 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. Trade receivables that do not contain a significant
financing component or for which the Company has applied the practical expedient are
measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortized 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.
The Company’s business model for managing financial assets refers to how it manages its
financial assets in order to generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the market place (regular way trades) are
recognized on the trade date, i.e., the date that the Company commits to purchase or sell the
asset.
ii.
Subsequent measurement
For the purposes of subsequent measurement, financial assets are classified in four
categories:
1.
Financial assets at amortized cost (debt instruments)
2.
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments)
3.
Financial assets designated at fair value through OCI with no recycling of cumulative gains
and losses upon de-recognition (equity instruments)
4.
Financial assets at fair value through profit or loss
31
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
Financial assets at amortized cost (debt instruments)
This category is the most relevant to the Company. The Company measures financial assets
at amortized 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 amortized cost are subsequently measured using the EIR method and are
subject to impairment. Gains or losses are recognized in profit or loss when the asset is
derecognized, modified or impaired (refer to expected credit loss model in determined
impairment).
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
and impairment losses or reversals are recognized in statement of profit or loss and other
comprehensive income and computed in the same manner as for financial assets measured at
amortized cost. The remaining fair value changes are recognized in OCI. Upon de-
recognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.
Financial assets 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 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
recognized as other financial results in the statement of profit or loss and other
comprehensive income 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.
32
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(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 amortized 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 recognized in the statement of profit or
loss and other comprehensive income.
Dividends on equity instruments are recognized as revenue in the statement of profit or loss
and other comprehensive income when the right of payment has established.
A derivative embedded in a hybrid contract, with a financial liability or non-financial host,
is separated from the host and accounted for as a separate derivative if: the economic
characteristics and risks are not closely related to the host; a separate instrument with the
same terms as the embedded derivative would meet the definition of a derivative; and the
hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are
measured at fair value with changes in fair value recognized in profit or loss. Reassessment
only occurs if there is either a change in the term of the contract that significantly modifies
the cash flows that would otherwise be required or a reclassification of a financial asset out
of the fair value through profit or loss category.
A derivative embedded within a hybrid contract containing a financial asset host is not
accounted for separately. The financial asset host together with the embedded derivative is
required to be classified entirely as a financial asset at fair value through profit or loss.
33
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
iii.
De-recognition
Financial asset (or, where applicable, part of a financial asset or part of a group of similar
financial assets) is primarily de-recognized (i.e., removed from the Company’s statement of
financial position) 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 recognize the transferred asset to the extent of
its continuing involvement. In that case, the Company also recognizes an associated
liability. The transferred asset and the associated liability are measured on the basis
that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset
is measured at the lower of the original carrying amount of the asset and the maximum
amount of consideration that the Company could be required to repay.
iv.
Impairment of financial assets
The Company recognizes an allowance
for expected credit losses (ECLs) for all financial
assets 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 recognized 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 defaults 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 Company
presumes that the credit risk on a financial asset has increased significantly since initial
recognition when contractual payments are more than 30 days past due, unless the Company
has reasonable and supportable information that demonstrates otherwise.
34
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3. MATERIAL ACCOUNTING POLICIES
(continued)
Lifetime ECL represents the expected credit losses that will result from all possible default
events over the expected life of a financial instrument. In
contrast, 12‑month ECL represents
the portion of lifetime ECL that is expected to result from default events on a financial
instrument that are possible within 12 months after the reporting date.
The Company considers a financial asset to be in default when internal or external
information indicates that the Company is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Company or
when there is a breach of financial covenants by the debtor. Irrespective of the above analysis,
the Company considers that default has occurred when a financial asset is more than 90 days
past due unless the Company has reasonable and supportable information to demonstrate that
a more lagging default criterion is more appropriate. A financial asset is written off when
there is no reasonable expectation of recovering the contractual cash flows.
II.
Financial liabilities
i.
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss or at amortized cost.
All financial liabilities are recognized initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs. These costs are
subsequently expensed to the profit or loss via EIR method.
ii.
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. Separated embedded derivatives are also classified as
held for trading unless they are designated as effective hedging instruments. Gains or losses
on liabilities held for trading are recognized 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 has not designated any financial liability as at fair value through profit or loss.
35
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
Financial liabilities at amortized cost
This is the category most relevant to the Company. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortized cost using the EIR method.
Gains and losses are recognized in profit or loss when the liabilities are de-recognized as well
as through the EIR amortization process.
Amortized 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.
iii.
De-recognition
A financial liability is de-recognized 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 de-recognition of the original
liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognized in the statement of profit or loss and other comprehensive income.
III.
Interbank Offered Rates (IBOR) Reform
IBOR reform Phase 2 requires, as a practical expedient, for changes to the basis for determining
contractual cash flows that are necessary as a direct consequence of IBOR reform to be treated
as a change to a floating rate of interest, provided the transition from IBOR to a risk-free rate
(RFR) takes place on a basis that is ‘economically equivalent’. To qualify as ‘economically
equivalent’, the terms of the financial instrument must be the same before and after transition
except for the changes required by IBOR reform. For changes that are not required by IBOR
reform, the Company applies judgement to determine whether they result in the financial
instrument being derecognized. Therefore, as financial instruments transition from IBOR to
RFRs, the Company applied judgement to assess whether the transition had taken place on an
economically equivalent basis. In making this assessment, the Company considered the extent of
any changes to the contractual cash flows as a result of the transition and the factors that had
given rise to the changes, with consideration of both quantitative and qualitative factors. Factors
of changes that are economically equivalent include: changing the reference rate from an IBOR
to a RFR; changing the reset days between coupons to align with the RFR; adding a fallback to
automatically transition to an RFR when the IBOR ceases; and adding a fixed credit spread
adjustment based on that calculated by the International Swaps and Derivatives Association
(ISDA) or which is implicit in the market forward rates for the RFR. The transition has been
completed as of December 31, 2023.
IV.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement
of financial position if there is a currently enforceable legal right to offset the recognized amounts
and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities
simultaneously.
36
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
3.9
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
ordinary shares are recognized as a deduction from the share premium, net of any tax effects.
3.10
Mandatory convertible notes
Mandatory convertible notes are classified as equity, and coupon related to the noteholders is
recognized in the statement of changes in equity. Both the noteholders and the Company may
convert the notes into Company’s shares using a fixed ratio that does not vary with changes
in fair value. At maturity, the unconverted notes are mandatorily converted into shares. The
Company may, at its sole discretion, elect to defer the payment of interest on the notes (Arrears
of Interest). Arrears of Interest are presented as liability, and must be paid by the Company
upon conversion event and should not compound interest. Issuance costs incurred are deducted
from the initial carrying amount of the notes.
3.11
Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid
including direct acquisition costs is recognized as a deduction from equity. Repurchased shares
are classified as treasury shares, presented in the treasury share reserve and are not revaluated
after the acquisition. When treasury shares are subsequently sold or reissued, the amount
received is recognized as an increase in equity and the resulting surplus or deficit on the
transaction is presented in the share premium.
3.12
Perpetual notes
Perpetual notes have no maturity date and may be only redeemed by the Company, at its sole
discretion, on certain dates. The Perpetual notes are recognized as
equity attributable to its
holders, which forms part of the total equity of the Company. The Company may, at its sole
discretion, elect to defer the payment of interest on the notes (referred to as Arrears of Interest).
Arrears of Interest must be paid by the Company upon the occurrence of certain events,
including but not limited to, dividends, distributions or other payments made to instruments
such as the Company’s ordinary shares, which rank junior to the Perpetual notes. Upon
occurrence of such an event, any Arrears of Interest would be re-classified as a liability in the
Company’s financial statements. The deferred amounts shall not bear interest.
37
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
3.13
Hedging activities and derivatives
Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as forward currency contracts, interest rate
swap and cross-currency swap contracts, to hedge its foreign currency risks, interest rate risks and
fair value risks. Such derivative financial instruments are initially recognized at fair value on the date
on which a derivative contract is entered into and are subsequently re-measured at fair value.
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.
For the purpose of hedge accounting, hedges are classified as:
Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset
or liability or an unrecognized commitment.
Cash flow hedges when hedging the exposures to variability in cash flows that is either
attributable to a particular risk associated with a recognized asset or liability or a highly probable
forecast transaction or the foreign currency risk in an unrecognized firm commitment.
At the inception of a hedge relationship, the Company formally designates and documents the hedge
relationship to which it wishes to apply hedge accounting and the risk management objective and
strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the hedged item, the nature of
the risk being hedged and how the Company will assess whether the hedging relationship meets the
hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how
the hedge ration is determined). A hedging relationship qualifies for hedge accounting if it meets all
of the following effectiveness requirements:
There is ‘an economic relationship’ between the hedged item and the hedging instrument.
The effect of credit risk does not ‘dominate the value changes’ that result from that economic
relationship.
The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Company actually hedges and the quantity of the hedging instrument that
the Company actually uses to hedge that quantity of hedge item.
Hedges that meet all the qualifying criteria for hedge accounting are accounted for and further
described below:
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognized in OCI and accumulated in a
separate component of equity under hedge reserve, while any ineffective portion is recognized immediately in
the financial statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative
gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
The forward element is recognized in OCI and accumulated in a separate component of equity under
other reserve.
38
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
The amounts accumulated in OCI are accounted for, depending on the nature of the underlying hedged
transaction. If the hedged transaction subsequently results in the recognition of a non-financial item,
the amount accumulated in equity is removed from the separate component of equity and included in
the initial cost or other carrying amount of the hedged asset or liability. This is not a reclassification
adjustment and will not be recognized in OCI for the period. This also applies where the hedged
forecast transaction of a non-financial asset or non-financial liability subsequently become a firm
commitment for which fair value hedge accounting is applied.
For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a
reclassification adjustment in the same period or periods during which the hedged cash flows affect
profit or loss.
If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must
remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the
amount will be immediately reclassified to profit or loss as a reclassification adjustment. After
discontinuation, once the hedge cash flows occurs, any amount remaining in accumulated OCI must
be accounted for depending on the nature of the underlying transaction as described above.
Fair value hedges
The change in the fair value of a hedging instrument is recognized in the statement of profit or loss
and other comprehensive income. The change in the fair value of the hedged item attributable to the
risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the
statement of profit or loss and other comprehensive income.
In case where the Company designates only the spot element of swap contracts as a hedging
instrument, the forward element is recognized in OCI and accumulated in a component of equity
under hedge reserves as time period related element and amortized to the statement of profit or loss
and other comprehensive income over the hedged period.
If the hedged item is derecognized, the unamortized fair value is recognized immediately in profit or
loss.
3.14
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position and in the statement of cash flow
comprise cash at banks and on hand and short-term highly liquid deposits with an original maturity
of three months or less, that are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
3.15
Comparatives
Where necessary, comparative figures have been adjusted to confirm to changes in presentation in
the current year, and marked as “reclassified”.
39
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
3.16
Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the
date of issuance of the Company’s financial statements are disclosed below, if they are expected to
have an impact on the Company’s financial statements. The Company intends to adopt these new and
amended standards and interpretations, if applicable, when they become effective.
With effective date of January 1, 2024:
Amendments to IAS 1
Presentation of Financial Statements
– Classification of Liabilities as
Current or Non-Current
The amendments to IAS 1 published in January 2020 affect only the presentation of liabilities as
current or non-current in the statement of financial position and not the amount or timing of
recognition of any asset, liability, income or expenses, or the information disclosed about those
items.
