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Plaza Centers N.V. _"Plaza" / "Company" / "Group"_ today announces its results for
the six months ended 30 June 2026. The financial information for the half year ended
30 June 2026 and 30 June 2025 has neither been audited nor reviewed by the auditors.
Financial highlights:
- Consolidated cash position as of June 30, 2026 decreased to app. 1.5 million _December
31, 2025: 1.8 million_ as a result of general and legal expenses.
- An operating result of 0.4 loss was recorded _June 30, 2025: 0 million_, reflecting
higher general and legal expenses, which was caused by legal costs.
- Recorded loss of 28.7 million _June 30, 2025: 3.5 million_, mainly due to finance
results on bonds, general and legal expenses.
- Basic and diluted loss per share of 4.25 _30 June 2025: loss per share of 0.51_.Material
events during the period:
Annual General Meeting:
Annual general meeting of the Shareholders of the Company was held on January 13,
2026, all the proposed resolutions were rejected.
Appointment of Company's auditor:
On January 15, 2026 the Company announced that further to its previous announcement
dated January 13, 2026 regarding results of Annual General Meeting, the Board of Directors
of the Company decided to reappoint KOST FORER GABBAY _ KASIERER _a member of the
global network of EY firms_ as the audit company authorised to audit the consolidated
financial statements of the Company for the year ended December 31, 2025 in order
to ensure the reporting requirements and enable the Company's proper operations.
Deferral of payment of Debentures and partial interests' payment:
Refer to the below in Liquidity _ Financing.
Dutch statutory auditor:
Refer to Note 6_b_ in the interim condensed consolidated financial statements as of
June 30, 2026.
Commenting on the results, executive director Ron Hadassi said:
"The Company continues to take all necessary steps regarding the Casa Radio Project.
Following the Tribunal's award dismissing the Company's claims against Romania on
jurisdictional grounds by majority decision, the Company filed an Application for
Annulment with the International Centre for Settlement of Investment Disputes on August
7, 2026.
In parallel, in the arbitration proceedings initiated by the Romanian Ministry of
Finance before the London Court of International Arbitration in relation to the Casa
Radio Project, the Company filed its Statement of Defence and Statement of Counterclaim
on May 8, 2026.
The Company continues to assess its position and consider all available options and
next steps."For further details, please contact:
Plaza
Ron Hadassi, Executive Director 972-526-076-236 Notes to Editors
Plaza Centers N.V. _www.plazacenters.com_ is listed on the Main Board of the London
Stock