The amendments clarify that the classification of liabilities as current or non-current is based on
rights that are in existence at the end of the reporting period, specify that classification is unaffected
by expectations about whether an entity will exercise its right to defer settlement of a liability,
explain that rights are in existence if covenants are complied with at the end of the reporting period,
and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the
counterparty of cash, equit7y instruments, other assets or services.
The amendments are applied retrospectively for annual periods beginning on or after January 1,
2024, with early application permitted.
Amendments to IAS 1
Presentation of Financial Statements
– Non-current Liabilities with
Covenants
The amendments to IAS 1 issued in August 2022 specify that only covenants that an entity is
required to comply with on or before the end of the reporting period affect the entity’s right to defer
settlement of a liability for at least twelve months after the reporting date (and therefore must be
considered in assessing the classification of the liability as current or non-current). Such covenants
affect whether the right exists at the end of the reporting period, even if compliance with the
covenant is assessed only after the reporting date (e.g. a covenant based on the entity’s financial
position at the reporting date that is assessed for compliance only after the reporting date).
The IASB also specifies that the right to defer settlement of a liability for at least twelve months
after the reporting date is not affected if an entity only has to comply with a covenant after the
reporting period. However, if the entity’s right to defer settlement of a liability is subject to the
entity complying with covenants within twelve months after the reporting period, an entity
discloses information that enables users of financial statements to understand the risk of the
liabilities becoming repayable within twelve months after the reporting period. This would include
information about the covenants (including the nature of the covenants and when the entity is
required to comply with them), the carrying amount of related liabilities and facts and
circumstances, if any, that indicate that the entity may have difficulties complying with the
covenants.
The amendments are applied retrospectively for annual reporting periods beginning on or after
January 1, 2024. Earlier application of the amendments is permitted.
40
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
3.
MATERIAL ACCOUNTING POLICIES
(continued)
Amendments to IFRS 16 Leases – Lease Liability in a Sale and Leaseback
The amendments to IFRS 16 add subsequent measurement requirements for sale and leaseback
transactions that satisfy the requirements in IFRS 15 Revenue from Contracts with Customers to
be accounted for as a sale. The amendments require the seller-lessee to determine ‘lease payments’
or ‘revised lease payments’ such that the seller-lessee does not recognise a gain or loss that relates
to the right of use retained by the seller-lessee, after the commencement date.
The amendments do not affect the gain or loss recognised by the seller-lessee relating to the partial
or full termination of a lease. Without these new requirements, a seller-lessee may have recognised
a gain on the right of use it retains solely because of a remeasurement of the lease liability (for
example, following a lease modification or change in the lease term) applying the general
requirements in IFRS 16. This could have been particularly the case in a leaseback that includes
variable lease payments that do not depend on an index or rate.
As part of the amendments, the IASB amended an Illustrative Example in IFRS 16 and added a
new example to illustrate the subsequent measurement of a right-of-use asset and lease liability in
a sale and leaseback transaction with variable lease payments that do not depend on an index or
rate. The illustrative examples also clarify that the liability that arises from a sale and leaseback
transaction that qualifies as a sale applying IFRS 15 is a lease liability.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024.
Earlier application is permitted. If a seller-lessee applies the amendments for an earlier period, it is
required to disclose that fact.
A seller-lessee applies the amendments retrospectively in accordance with IAS 8 to sale and
leaseback transactions entered into after the date of initial application, which is defined as the
beginning of the annual reporting period in which the entity first applied IFRS 16.
The Company has not early adopted any standards, interpretations or amendments that have been
adopted by the EU in issue but not yet effective, and does not expect that their adoption will have a
material impact on the financial statements.
41
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
4.
FAIR VALUE MEASUREMENT
4.1.
Fair value hierarchy
The following tables present the Company’s financial assets and liabilities measured and recognized at fair
value as at December 31, 2023 and as at December 31, 2022 on a recurring basis under the relevant fair value
hierarchy. Also presented are the financial assets and liabilities that are not measured at fair value and whose
carrying amount significantly differs from their fair value:
As at December 31, 2023
Fair value measurement using
Carrying
amount
Total fair
value
Quoted prices
in active
market
(Level 1)
Significant
observable
inputs
(Level 2)
in € thousands
Financial assets
Financial assets at fair value through
profit or loss
4,235
4,235
-
4,235
Derivative financial assets
278,616
278,616
-
278,616
282,851
282,851
-
282,851
Financial liabilities
Derivative financial liabilities
398,770
398,770
-
398,770
Bonds and schuldscheins
(*)
8,342,770
7,176,404
7,126,783
49,621
8,741,540
7,575,174
7,126,783
448,391
(*) the carrying amount excludes accrued interest
As at December 31, 2022
Fair value measurement using
Carrying
amount
Total fair
value
Quoted prices
in active
market
(Level 1)
Significant
observable
inputs
(Level 2)
in € thousands
Financial assets
Financial assets at fair value through
profit or loss
4,880
4,880
-
4,880
Derivative financial assets
144,350
144,350
-
144,350
149,230
149,230
-
149,230
Financial liabilities
Derivative financial liabilities
394,563
394,563
-
394,563
Bonds and schuldscheins
(*)
9,645,148
7,326,621
7,270,449
56,172
10,039,711
7,721,184
7,270,449
450,735
(*) the carrying amount excludes accrued interest
42
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
4.
FAIR VALUE MEASUREMENT
(continued)
Level 1: the fair value of financial instruments traded in active markets (such as debt and equity securities) is
based on quoted market prices at the end of the reporting period.
Level 2: the fair value of financial instruments that are not traded in an active market (for example, over-the-
counter derivatives) is determined using valuation techniques which maximize the use of observable market
data and rely as little as possible on entity-specific estimates. If all significant input required to fair value of
financial instrument are observable, the instrument is included in level 2.
Level 3: if one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the
end of the reporting period.
When the fair value of financial assets and financial liabilities recorded in the statement of financial position
cannot be measured based on quoted prices in active markets, their fair value is measured using valuation
techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from
observable markets where possible, but where this is not feasible, a degree of judgement is required in
establishing fair values. Judgements include considerations of input such as liquidity risk, credit risk and
volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial
instruments and is discussed further below.
4.2.
Valuation techniques used to determine fair values
The following methods and assumptions were used to estimate the fair values:
The fair values of the quoted bonds are based on price quotations at the reporting date. The fair value of
unquoted bonds is measured using the discounted cash flow method with observable inputs.
There is an active market for the Company’s listed equity investments and quoted debt instruments.
For the fair value measurement of investments in unlisted funds, the net asset value is used as a valuation
input and an adjustment is applied for lack of marketability and restrictions on redemptions as necessary.
This adjustment is based on management judgement after considering the period of restrictions and the
nature of the underlying investments.
The Company enters into derivative financial instruments with various counterparties, principally
financial institutions with investment grade credit ratings. Interest rate and foreign exchange swap and
forward contracts are valued using valuation techniques, which employ the use of market observable
inputs. The most frequently applied valuation technique includes forward pricing and swap models using
present value calculations. The models incorporate various inputs including the credit quality of
counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies,
currency basis spreads between the respective currencies, interest rate curves and forward rate curves.
43
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
5.
REVENUE
Year ended
December 31,
2023
2022
in
thousands
Interest income
(*)
25,014
36,735
Dividend income
(*)
543,586
548,035
568,600
584,770
(*) see note 13.1
6.
ADMINISTRATIVE AND OTHER EXPENSES
Year ended
December 31,
2023
2022
in
thousands
Legal and professional fees
2,318
3,204
Audit fees
(1)
771
733
Other administrative expenses
(2)
6,031
8,481
9,120
12,418
(1) the Company’s fees in 2023 for KPMG Luxembourg audit firm for legal annual audit and other non-audit
services was €685 thousand (2022: €635 thousand) and €86 thousand (2022: €98 thousand), respectively
(2) see note 13.1 – professional fees expenses to related parties
As at December 31, 2023 the Company had 6 employees (2022: 5 employees). During the year, the
Company had average of 5 employees (2022: 5 employees).
7.
NET FINANCE EXPENSES
Year ended
December 31,
2023
2022
in
thousands
Finance expenses to banks, bonds and schuldscheins, net
168,412
127,261
Interest expenses to related parties
84,206
52,230
Changes in fair value and foreign currency translations of financial
assets and liabilities, net (*)
(79,104)
100,967
Finance-related costs
7,211
4,019
180,725
284,477
(*) for the gain / loss resulted in the bond buybacks, see note 12.3
44
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
8.
TAXATION
8.1.
Tax rate applicable to the Company
The Company is subject to taxation under the laws of Luxembourg. The corporate tax rate in Luxembourg is
24.94% (2022: 24.94%).
8.2.
Deferred tax assets and liabilities
The deferred tax assets and liabilities represent the expected tax impact on the temporary difference between
the carrying amount as of the balance sheet date and their value for taxation purposes.
The movement in net deferred tax assets (liabilities) during the year was as follows:
Assets (liabilities), net
in
thousands
Balance as at January 1, 2022
7,890
Deferred tax charged to profit or loss
877
Deferred tax credited to other comprehensive income
(7,490)
Balance as at December 31, 2022
1,277
Deferred tax charged to profit or loss
(6,885)
Deferred tax charged to other comprehensive income
7,046
Balance as at December 31, 2023
1,438
Based on the most recent available information and assessments, the Company has unused losses for tax of
approximately €323.7 million that expire in up to 16 years.
Deferred tax assets and liabilities are netted against each other when the same taxation authority is involved,
as well as the realization period and tax nature legally allow to set off current tax assets against current tax
liabilities.
8.3.
Reconciliation of effective tax rate
Year ended
December 31,
2023
2022
in
thousands
(Loss) / profit before tax
(56,476)
222,380
Tax using domestic rate
24.94%
24.94%
Total tax calculated at the statutory tax rate
14,085
(55,462)
Change in taxes on income resulting from the following factors:
Tax-exempt income
(*)
(14,128)
55,474
Recognition of deferred tax on temporary differences
(6,885)
877
Tax and deferred tax (expenses) income
(6,928)
889
(*) the main source of the Company’s revenue is dividend income from its subsidiaries. This income is tax exempt and
considered to the extent that it reduces the “Total tax calculated at statutory tax rate” to €0
45
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
8. TAXATION
(continued)
8.4.
Global minimum top-up tax
The Company is incorporated and operates in Luxembourg and its subsidiaries and affiliates operate in
various other countries, which have enacted new legislation to implement the global minimum top-up tax
(the “Pillar Two Legislation”). The Company expects to be subject to the top-up tax in relation to some of
its subsidiaries and affiliates’ operations, where the statutory tax rate is below 15 percent, as the minimum
rate defined in the Pillar Two Legislation. The Company has applied a temporary mandatory relief from
deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is
incurred. Hence, since the newly enacted tax legislation is only effective from January 1, 2024, there is no
current tax impact for the year ended December 31, 2023.
The Company is in the process of assessing its exposure to the Pillar Two Legislation. Due to the complexities
in applying the legislation, the quantitative impact is not yet reasonably estimable. The Company is currently
engaged with tax specialists for applying the legislation starting 2024 financial year.
9.
INVESTMENTS IN SUBSIDIARIES
2023
2022
in
thousands
Balance as at January 1
19,924,575
19,535,193
Additions
(1)
87,705
454,877
Redemption of redeemable shares
(2)
(1,909,091)
-
Impairment of investment in subsidiaries
(435,231)
(65,495)
Balance as at December 31
17,667,958
19,924,575
(1) of which €87.4 million (2022: €85.8 million) represent conversion of loan receivables into investments
(2) during 2023, the Company redeemed preference shares in its subsidiaries and offset the redeemed amount from
loans and borrowings from related companies
The details of the significant subsidiaries held directly by the Company are as follows:
(*) as at December 31, 2023, the Company held indirectly, via its holdings in Edolaxia Group Limited, 62.68%
in Grand City Properties S.A. (“GCP”) (excluding own shares of GCP held in treasury) (December 31, 2022:
60.11%)
As at December 31,
Name
Place of
incorporation
Principal activities
2023
Holding
%
2022
Holding
%
TLG Immobilien AG (“TLG”)
Germany
Holding of investments
88.11%
88.16%
Edolaxia Group Limited (*)
Cyprus
Holding of investments
100%
100%
Alfortia Limited
Cyprus
Holding of investments
100%
100%
Aroundtown Limited
Cyprus
Holding of investments
100%
100%
Bluestyle Limited
Cyprus
Holding of investments
100%
100%
Aroundtown Holdings B.V.
Netherlands
Holding of investments
100%
100%
AT Securities B.V.
Netherlands
Financing
100%
100%
ATF Netherlands B.V.
Netherlands
Financing
100%
100%
46
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
9.
INVESTMENTS IN SUBSIDIARIES
(continued)
The Company periodically evaluates the recoverability of its investments in subsidiaries whenever
indicators of impairment are present. Indicators of impairment include items such as declines in revenues,
earnings or cash flows or material adverse changes in the economic or political stability of the particular
country, which may indicate that the carrying amount of an asset is not recoverable in full. If the
circumstances indicate that investment in subsidiaries might be impaired, the recoverable amount of these
subsidiaries would be compared to their carrying amounts to determine if a write-down is necessary. The
Company’s assessment for impairment indicated an impairment in the value of €435,231 thousand (2022:
€65,495 thousand).
10.
LOAN RECEIVABLES
2023
2022
in
thousands
Balance as at January 1
,766
955
874,311
New loans (repaid) granted, net
(77,636)
44,720
Interest charged
25,014
36,735
Balance as at December 31 (see note 13.1)
903,144
955,766
The main terms of the significant loan receivables are as follows:
Borrower
Principal
Weighted
average rate
Maturity
in € thousands
(%)
TLG Immobilien AG
(*)
519,500
1.5
2026
Aroundtown Limited
295,088
4.2
2032-2033
(*) back-to-back loan receivables to the substituted straight bonds from TLG, having the same maturity and interest rate
like the correlated bonds plus an arm’s-length margin
The exposure of the Company to credit risk is reported in note 14.3.2.
47
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
11.
EQUITY
11.1.
Equity attributable to the owners of the Company
11.1.1.
Share capital
2023
2022
Number of
shares
in
thousands
Number of
shares
in
thousands
Authorized
Ordinary shares of €0.01 each
3,000,000,000
30,000
3,000,000,000
30,000
Issued and fully paid
Balance as at January 1
1,537,025,609
15,370
1,537,025,609
15,370
Balance at the end of the
year
1,537,025,609
15,370
1,537,025,609
15,370
Issued capital
There were no movements in the share capital during the years 2023 and 2022.
11.1.2.
Treasury shares
Following are the own shares held by the Company:
2023
2022
Number of shares
Balance at January 1
59,979,211
91,581,452
Delivered as part of dividend distribution (see note 11.1.4)
-
(31,134,933)
Delivered for share-based payment (see note 11.3.1)
-
(467,308)
Delivered as part of mandatory convertible notes
settlement (see note 11.1.3)
(27,691,319)
-
Balance at December 31
32,287,892
59,979,211
The treasury shares were acquired by the Company via tender offers and buyback programs
(pursuant to resolutions taken by the Company’s Board of Directors that followed the authorization
received by the Ordinary General Meeting held in May 2020 to buying back of own shares) and
have been serving the Company in settling of scrip dividends and other share-based transactions.
As of December 31, 2023, total amount of 443,887,213 of own shares are held in treasury by the
Company and its investees (thereof 32,287,892 by the Company) representing 28.88% of the
Company’s share capital (in 2022: 471,981,352 were held in total by the Group, representing
30.71% of the share capital, thereof 59,979,211 held by the Company).
The treasury shares are accounted for at their original purchase price and are not subsequently
revaluated. Upon sale or delivery, the amount received is recognized as an increase in equity and
the resulting surplus or deficit on the transaction is presented in the share premium.
The shares bought back and which are held in treasury by the Company and the Company’s wholly
owned affiliates are suspended from voting and dividend rights. In other cases, shares held in
treasury are also suspended from voting rights but entitled to dividends.
48
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
11. EQUITY
(continued)
11.1.3.
Mandatory convertible notes
In March 2023, the Company delivered to the mandatory convertible notes investors 27,691,319 of
its own shares from the Company’s treasury shares to settle the mandatory convertible notes
originally issued in March 2020, according to which the notes shall be mandatorily converted into
shares of the Company in the following three years after issuance, using a preset conversion price
(dividend adjusted). The delivered treasury shares amounted to €138.5 million which was the
historical cost upon their buyback by the Company.
11.1.4.
Dividend distributions
On June 29, 2022, the shareholders’ Annual General Meeting (“AGM”) resolved upon the
distribution of the dividend attributed to 2021 financial year in the amount of €0.23 per share from
the share premium, in accordance with the proposal of the Company’s Board of Directors. The
Company provided the shareholders with the option receive their net dividend in the form of
Aroundtown shares (“Scrip Dividend”). The results and payment took place in July 2022 and
concluded in delivering 31,134,933 shares from the Company’s treasury shares and cash payment
of €212.5 million.
On March 28, 2023, The board of directors of the Company has decided not to recommend a
dividend payment for 2022 financial year at the Company’s annual general meeting, following the
increase in macro-economic and capital markets uncertainty and volatility. The decision not to pay
was officially accepted by the annual general meeting that took place on June 28, 2023.
11.1.5.
Share premium and other capital reserves
The capital reserves include share premium derived directly from the capital increases that took
place since the date of incorporation (including the proceeds received by placing the mandatory
convertible note) and from conversions of convertible bonds into ordinary shares, and can be
distributed at any time. The account also consists of the share-based payment reserve and the other
comprehensive income components arising from the hedge accounting, which temporarily cannot
be distributed.
11.1.6.
Legal reserve
The Company is required to allocate a minimum of 5% of its annual net increase to a legal reserve
after deduction of any losses brought forward, until this reserve equals 10% of the subscribed share
capital. The appropriation to legal reserve is affected after approval of the annual general meeting
of the shareholders. This reserve is presented under Share premium and other reserves in the
statement of financial position and cannot be distributed. As of December 31, 2023, the legal
reserve amounted to €1.1 million.
49
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
11. EQUITY
(continued)
11.1.7.
Share-based payment agreements
11.1.7.1
Description of share-based payment arrangements
As at December 31, 2023, the Company had the following share-based payment arrangements:
Incentive Share plan
The annual general meeting has approved to authorize the Board of Directors to issue up to 8.5
million shares for an incentive plan for the Board of Directors, key management and senior
employees. The incentive plan has up to 4 years vesting period with specific milestones to enhance
management long-term commitment to the Company’s strategic targets.
The key terms and conditions related to program are as follows:
Grant date
Number of shares
(in thousands)
Contractual life of the
incentive
January 2020 – December 2026
3,636
Up to 4 years
11.1.7.2
Reconciliation of outstanding share options
The number and weighted-average of shares under the share incentive program and replacement
awards were as follows:
2023
2022
Number of shares
in thousands
Outstanding on January 1
2,552
2,924
Granted during the year
2,620
433
Exercised during the year
(*)
(1,536)
(805)
Outstanding on December 31
3,636
2,552
(*) in accordance with the terms and conditions of the incentive share plan, 403 thousand shares (2022:
467 thousand) were delivered from the Company’s treasury (held by a subsidiary of the Company) shares
to employees across the Aroundtown Group, and the rest amounts were either settled in cash or cancelled
11.2
Perpetual notes
11.2.7
Overview of the Company’s perpetual notes
As described in the significant accounting policies, these notes are accounted for as equity
instruments – the issuer may, at its sole discretion, elect to defer the payment of coupons on the notes.
These unpaid coupon arrears must be paid by the issuer upon the occurrence of certain events,
including but not limited to dividends, distributions or other payments made to instruments such as
the Company’s ordinary shares, which rank junior to the perpetual notes. Any such deferred amounts
shall not be compounded. The principal value of the notes may be redeemed at the issuer’s sole
discretion and on certain dates as detailed below under “First Call Date”. If the Company decides
not to redeem a perpetual note, the annual coupon rates for following periods are updated according
to the “Next Reset Margin” (updated every 5 years from the time when the perpetual note is not
called by the Company), and the next possible call date shall be in each subsequent year.
50
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
11. EQUITY
(continued)
Set below are the outstanding nominal values as of December 31, 2023:
Issuer
Note
Currency
Nominal
amount in
original
currency
Nominal
amount in
euro
Annual
coupon rate
until next
reset date
First Call
Date
Next
Reset
Margin
in thousands
in €
thousands
%
%
Aroundtown SA
(a) (b)
EUR
394,500
394,500
2.125
01/2024
2.000 + 5Y
Mid-Swap
Aroundtown SA
(c) (d)
GBP
400,000
447,900
3.000
06/2024
4.377 + 5Y
Mid-Swap
Aroundtown SA
EUR
600,000
600,000
3.375
09/2024
3.980 + 5Y
Mid-Swap
Aroundtown SA
EUR
500,000
500,000
2.875
01/2025
3.460 + 5Y
Mid-Swap
Aroundtown SA
(a)
EUR
578,800
578,800
1.625
07/2026
2.419 + 5Y
Mid-Swap
(a)
an aggregate amount of €26.7 million nominal value has been marked-down after buybacks made by a
subsidiary of the Company
(b)
on December 13, 2023, the Company announced its decision not to exercise the option to voluntarily
call the 2.125% perpetual note series in January 2024. Consequently, as from January 17, 2024, the
perpetual note series bears annual coupon with an increased rate of 4.542% (equal to 2.0% + 5-year
Mid-Swap as of the reset date). The next call date by the Company’s discretion and the next reset
margin shall be in January 2025 and 2.25% + 5-year Mid-Swap, respectively
(c)
effective euro coupon rate using cross-currency swap
(d)
the euro amount is based on the historical rate as of placement of the notes
12
LOANS AND BORROWINGS, BONDS AND SCHULDSCHEINS
12.1
Composition
As at December 31
Weighted
average
interest
rate
(*)
Maturity
2023
2022
in €
thousands
Bank loans
0.75% +
Euribor (6M)
2028
139,897
139,872
Loans from related companies
(**)
4.9%
2025-2044
1,955,122
3,593,830
Bonds and schuldscheins
2.17%
2025-2038
8,292,970
9,545,155
Total non-current loans and borrowings,
straight bonds and schuldscheins
10,387,989
13,278,857
Bank loans
0.75% +
Euribor (6M)
2024
3,137
730
Loans from related companies
0.0%
2024
755,137
73,995
Current portion of bonds and schuldscheins
1.6%
2024
49,800
99,993
Total current loans and borrowings and
bonds
808,074
174,718
(*) as at December 31, 2023
(**) an amount of €1.9 billion of receivables arising from redemption of preference shares in subsidiaries was offset from
the loans from related companies. Furthermore, €0.7 billion were presented as loans from related party that acquired
several of the Company’s bond series and hence entered as a lender
51
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
12.
LOANS AND BORROWINGS, STRAIGHT BONDS AND SCHULDSCHEINS
(continued)
12.2
Straight bonds and schuldscheins composition
Set out below, is an overview of the Company’s straight bonds and schuldscheins as at December 31, 2023
and as at December 31, 2022:
Series
Note
Currency
Nominal
amount in
original
currency
Nominal
amount in
euro
Coupon
rate (p.a.)
Contractual
maturity
Carrying amount
as at December 31,
as at December 31, 2023
2023
2022
in
millions
in
millions
%
in € thousands
Non-current portion
Series H
(a) (b) (c)
USD
400.0
372.4
1.365
03/2032
349,407
361,004
Series NOK
(a) (b) (c)
NOK
750.0
79.3
0.818
07/2027
66,175
70,635
Series I
12.3
EUR
206.9
206.9
1.875
01/2026
204,962
247,575
Series J
12.3
GBP
483.5
556.3
3.0
10/2029
545,626
551,223
Series K
12.3
EUR
478.9
478.9
1.0
01/2025
476,715
693,870
Series L
(b) (c) (f)
USD
150.0
125.2
1.78% +
Euribor (6M)
02/2038
115,423
123,395
Series M
(c), 12.3
CHF
239.8
214.4
0.732
01/2025
258,718
253,525
Series N
EUR
800.0
800.0
1.625
01/2028
788,421
785,711
Series O
12.3
EUR
296.8
296.8
2.0
11/2026
294,463
301,890
Series P
(b) (c)
(g), 12.3
AUD
202.0
127.3
1.244% +
Euribor (6M)
05/2025
118,637
151,897
Series R
(b) (c)
(h), 12.3
CAD
181.8
119.5
2.72% +
Euribor (6M)
09/2025
116,802
167,661
Series T
(b) (i)
EUR
150.0
150.0
2.266% +
Euribor (6M)
09/2030
149,932
149,922
Series U
EUR
75.0
75.0
2.97
09/2033
73,661
73,550
Series V
EUR
50.0
50.0
2.7
10/2028
49,716
49,676
Series W
EUR
76.0
76.0
3.25
11/2032
74,872
74,784
Series X
(c), 12.3
CHF
99.8
91.3
1.72
03/2026
107,626
101,351
Series 27
(b) (c)
HKD
430.0
48.3
1.62
03/2024
-
51,677
Series 28
(b) (c)
(j), 12.3
USD
540.8
478.5
2.636% +
Euribor (6M)
03/2029
453,217
527,663
Series 29
(b) (c) (k)
NOK
1,735.0
179.0
2.52% +
Euribor (6M)
03/2029
132,229
148,826
Series 30
(b) (c)
(l), 12.3
GBP
388.7
455.3
2.11% +
Euribor (6M)
04/2031
382,868
369,012
Series 31
(c)
JPY
7,000.0
61.3
1.42
05/2029
44,596
49,567
Series 32
12.3
EUR
603.8
603.8
0.625
07/2025
599,931
791,607
Series 33
EUR
600.0
600.0
1.45
07/2028
593,361
592,103
Series 34
(b) (c)
NOK
500.0
45.9
1.055
07/2025
44,440
47,492
Series 36
12.3
EUR
519.5
519.5
1.5
05/2026
519,500
600,000
Series 38
12.3
EUR
727.8
727.8
0.0
07/2026
720,107
985,217
Series 39
12.3
EUR
1,027.9
1,027.9
0.375
04/2027
1,011,565
1,224,322
Total non-current
portion
8,292,970
9,545,155
Current portion
Series S
(e), 12.3
EUR
-
-
0.75% +
Euribor (6M)
08/2023
-
99,993
Series 27
HKD
430.0
48.3
1.62
03/2024
49,800
-
Total straight bonds
and schuldscheins
8,342,770
9,645,148
Total accrued interest
on straight bonds and
schuldscheins
(d)
89,951
97,112
52
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
12.
LOANS AND BORROWINGS, STRAIGHT BONDS AND SCHULDSCHEINS
(continued)
(a)
coupon and principal are linked to Consumer Price Index (CPI) through derivative instruments
(b)
effective coupon in euro
(c)
the Company hedged the currency risk of the principal amount until maturity
(d)
presented as part of the provisions and current liabilities in the statement of financial position
(e)
schuldschein
(f)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual
euro coupon is 1.75% p.a., semi-annually until Q1-2023, and 1.780% p.a. plus Euribor (6M), semi-annually for the following
years until maturity
(g)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual
euro coupon is 1.605% p.a., semi-annually until Q2-2023, and 1.244% p.a. plus Euribor (6M), semi-annually for the
following years until maturity
(h)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual
euro coupon is 1.7% p.a., semi-annually until Q3-2023, and 2.72% p.a. plus Euribor (6M), semi-annually for the following
years until maturity
(i)
the Company hedged the interest rate risk, the effective annual euro coupon is 2.0% until Q3-2023, and a semi-annual coupon
of 2.266% p.a. plus Euribor (6M) for the following years until maturity
(j)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual
euro coupon is 1.75% p.a., semi-annually until Q1-2023, and 2.636% p.a. plus Euribor (6M), semi-annually for the following
years until maturity
(k)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual
euro coupon is 1.75% p.a. until Q1-2023, and 2.52% p.a. plus Euribor (6M), semi-annually for the following years until
maturity
(l)
the Company hedged the currency risk of the principal amount and coupon with a cross-currency swap; the effective annual
euro coupon is 1.75% p.a. until Q2-2023, and 2.11% p.a. plus Euribor (6M), semi-annually for the following years until
maturity
12.3
Redemption, buyback and markdowns
During the year, the Company completed tenders to buy-back some of its straight bonds and their mark
down. Furthermore, tenders to buy-back and acquisitions in the secondary market were executed by a
related entity of the Company – nominal values which were also marked-down by the Company and
became payables towards the related entity. The buy-back made by the Company resulted in recognizing
a gain of €91,633 thousand (2022: loss of €3,716 thousand). Set forth are the amounts marked-down during
the year 2023 due to buybacks and maturity:
Straight bond
/ schuldschein
Currency
Contractual
maturity
Nominal value marked-down
Outstanding
nominal value as at
December 31, 2023
in millions
(original currency)
in € millions
in millions
(original currency)
Series I
EUR
01/2026
44.1
44.1
206.9
Series J
GBP
10/2029
16.5
19.3
483.5
Series K
EUR
01/2025
221.1
221.1
478.9
Series M
CHF
01/2025
10.3
10.5
239.8
Series O
EUR
11/2026
8.4
8.4
296.8
Series P
AUD
05/2025
48.0
29.3
202.0
Series R
CAD
09/2025
68.2
46.8
181.8
Series S
EUR
08/2023
100.0
100.0
Redeemed
Series X
CHF
03/2026
0.2
0.2
99.8
Series 28
USD
03/2029
59.2
53.3
540.8
Series 30
GBP
04/2031
11.3
13.3
388.7
Series 32
EUR
07/2025
196.2
196.2
603.8
Series 36
EUR
05/2026
80.5
80.5
519.5
Series 38
EUR
07/2026
272.2
272.2
727.8
Series 39
EUR
04/2027
222.1
222.1
1027.9
Total marked-down
1,317.3
53
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
12.
LOANS AND BORROWINGS, STRAIGHT BONDS AND SCHULDSCHEINS
(continued)
Set forth are the amounts marked-down during the year 2022 due to buybacks and maturity:
12.4
Main security, pledge and negative pledge as defined in the bonds’ term and conditions
This note provides an overview of certain covenants of the Company under its series of bonds (other
than the perpetual notes, which do not contain financial covenants) which are outstanding as at
December 31, 2023. The complete terms and conditions of each series of bonds are set forth in the
relevant bond documentation. Capitalised terms used in this note have the meanings set forth in the terms
and conditions of the relevant series of bonds.
Save for one of the Company’s outstanding series of bonds (Series 36), which contains a similar
provision, the Company undertakes that it will not, and will procure that none of its Subsidiaries will,
up to (and including) the Final Discharge Date, incur any Indebtedness (other than any Refinancing
Indebtedness)
if, immediately after giving effect to the incurrence of such additional Indebtedness and
the application of the net proceeds of such incurrence - the sum of:
a)
(i) the Consolidated Indebtedness (less Cash and Cash Equivalents) as at the Last Reporting Date;
and (ii) the Net Indebtedness (less Cash and Cash Equivalents) incurred since the Last Reporting
Date would exceed 60 per cent. (depending on the relevant series of bonds) of the sum of (without
duplication): (i) the Total Assets (less Cash and Cash Equivalents) as at the Last Reporting Date;
and (ii) the value of all assets acquired or contracted for acquisition by the Group as determined at
the relevant time in accordance with IFRS and the accounting principles applied by the Company in
the latest Financial Statements as certified by the auditors of the Company, since the Last Reporting
Date or, as the may be, the purchase price of any Real Estate Property acquired or contracted for
acquisition by the Group since the Last Reporting Date); and (iii) the proceeds of any Indebtedness
incurred
since the Last Reporting Date (but only to the extent that such proceeds were not used to
acquire Real Estate Property or to reduce Indebtedness); and
b)
(i) the Consolidated Secured Indebtedness (less Cash and Cash Equivalents) as at the Last Reporting
Date; and (ii) the Net Secured Indebtedness (less Cash and Cash Equivalents) incurred since the Last
Reporting Date shall not exceed 45 per cent. of the sum of (without duplication): (i) the Total Assets
(less Cash and Cash Equivalents) as at the Last Reporting Date; (ii) the value of all assets acquired
or contracted for acquisition by the Group as determined at the relevant time in accordance with
IFRS and the accounting principles applied by the Company in the latest Financial Statements as
certified by the auditors of the Company since the Last Reporting Date or, as the case may be, the
purchase price of any Real Estate Property acquired or contracted for acquisition by the Group since
the Last Reporting Date); and (iii) the proceeds of any Indebtedness incurred since the Last
Reporting Date (but only to the extent that such proceeds were not used to acquire Real Estate
Property or to reduce Indebtedness).
Straight bond /
schuldschein
Currency
Contractual
maturity
Nominal value marked-down
Outstanding
nominal value as at
December 31, 2022
in millions
(original
currency)
in € millions
in millions (original
currency)
Series Q
GBP
07/2027
81.1
97.3
Fully redeemed
Series Y
EUR
02/2026
100.0
100.0
Fully redeemed
Series Z
EUR
02/2024
125.0
125.0
Fully redeemed
Series 37
EUR
09/2022
221.7
221.7
Fully redeemed
Total marked-down
544.0
54
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
12.
LOANS AND BORROWINGS, STRAIGHT BONDS AND SCHULDSCHEINS
(continued)
In most of the Company’s outstanding series of bonds
(excluding Series 36)
, the Company undertakes that
the sum of: (i) the Unencumbered Assets (less Cash and Cash Equivalents) as at the Last Reporting Date;
and (ii) the Net Unencumbered Assets (less Cash and Cash Equivalents) newly recorded since the Last
Reporting Date will at no time be less than 125 per cent. of the sum of: (i) the Unsecured Indebtedness
(less Cash and Cash Equivalents) at the Last Reporting Date; and (ii) the Net Unsecured Indebtedness
(less Cash and Cash Equivalents) incurred since the Last Reporting Date.
The Company undertakes that, on each Reporting Date, the Interest Coverage Ratio will be at least 1.8.
Save for one of the Company’s series of bonds, which contains a similar provision, the Company’s
outstanding series of bonds contain a customary negative pledge clause that prohibits the Company, so
long as any of the Senior Notes remain outstanding, from creating or having outstanding any Security
Interest (other than a Permitted Security Interest) upon any of its present or future business, undertaking,
assets or revenues (including any uncalled capital) to secure any Capital Markets Indebtedness, unless
the Company promptly takes any and all action necessary to ensure that:
(i)
all amounts payable by it under the Senior Notes and the Trust Deed are secured by the Security
Interest equally and ratably with the Capital Markets Indebtedness to the satisfaction of the
Trustee; or
(ii)
such other Security Interest or other arrangement is provided either (i) as the Trustee in its
absolute discretion deems not materially less beneficial to the interests of the Senior Noteholders
or (ii) as is approved by an Extraordinary Resolution of the Senior Noteholders.
The exposure of the Company to interest rate risk in relation to financial instruments is reported in note
14.3.1.1. There have been no breaches in covenants during the year and up to the date of approval of
these financial statements.
55
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
12.
LOANS AND BORROWINGS, STRAIGHT BONDS AND SCHULDSCHEINS
(continued)
12.5
Reconciliation of liabilities arising from financing activities
The tables below details changes in the Company’s liabilities from financing activities, including both cash
and non-cash changes. Liabilities arising from financing activities are those for which cash flows, or future
cash flows will be classified in the Company’s statement of cash flows from financing activities.
31.12.2022
Financing cash
flows (1)
Non-cash changes
Foreign
exchange effect
Other (2)
Other changes
(3)
31.12.2023
In € thousands
Straight bonds and
schuldscheins (4)
9,742,260
(703,384)
(38,846)
25,211
(592,520)
8,432,721
Loans and
borrowings
3,808,427
(3,337)
12,412
37
(964,246)
2,853,293
Net derivative
financial (assets)
liabilities
250,213
(248,952)
67,909
50,984
-
120,154
Total
13,800,900
(955,673)
41,475
76,232
(1,556,766)
11,406,168
31.12.2021
Financing cash
flows (1)
Non-cash changes
Foreign exchange
effect
Other (2)
Other
changes (3)
31.12.2022
In € thousands
Straight bonds and
schuldscheins (4)
10,391,306
(672,700)
(137,045)
22,767
137,932
9,742,260
Loans and
borrowings
3,536,004
139,860
40,469
85,862
6,232
3,808,427
Net derivative
financial (assets)
liabilities
68,612
(20,815)
(60,381)
297,271
(34,474)
250,213
Total
13,995,922
(553,655)
(156,957)
405,900
109,690
13,800,900
(1)
financing cash flows include interest payments and proceeds from (repayment / buy-back of) financial
instruments, net
(2)
other non-cash changes include discount and issuance cost, amortization for the bonds, unrealized revaluation
gains and transfers in exchange of dividend payable
(3)
other changes include interest payments, results on early repayment of debt and drawdown/ repayment of
loans to related parties
(4)
including accrued interest
56
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
13.
RELATED PARTY TRANSACTIONS
Related party transactions (as defined in IAS 24
Related Party Disclosures)
performed by / with the Company
and its affiliated undertakings and key management personnel are set out below, as well as the identity and
nature of the related party and transaction.
Related parties are companies which have the ability to control or exercise significant influence over the Group
entities, or which the Group entities control or exercises significant influence over. Related persons are the
members of the Board of Directors and the executive management of the Company.
13.1.
The transactions and balances with related party entities are as follows:
As at December 31,
2023
2022
in
thousands
Receivables from related companies (1) (3)
2,700
34,318
Financial assets at fair value through profit or loss
4,235
4,880
Loans to related companies (3) – see note 10
903,144
955,766
Payables to related companies (2)
1,257
84,814
Loans from related companies – see note 12
2,709,002
3,667,825
Year ended
December 31,
2023
2022
in
thousands
Dividend income from related parties (4)
543,586
548,035
Interest income
25,014
36,735
Interest expenses
(84,206)
(52,230)
Professional fees expenses to related parties
(664)
(4,774)
(1) presented as part of the trade and other receivables and other non-current assets in the statement of financial
position
(2) presented as part of the trade and other payables in the statement of financial position
(3) no provisions have been made for doubtful debts in respect of the amounts owed by related parties
(4) the dividend from related parties derived from the following subsidiaries:
Aroundtown Limited
€400,000 thousand (2022: €450,000 thousand)
TLG Immobilien AG
€87,522 thousand (2022: €88,428 thousand)
Aroundtown Holdings B.V.
€55,840 thousand (2022: €6,316 thousand)
Keystreet Investments Limited
€152 thousand (2022: nil)
Aroundtown Real Estate Limited
€72 thousand (2022: €80 thousand)
ATF Netherlands B.V.
nil (2022: €2,042 thousand)
AT Securities B.V.
nil (2022: €1,169 thousand)
57
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
13.
RELATED PARTY TRANSACTIONS
(continued)
13.2.
Key Management remuneration
The members of the Board of Directors and the chief officers of the Company (“Key Management Personnel”)
are considered as
a related parties to the Company pursuant to IAS 24.
The Company has undertaken since the financial year 2022 to align the Board of Directors’ and senior
management’s remuneration with the provisions of the Remuneration Policy. During the financial year 2023,
the Company has conformed the total remuneration package (consisting of base salary, allowances as well as
short-term and long-term incentive remuneration) of its executive directors and senior management with the
requirements of the Remuneration Policy. In particular, the variable remuneration (consisting of short-term
cash incentives and long-term share incentives) granted to the Company’s executive directors and senior
management is tied to the achievement of certain pre-defined performance measures as provided for in the
Company’s Remuneration Policy. The changes agreed are scheduled to take effect as of financial year 2023
(in the case of three (3) executive directors and members of the senior management) and 2024 respectively (in
the case of two (2) members of the senior management).
Members of the Board of Directors
Year ended December 31, 2023
Executive Directors
Non-
executive
director
Independent directors
in € thousands
Fixed and variable incentive
Mr. Frank
Roseen (3)
Ms. Jelena
Afxentiou
Mr. Ran
Laufer (3)
Mr. Markus
Leininger
Ms. Simone
Runge-
Brandner (4)
Mr. Markus
Kreuter
Mr. Daniel
Malkin (5)
Total
Salary,
fees
and
short
term
incentive
and
supplementary
payments (1)
360,000
336,601
170,000
150,616
187,000
125,000
104,589
1,433,806
Share incentive program (2)
124,000
55,800
-
-
-
-
-
179,800
Total Remuneration
484,000
392.401
170,000
150,616
187,000
125,000
104,589
1,613,606
(1)
based on employer’s costs, excluding VAT
(2)
multi-year fixed and variable share incentive program
(3)
also includes the remuneration for the position as a director in TLG
(4)
also includes the remuneration for the position as an independent director in GCP
(5)
appointed in June 2023
Chief officers
Mr. Barak Bar-Hen, the Company’s Chief Executive Officer (Co-CEO) and Chief Operating Officer, was
entitled to a total remuneration of €1,525 thousand, of which €750 thousand was in bonus.
Mr. Eyal Ben David, the Company’s Chief Financial Officer, was entitled to a total remuneration of €2,310
thousand, of which €1,540 thousand was in the form of long-term share incentives.
Mr. Oschrie Massatschi, the Company’s Chief Capital Markets Officer, was entitled to a total remuneration of
€610 thousand, of which €87 thousand was in the form of long-term share incentives.
Balances with Executive Directors and Chief officer
As at December 2023, the Company had outstanding loans of €4 million to Executive Directors and Chief
officers. The loans are payable from 2024 and until 2027 and bear annual interest rate of between 1.6% and
3%.
There were no other transactions between the Company and the Key Management Personnel, except as
described in note 11.1.7
58
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
14.1.
Financial Assets
Set out below, is an overview of financial assets, other than investments in subsidiaries, held by the Company
as at December 31, 2023 and as at December 31, 2022:
As at December 31,
2023
2022
in € thousands
Financial assets at amortized cost:
Cash and cash equivalents
227,011
618,213
Trade and other receivables and other non-current assets
44,068
94,747
Loan receivables
(1)
903,144
955,766
Short-term deposits
46,328
-
Financial assets at fair value through profit or loss:
Financial assets at fair value through profit or loss
4,235
4,880
Derivative financial assets
(2)
– see note 14.4.1
217,693
19,888
Total financial assets
1,442,479
1,693,494
(1) the Company has not recognized any impairment for expected credit losses on loan receivables and
assessed that the impact on these financial assets is immaterial
(2) excluding derivative financial assets designated as hedging instruments in hedge relationships in the
amount of €60,923 thousand (2022: €124,462 thousand)
14.2.
Financial liabilities
Set out below, is an overview of financial liabilities, held by the Company as at December 31, 2023 and as
at December 31, 2022:
As at December 31,
2023
2022
in € thousands
Financial liabilities at amortized cost:
Loans and borrowings
2,853,293
3,808,427
Straight bonds and schuldscheins
8,342,770
9,645,148
Accrued interest on straight bonds
(1)
89,951
97,111
Accrued interest on mandatory convertible notes and current
portion of custody interest
(1)
30,609
20,610
Other non-current liabilities– see note 14.4.1
14,976
29,202
Trade and other payables
2,779
126,541
Financial liabilities at fair value through profit or loss:
Derivative financial liabilities
(2)
234,141
243,185
Total financial liabilities
11,568,519
13,970,224
(1) presented as part of provisions and current liabilities in the statement of financial position
(2) excluding derivative financial liabilities designated as hedging instruments in hedge relationships
amounted to €164,629 thousand (2022: €151,378 thousand)
59
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
14.3.
Risks management objectives and policies
The Company is exposed to market risk (including interest rate risk, currency risk and price risk), credit risk
and liquidity risk. The Company seeks to minimize the effects of these risks by using derivative financial
instruments to hedge these risk exposures. The use of financial derivatives is governed by the Company’s
policies approved by the Board of Directors, which provide written principles on mitigating the various risks,
the use of financial derivatives and non-derivative financial instruments and the investment of excess liquidity.
The Board of Directors is supported by a Risk Committee that advises on financial risks and the appropriate
financial risk governance framework for the Company. The Company's risk management policies are
established to identify and analyze the risks faced by the Company, to set appropriate exposure limits and
controls, monitor risks and adherence to limits. Risk management policy and systems are reviewed regularly
to reflect changes in market conditions and in the Company's activities.
14.3.1.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and
other price risk, such as equity price risk.
14.3.1.1.
Interest rate risk
The Company’s exposure to the risk of changes in market interest rates relates primarily to the
Company’s long-term debt obligations with floating interest rates (mainly to EURIBOR rates). The
Company manages its interest rate risk by hedging long-term debt with floating rate using swap
contracts. The Company had no long-term debt for which the benchmark rate had been replaced with
an alternative benchmark rate as at December 31, 2023.
The table below shows the breakdown of the Company’s financial debt between fixed to floating rates:
As at December 31,
2023
2022
in € thousands
Fixed rate
9,583,919
13,137,969
Floating rate
1,612,144
240,881
11,196,063
13,378,850
60
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
Interest rate sensitivity
The Company’s sensitivity to possible change of +/-100 basis points in interest rates on that portion
of long-term debt affected, after the impact of hedging is as follows:
Increase /
decrease in
Basis points
Effect on profit
before tax and
pre-tax equity
in € thousands
2023
+100
(17,748)
-100
17,748
2022
+100
(2,394)
-100
2,403
14.3.1.2.
Foreign currency risk
The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the
Company’s straight bonds issued in a foreign currency. The Company uses cross-currency swap
contracts to hedge the foreign currency exchange rates fluctuation, that minimize the expose to that
risk (see note 14.4.2).
14.3.1.3.
Equity price risk
The Company’s listed equity investments are susceptible to market price risk arising from uncertainties
about future values of the investment securities. The Company manages the equity risk through
diversification and by placing limits on individual and total equity instruments. Reports on the equity
portfolio are submitted to the Company’s senior management on a regular basis.
14.3.2.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating and investing
activities (primarily loan receivables) and from its financing activities, including cash and cash equivalents
held in banks, derivatives and other financial instruments. The Company’s maximum credit risk is represented
by the financial assets’ carrying amount.
61
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(
continued
)
Loan receivables
An impairment analysis is performed at each reporting date using a provision to measure expected credit loss.
The calculation reflects the probability-weighted outcome, the time value of money and reasonable and
supportable information that is available at the reporting date about past events, current conditions and
forecasts of future economic conditions. The assessment of the correlation between historical observed default
rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to
changes in circumstances and of forecast economic conditions. The Company’s historical credit loss
experience and forecast of economic condition with respect to the loan receivables with its affiliate
undertakings resulted in an immaterial impairment.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial
assets disclosed in note 14.1.
Financial instruments and cash and cash equivalents
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury
department in accordance with the Company’s policy.
The Company holds its cash and cash equivalents and its derivative instruments with highly-rated (mostly
between A- to A by the leading global rating agencies) banks and financial institutions. Concentration risk is
mitigated by not limiting the exposure to a single counter party. The Company has performed an ECL
calculation on the cash and cash equivalents accounts and presented the current balance net of the ECL
provision.
The composition of cash and cash equivalents was as follows:
As at December 31,
2023
2022
in € thousands
Cash at banks
71,887
258,422
Cash deposits of up to three months
155,124
359,791
Total cash and cash equivalents
227,011
618,213
None of the cash and cash equivalents items are restricted.
Credit line
The Company ensures accessible additional liquidity by maintaining active revolving credit facilities (RCF)
from various financial institutions. As at December 31, 2023, the Company had RCF with weighted maturity
of one year, all undrawn.
The main terms and conditions including covenants, pledge and negative pledge of the RCF are similar to
those of the bonds and schuldscheins detailed in note 12, with relevant adjustments.
14.3.3.
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched
position potentially enhances profitability but can also increase the risk of loss. The Company has procedures
with the objective of minimizing such losses such as maintaining sufficient cash and other highly liquid
current assets and by having available an adequate amount of committed revolving credit facilities that are
available for use.
62
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
The following are the remaining contractual maturities of financial liabilities, including estimated interest
payments, the impact of derivatives and excluding the impact of netting agreements as at December 31, 2023,
and as at December 31, 2022:
As at December 31, 2023
Carrying
amount
Contractual cash flows including interest
Total
2 months
or less
2-12
months
1-2 years
2-3 years
More than
3 years
in € thousands
Financial liabilities
Straight bonds (*)
8,432,721
9,595,352
26,889
208,199
1,772,739
2,004,176
5,583,349
Bank loans (*)
143,034
162,276
2,492
2,464
4,943
4,943
147,434
Trade and other
payables
2,779
2,779
463
2,316
-
-
-
Total
8,578,534
9,760,407
29,844
212,979
1,777,682
2,009,119
5,730,783
(*)
including accrued interest
As at December 31, 2022
Carrying
amount
Contractual cash flows including interest
Total
2 months
or less
2-12
months
1-2 years
2-3 years
More than
3 years
in € thousands
Financial liabilities
Straight bonds and
schuldscheins (*)
9,742,260
11,002,782
27,970
225,760
229,855
2,272,485
8,246,712
Bank loans (*)
140,602
166,510
2,410
2,410
4,820
4,820
152,050
Trade and other
payables
41,727
41,727
6,954
34,773
-
-
-
Total
9,924,589
11,211,019
37,334
262,943
234,675
2,277,305
8,398,762
(*)
including accrued interest
63
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
14.3.4.
Operating Risk
Operational risk is the risk that derives from the deficiencies relating to the Company's information technology
and control systems as well as the risk of human error and natural disasters.
The Company's systems are
evaluated, maintained and upgraded continuously.
14.3.5.
Other risks
The general economic environment prevailing internationally may affect the Company's operations to a great
extent. Economic conditions such as inflation, unemployment, and development of the gross domestic product
are directly linked to the economic course of every country and any variation in these and the economic
environment in general may create chain reactions in all areas hence affecting the Company.
Geopolitical situation involving Russia and Ukraine
On February 24, 2022, Russia initiated a full-scale invasion of Ukraine and escalating the Russo-Ukraine War
(the “War”) and hostilities have continued since then. The War has received widespread international
condemnation and in reaction to Russian hostilities many nations and organizations, including Germany and
the European Union, have announced sanctions against Russia, Russian companies, and individuals in and
from Russia. Aroundtown Group is not directly impacted by the War, as neither its portfolio nor its operations
have direct exposure to Ukraine or Russia. However, Aroundtown Group is impacted by the indirect
consequences of the War. As a result of the War, inflationary pressures have increased, specifically heating
and energy costs, which have an impact on the operating costs of Aroundtown Group. Such pressures may
also have an impact on the ability of the group’s tenants to pay rent and/or for Aroundtown Group to recover
expenses related to recoverable expenses from tenants. Furthermore, the increased energy costs have led to a
wider inflationary pressure. Higher levels of inflation have impacted interest rates and borrowing costs, while
increased volatility in the capital markets have reduced Aroundtown Group’s ability to raise capital at
attractive prices, resulting in an increase in its cost of capital and potentially limiting its growth opportunities.
While much of the volatility has reduced and price levels have reduced to some extent in recent periods, risk
of renewed price volatility remains, which could have negative financial impacts on the Company.
As a result of the large number of refugees that have entered and are expected to continue enter the European
Union and Germany following the War. This has resulted in an increased strain on the residential real estate
market in Germany. This further exacerbates the supply and demand mismatch, increase political pressure for
home construction or market intervention. The full effects are currently still unclear and will depend
significantly on the duration and final outcome of the Invasion as well as the distribution of refugees across
the European Union.
While the War is currently limited to Ukraine on one side and Russia and several of its allies on the other,
continued escalation may result in other countries joining the conflict and at this stage the group is unable to
assess the full impact of such a scenario on the Company, and the likelihood of its occurrence.
64
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
Inflationary environment
The COVID-19 pandemic, supply chain disruptions, the high amount of cash injected into the market as a
monetary response and the geopolitical situation around Russia and Ukraine, among others, have resulted
in a high inflationary environment. Inflationary pressure has been particularly strong in energy prices, in
particular for oil and gas, caused by the War, and material prices.
While in recent periods pressures have
eased to a certain extent, inflation remains above central bank targets. Furthermore, risks remain that may
result in inflationary pressures increasing once more. This may also result in tenant’s inability to bear the
costs that are passed through to them as part of the lease agreements. While in the recent period of high
inflation no material losses in regard to collection from tenants has been recorded, it cannot be ruled out
that losses of rent will occur in the future or that Aroundtown Group will be unable to collect operating
costs from tenants and that Aroundtown Group will lose considerable rental income. In order to mitigate
the risk, the Company is proactively informing tenants on their consumption of energy and provides
information on how to reduce consumption.
Higher levels of inflation particularly for energy and materials may have an impact on Aroundtown Group’s
ability to acquire materials for capex measures at a reasonable price and increase utility costs or result in
delays across Aroundtown Group’s operations. Furthermore, higher levels of inflation across the economy
may result in higher personnel expenses and expenses related to external services, which could have a
negative impact on Aroundtown G
roup’s profitability. In addition, higher leve
ls of inflation have resulted
in rapid and significant increases in interest rates and consequently
resulted in significant volatility in
capital markets, which has a negative impact on the cost and availability of new financing for
Aroundtown
Group on one hand and may put further upward pressure on discount rates and cap rates if prolonged, which
could consequently have a further adverse impact on the fair value of Aroundtown Group’s assets and share
price performance.
The ability of landlords to increase rents under existing tenancy agreements is limited under German law,
especially in residential properties in Germany where rent increases may be limited as a result of tenant
protection. In the commercial portfolio, the majority of the leases are indexed or have stepped rent which
enables the Company to capture inflation faster. However, it may take the Company to capture the full
impact of inflation and the inflation rate may exceed the Company’s ability to increase rents for certain
properties. In addition, even if rent increases are contractually agreed, or legally permissible, enforcement
may not be feasible in certain cases due to solvency issues of tenants that cannot afford such rent increases.
An increase in interest rates
In order to battle the increased inflation levels, the European Central Bank has raised interest rate levels
rapidly and has declared that it would maintain high interest levels at least until inflation slows down and
it reached the desired level. This has led to a s
ignificant rise in interest rates in Germany and throughout
the Eurozone and led to a decrease in real estate valuations and investments, resulting in lower transaction
level and lower demand for real estate, among other effects. An increase in interest rate
s could adversely
impact Aroundtown Group's business in a number of ways, including:
The discount and cap rates used to calculate the value of Aroundtown Group’s properties recorded on the
Company’s balance sheet in accordance with IAS 40, tends to increase in an environment of rising interest
rates, which in turn could result in Aroundtown Group’s properties having a lower fair value.
65
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
Although Aroundtown Group’s current debt
structure primarily involves debt at fixed interest rates or,
where variable interest rates apply, is predominantly subject to interest rate hedging agreements, the
increase in interest rates may have a negative impact on Aroundtown
Group’s ability to refina
nce existing
debt or incur additional debt on favorable terms. Financial institutions such as banks may seek to reduce
their exposure to the real estate sector and also might be subject to increased equity requirements and
balance sheet regulations resulting in restraints to lend out money to customers which could make it more
difficult for Aroundtown
Group to obtain bank financing at desired terms. In general, rising interest rates
(or market expectations regarding future increases in interest rates) would ma
ke financing required by
Aroundtown Group for its refinancing, acquisition, capital expenditure and/or other real estate activities
more expensive, which could reduce Aroundtown
Group’s profits.
When negotiating financing agreements or extending such agreem
ents, Aroundtown Group depends on its
ability to agree to terms and conditions that will provide for interest payments that will not impair its profit
targets, and for amortization schedules that do not restrict its ability to pay intended dividends. Further, the
Group may be unable to enter into hedging instruments that may become necessary if variable interest rates
are agreed upon or may only be able to do so at significant costs. If the current environment in which high
rates prevail will remain for a prolonged period, Aroundtown
Group’s financing costs, including costs for
hedging instruments, may increase, which would likely reduce Aroundtown
Group’s profits.
Aroundtown Group’s equity includes a material amount of perpetual notes. Such notes include in their
terms a reset of their respective interest rates every five years (reset date), starting from the first call date,
based on a specified margin plus a 5
-year swap rate (reset rate). If a reset date falls in a period of high
interest rates it is likely that such notes will carry a materially higher interest going forward, thereby
reducing the profits available to shareholders. Furthermore, the Company generally aims to replace its
perpetual notes issues on their fir
st voluntary call date by a new issue. In times of high interest rates, the
rates that the Company would pay on a new issuance may differ materially from the reset rate, it may
therefore be uneconomical for the Company to call the respective notes and issue new notes, as has been
the case with its notes with the first call date in January and in October 2023.
The willingness of purchasers to acquire real estate in an environment of rising interest rates may be
negatively affected, thereby restricting
Aroundtown Group’s ability to dispose of its properties on favorable
terms when desired. Most purchasers finance their acquisitions with lender provided financing through
mortgages and comparable security (in Germany so-called land charges). Lack of availability of such
financing at attractive rates therefore reduces demand for properties.
Any of the foregoing factors may have a material adverse e
ect on Aroundtown Group’s business, net
assets,
nancial condition, cash flows and results of operations.
66
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
Climate related risks
The significant impact of human activity on ecosystems and the climate have become apparent in
recent years, with temperatures rising, severe weather events such as drought, flo
ods and wildfires
occurring more frequently, changes in rainfall patterns and mean global sea levels rising, as well as
increased pressures on biodiversity, among others. Consequently, climate risks have increased and
environmental impacts have become more important in the decision making of investors, lenders,
regulators and consumers. As a result, the Company does not only face changing physical climate risks
but also transitional climate risks resulting from changes in investor and consumer demand, from
regulatory changes as well as from other societal factors.
The Company faces several physical climate-related risks. As a result of changing climate patterns
severe weather events in the group’s regions become more likely and severe, which may result in more
frequent flooding or other weather-related damages. The Company actively attempts to identify these
risks and implement measures to mitigate the impact of such risks to the Company, for example through
insurance. To better understand the Company’s exposure to physical risks, the company has adopted a
tool for asset-level assessment of physical risk develop. This analysis will serve the Company in
determining which risks are material in order to develop adaptation solutions. However, it cannot be
guaran
teed that the Company correctly identifies all risks and therefore may be underinsured against
such risks. Furthermore, increased occurrence of severe weather events will likely result in higher
insurance premiums. In addition, increased flood risk as well as increasing sea levels put increased
stress on dikes, levees and related infrastructure which will likely result in higher costs for such
infrastructure which in turn may lead to higher fees and taxes to fund the increased costs, particularly
impacting t
he group’s assets situated in regions affected by increased flood risk and/or rising sea levels.
While the above-mentioned insurance costs, taxes and fees can generally be passed on to tenants
through the service charges, in case of vacancies such costs are carried by the Company.
In addition to physical climate-related risks the Company also faces transitional risks. As a result of
the more apparent impact of climate changes in recent years regulators have increased their efforts to
mitigate current as well as potential future impacts of climate change through a wide range of
regulations.
As part of its Climate Action Programme
2030, the German federal government has introduced a fixed
price for carbon dioxide emissions in the transport and real estate sectors as from January 2021. The
price per metric ton of carbon dioxide emitted as heating or fuel emissions (CO2 and CO2 levy) was
set at an initial price of euro 25.00 per metric ton of carbon dioxide and will, based on the current
regime, gradually increase to euro 45.00 per metric ton until 2025 and increase further thereafter. On
January 1, 2023 the Carbon Dioxide Cost Sharing
Act came into effect, according to which the landlord
will be obliged to bear part of the costs (previously carried in full by tenants). The CO2 costs will be
divided equally between tenant and landlord, unless another split is negotiated in the lease agreement.
From 2025 a similar tiered model is planned also for non-residential buildings. The shifting of some or
all of the relevant costs to landlords will have a negative effect on the Company’s operating margins
and financial results.
67
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
Emerging regulations in the Group's regions pursuing a phase-out of fossil fuels and improved energy
efficiency present technological risks to the Company which requires careful attention when planning
maintenance and capex measures. Some examples are Germany’s Building Energy Act (GEG), which
bans the installation of new oil heating systems in 2026, whereas the UK Government announced in
September 2023 several coming changes to the Heat and Buildings Strategy, one notable point being
delaying the banning the installation of gas boilers from 2026 now until 2035. At the EU level, the EU
Council and EU Parliament reached an agreement in December 2023 on the recast of the Energy
Performance of Buildings Directive (EPBD) to include new minimum energy performance
requirements for buildings that progressively increase over time, although the specific requirements
can only be known once national-level implementation commences among member states who will
define their own target pathways.
Noncompliance with the energy requirements under the new EPBD
would result in an inability to let the assets and requires increased capital expenditures to become
compliant. In the UK the Domestic Minimum Energy Efficiency Standard
limits letting of properties
with EPC ratings F or G, and although a bill for more aggressive requirements had been in the works
it has since been scrapped by the government and it remains unclear whether any further requirements
will be set. The Company continuously monitors changes in regulations and aims to minimize the
financial risk through pro-active carbon reduction and energy efficiency policies and programs.
The increased focus of regulators and market participants has additionally resulted in increased
reporting and transparency requirements for companies. Higher reporting and transparency
requirements result in increased administrative hurdles and costs for the Group, negatively impacting
its efficiency and financial results. Furthermore, the Group
’s sustainability strategy incorporates self-
set targets for material environmental, social and corporate governance matters (ESG). If any of these
self-set ESG goals are not met, this could damage the Group’s reputation. Considering the increasing
focus o
f market participants and lenders on sustainability and "green financing", this could have a
negative impact on the Group’s refinancing and access to further financing, for example, via the capital
market or by taking out loans, at all or on attractive terms. If the Group fails to meet expectations and
trends related to sustainability aspects in a timely manner or at all, there could be a decline in demand
from tenants. Furthermore, this could also lead to investors divesting from the Group’s bonds or shares,
as they also expect ESG goals to be met. From a regulatory perspective, failure to achieve the
sustainability goals may also have a negative impact on the Group. For example, the introduction of
the CO2 levy, minimum energy performance standards or further tightening of regulatory requirements
to achieve alignment with the targets of the Paris Agreement could directly or indirectly increase the
Group’s costs or decrease rental income. To take on a proactive approach, the Company has developed
a CO2 pathway to guide the investment in on-
site renewable energy and building energy efficiency
improvements needed to achieve it’s 2030 emission reduction target while enabling further emission
reductions down the line.
In order mitigate risks related to CO2 emissions, and in order to reach the Company’s environmental
targets, the Group is developing an investment program, which covers a wide variety of activities
involving both energy efficiency improvements and renewable energy projects. The size and scope of
the investment program depends on the availability of governmental subsidies and grants, as is also
subject to increasing cost of material. Furthermore, potential new requirements set by the regulators or
set as a market standard, could increase the amount the Company would need to invest and potentially
accelerate the execution time of the investment program.
68
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
In 2022, the Company began the process of aligning to the Task Force on Climate-Related Financial
Disclosures (TCFD) Recommendations framework.
Although the TCFD has been disbanded and
integrated into the International Sustainability Standards Board (ISSB), the framework’s core
principles for corporate climate-related risk disclosures have also been adopted by the European
Sustainability Reporting Standards (ESRS) E1 Standard, with which the Company must be fully
compliant in its reporting beginning for the year 2024.
The early decision to align to best practices on
climate-related risk disclosures leaves the Company in a good position for ensuring compliance,
although it is a process requiring continuous effort. As part of this process, the Company continuously
updates its climate-related risk assessment each year, with the most prominent and emerging climate-
related risks already integrated into the enterprise risk management system. The Building Resilience
Task Force, an interdepartmental team dedicated to this effort, continues to further develop control
mechanisms and risk mitigation measures for climate-related risks.
14.4.
Hedging activities and derivatives
14.4.1.
Derivative financial instruments
Note
As at December 31,
2023
2022
in € thousands
Derivative financial assets
Derivatives
that
are
designated
and
effective as hedging instruments
14.4.2
60,923
124,462
Derivatives that are not designated in hedge
accounting relationships
14.4.3
18,660
19,888
Other derivative financial instruments
14.4.4
199,033
-
278,616
144,350
Derivative financial liabilities
Derivatives that are designated and
effective as hedging instruments
14.4.2
164,629
151,378
Derivatives that are not designated in
hedge accounting relationships
14.4.3
119,207
(*) 116,197
Other derivative financial instruments
14.4.4
114,934
(*) 126,988
398,770
394,563
(*) reclassified
69
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
14.4.2.
Hedge accounting relationships
14.4.2.1.
Cash flow hedges
As at December 31, 2023, the Company had foreign exchange rate and interest rate swap agreements in
place as follows:
Bond
Hedging
instrument (*)
Currency
Company receives (in
notional currency
thousands)
Company pays (in
€ thousands)
Series H
FX-Swap
United States Dollar
400,000
372,439
Series NOK
FX-Swap
Norwegian Krone
750,000
79,316
Series 27
FX-Swap
Hong Kong Dollar
430,000
48,324
Series 34
FX-Swap
Norwegian Krone
500,000
45,922
(*) all swaps are linked to bonds’ maturities
Under cross
-
currency swap contracts, the Company agrees to exchange cash flows in different currencies
calculated on agreed notional principal amounts. Such contracts enable the Company to mitigate the risk
of foreign exchange rates on its cash flows
.
The fair value of cross currency and interest rate swaps at the reporting date is determined by discounting
the future cash flows using the curves at the reporting date and the credit risk inherent in the contract and
is disclosed below.
As the critical terms of the cross
-
currency swap contracts and their corresponding hedged items are the
same, the Company performs a qualitative assessment of effectiveness and it is expected that the value of
the cross
-
currency swap contracts and the value of the corresponding hedged items will systematically
change in opposite direction in response to movements in foreign exchange rates. The main sources of
hedge ineffectiveness in these hedge relationships are minor initial fair values of the hedging instruments
and the effect of the counterparty and the Company’s own credit risk on the fair value of the cross
-
currency
swap contracts, which is not reflected in the fair value of the hedged item attributable to the change in
foreign exchange rates.
70
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
The impact of the hedging instruments on the statement of financial position is as follows:
The impact of the hedged items on the statement of financial position is as follows:
Carrying amount
Line item in the
financial
statements
Net change in fair value
used for measuring
ineffectiveness for the
period
in € thousands
in € thousands
As at December 31, 2023
Straight bonds
509,819
Straight bonds
45,593
As at
December 31, 2022
Straight bonds
530,579
Straight bonds
(73,953)
The ineffectiveness recognized in the statement of profit or loss and other comprehensive income was a
loss of €105 thousand (2022: loss of €1,099 thousand).
Risk category
Carrying amount
Line item in the
financial statements
Net change in fair value
used for measuring
ineffectiveness for the
period
Assets
Liabilities
in € thousands
in € thousands
As at December 31, 2023
Foreign exchange rate and
interest rate swaps
13,937
18,471
Derivative financial
assets/ liabilities
(45,698)
As at December 31, 2022
Foreign exchange rate and
interest rate swaps
43,404
4,910
Derivative financial
assets/ liabilities
72,854
71
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
14.4.2.2.
Fair value hedges
As at December 31, 2023, the Company had foreign exchange rate and interest rate swap agreements in place
as follows:
Bond
Hedging
instrument (*)
Currency
Company receives (in
notional currency
millions)
Company pays
(in € millions)
Series L
FX-Swap
United States Dollar
150.0
125.2
Serie M (a)
FX-Swap
Swiss Franc
239.8
204.1
Series P
FX-Swap
Australian Dollar
202.0
127.3
Series R
FX-Swap
Canadian Dollar
181.8
119.5
Series X (a)
FX-Swap
Swiss Franc
99.8
87.7
Series 28
FX-Swap
United States Dollar
540.8
478.5
Series 29
FX-Swap
Norwegian Krone
1,735.0
179.0
Series 30
FX-Swap
British Pound
388.7
455.3
Series 31 (a)
FX-Swap
Japanese Yen
7,000.0
61.3
(*) all swaps are linked to bonds’ maturities
The swaps are being used to hedge the exposure to changes in fair value of the Company’s straight bonds
which arise from foreign exchange rate and interest rate risks. In addition, the Company has entered into
several interest rate swap agreements. For further information regarding the effective coupon rate see note
12.2.
The impact of the hedging instruments on the statement of financial position is as follows:
Risk category
Carrying amount
Line item in the financial
statements
Net change in fair value
used for measuring
ineffectiveness for the
period
Assets
Liabilities
in € thousands
in € thousands
As at December 31, 2023
Foreign exchange rate and
interest rate swaps
46,986
146,158
Derivative financial assets/
liabilities
1,476
As at December 31, 2022
Foreign exchange rate and
interest rate swaps
81,058
146,468
Derivative financial assets/
liabilities
(218,977)
72
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
The impact of the hedged items on the statement of financial position is as follows:
Carrying amount
Line item in the
financial statements
Net change in fair value
used for measuring
ineffectiveness for the
period
in € thousands
in € thousands
As at December 31, 2023
Straight bonds
1,730,117
Straight bonds
(1,045)
As at December 31, 2022
Straight bonds
1,892,898
Straight bonds
218,541
The ineffectiveness recognized in the statement of profit or loss was a profit of €431 thousand (2022: loss of
€436 thousand).
(a)
For these series, the Company designates the spot element of forward foreign exchange contracts to hedge
its currency risk and applies a hedge ratio of 1:1. The forward elements of forward exchange contracts are
excluded from the designation of the hedging instrument and are separately accounted for as a cost of
hedging, which is recognized in equity in cost of hedging reserve. The Company’s policy is for the critical
terms of the forward exchange contracts to align with the hedge item.
The Company determines the existence of an economic relationship between the hedging instrument and
hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses
whether the derivative designated in each hedging relationship is expected to be and has been effective in
offsetting changes in cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, the main sources of ineffectiveness are:
The effect of the counterparties’ and Company’s own credit risk on their fair value of the forward foreign
exchange contracts, which is not reflected in the change in fair value of the hedged cash flows attributable
to the change in exchange rates; and
Changes in timing of the hedged transactions.
14.4.3.
Derivatives not designated as hedging instruments
The Company uses interest rate swaps and cross-currency swaps to manage its exposure to interest rate
movements on its bond instruments. These derivative financial instruments are linked to the bond
maturities and apply to certain bond series as described in note 12.2.
73
AROUNDTOWN SA
NOTES TO THE FINANCIAL STATEMENTS
for the year ended December 31, 2023
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(continued)
14.4.4.
Other derivatives
As part of the share-to-share voluntary takeover offer the Company has made to the shareholders of TLG
in February 2020, the Company and an existing shareholder of TLG (the “Investor”) entered into an
agreement (the “Agreement”), pursuant to which the Investor had agreed to refrain from tendering ca. 12
million of TLG shares (the “Custody Shares”) in the offer or to dispose of them in the absence of the
Company’s consent in a due time and no sooner than 34 months after entering the Agreement (“Minimum
Period"). As a consideration for such undertaking, the Investor has been entitled to receive for the period
it held the Custody Shares an agreed minimum gross return on the Custody Shares (“Custody Interest”)
and a preset share price for the Custody Shares. Following the Minimum Period, the Investor has the right
to dispose of the Custody Shares. By doing so, the Company committed to indemnify the Investor for any
difference between the consideration of such disposal and the preset share price (“PPM Instrument”). To
postpone such disposal decision for up to 10 years, the Company has the option to provide an interest-
bearing loan, secured by the Custody Shares, in the amount of the preset share price multiple by the
Custody Shares. In accordance with IFRS, the Company accounted for the Custody Interest as a financial
liability in its statement of financial position and the PPM Instrument as a derivative financial liability
measured at fair value through profit or loss, derived by the share price of TLG being the underlying asset.
During the year, the Company made available €350 million, backed with the Custody Shares, of which
€199 million in the form of short-term credit default swap which is presented as a derivative financial asset
and accounted for at fair value. As at December 31, 2023, the PPM Instrument amounted to €114.9 million
(2022: €127.0 million).
14.5
Capital management
The Company manages its capital to ensure that it will be able to continue as a going concern while
increasing the return to shareholders through the strive to improve the debt to equity ratio monitored on a
consolidated basis. The Company's overall strategy remains unchanged from last year. The management
closely monitors the bond covenants, in order to ensure that it remains within its quantitative thresholds
and maintain a strong credit rating. The Company seeks to preserve its and the Aroundtown Group’s
conservative capital structure. As at December 31, 2023 the Company did not breach any of its debt
covenants, nor did it default on any other of its obligations under its debt agreements. The Company
regularly reviews compliance with Luxembourg and local regulations regarding restrictions on minimum
capital. During the years covered by these financial statements, the Company complied with all externally
imposed capital requirements.
15.
CONTINGENT ASSETS AND LIABILITIES
The Company had no significant contingent liabilities as at December 31, 2023.
16.
COMMITMENTS
The Company granted unconditional and irrevocable guarantees on its wholly owned subsidiaries ATF
Netherlands B.V. and AT Securities B.V.’s obligations and to others in an aggregated amount of up to
€1.1 billion. The guarantee to the subsidiaries was granted as part of their issued perpetual note.
17.
SIGNIFICANT SUBSEQUENT EVENTS
1.
After the reporting period, the Company redeemed an amount of €7.7 billion of its redeemable
preference shares in subsidiaries for its nominal value.
2.
On March 26,
2024
, the Company’s Board of Directors has decided not to recommend a dividend
payment for 2023 at the Company’s Annual General Meeting scheduled for June 26, 2024.
74
To the Shareholders of
Aroundtown SA
37, Boulevard Joseph II
L-1840 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Aroundtown SA (the "Company"), which comprise
the statement of financial position as at 31 December 2023, and the statement of comprehensive
income, statement of changes in equity and statement of cash flows for the year then ended, and
notes to the financial statements, including material accounting policy information and other
explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of the Company as at 31 December 2023 and of its financial performance and its cash
flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the
European Union.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July
2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing
(“ISAs”) as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier
(“CSSF”). Our responsibilities under the EU Regulation N° 537/2014, the Law of 23 July 2016
and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities
of “réviseur d'entreprises agréé” for the audit of the financial statements » section of our report.
We are also independent of the Company in accordance with the International Code of Ethics for
Professional Accountants, including International Independence Standards, issued by the
International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for
Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of
the financial statements, and have fulfilled our other ethical responsibilities under those ethical
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key audit matters
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 the 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.
KPMG Audit S.à r.l.
39, Avenue John F. Kennedy
L-1855 Luxembourg
Tel.: +352 22 51 51 1
Fax: +352 22 51 71
E-mail: info@kpmg.lu
Internet: www.kpmg.lu
75
Impairment of Investment in subsidiaries
a.
Why the matter was considered to be one of the most significant in the audit
We refer to accounting policy at note 3.2 “Investments in subsidiaries” and note 9 “Investments
in subsidiaries” of the financial statements.
As at 31 December 2023, investments in subsidiaries represent 92.2% of the total assets of the
Company. These represent the partial conversion of loans receivable given to the Company’s
subsidiaries and represent investment of the Company in the underlying group and its underlying
assets, which are investment properties. Recoverability of the investments in subsidiaries depend
on the subsidiaries’ performances, thus management performs impairment assessment at each
reporting date.
The identification of impairment indicators and the determination of the impairment charge require
application of significant judgement by management. There is a risk that the management records
an impairment charge that did not occur, or that they fail to identify an impairment event and the
impairment charge is therefore incomplete.
Therefore, we consider impairment of investments in subsidiaries as key audit matter.
b.
How the matter was addressed in our audit
Our procedures concerning the impairment of the investments in subsidiaries included, but were
not limited to, the following:
We obtained an understanding of the impairment assessment process through inquiries with
management, based on their knowledge of the recent developments in the financial position
and cash flows of the subsidiaries;
We assessed the design and implementation of the key controls around the identification of
triggers and assessment of impairment;
We reviewed management’s assessment related to the timing and recognition of the
impairment events and charges and corroborated them with the underlying data;
We performed a reconciliation of the investments recorded by the Company and the equity
position of the subsidiaries as per their audited financial information;
We assessed the impairment calculation for the investments in subsidiaries by reviewing the
subsidiaries’ financial information. This to ensure that their net assets are sufficient to recover
the value of the participations.
Other information
The Board of Directors is responsible for the other information. The other information comprises
the information stated in the annual report including the management report and the Corporate
Governance Statement but does not include the financial statements and our report of the
“réviseur d'entreprises agréé” thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
76
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 this fact. We have
nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the
financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with IFRS Accounting Standards as adopted by the European Union,
and for such internal control as the Board of Directors determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
The Board of Directors is responsible for presenting [and marking up] the financial statements in
compliance with the requirements set out in the Delegated Regulation 2019/815 on European
Single Electronic Format (“ESEF Regulation”).
In preparing the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Responsibilities of the réviseur d'entreprises agréé for the audit of the financial statements
The objectives of our audit 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 a report of the “réviseur d'entreprises agréé” that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF 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.
Our responsibility is to assess whether the financial statements have been prepared in all material
respects with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF, 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 procedu
res 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
77
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 Board of Directors.
Conclude on the appropriateness of the Board of Directors' use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncerta
inty
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 report of the “réviseur d'entre
prises agréé” 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
report of the “réviseur d'entreprises agréé”.
However, future events or conditions may cause
the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements re
present 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.
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.
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 report unless law or
regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d'entreprises agréé” by the Shareholders on 15 December
2023 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is seven years.
The management report is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial and companies register and on the accounting records and annual accounts of
undertakings, as amended, is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
78
We confirm that the audit opinion is consistent with the additional report to the audit committee or
equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Company in conducting the audit.
We have checked the compliance of the financial statements of the Group as at 31 December
2023 with relevant statutory requirements set out in the ESEF Regulation that are applicable to
financial statements.
For the Company it relates to:
Financial statements prepared in a valid xHTML format.
In our opinion, the financial statements of Aroundtown S.A. as at 31 December 2023, identified
as 529900H4DWG3KWMBMQ39-2023-12-31-en.xhtml, have been prepared, in all material
respects, in compliance with the requirements laid down in the ESEF Regulation.
Our audit report only refers to the financial statements of Aroundtown S.A. as at 31 December
2023, identified as 529900H4DWG3KWMBMQ39-2023-12-31-en.xhtml, prepared and presented
in accordance with the requirements laid down in the ESEF Regulation, which is the only
authoritative version.
Luxembourg, 27 March 2024
KPMG Audit S.à r.l.
Cabinet de révision agréé
Muhammad Azeem
Partner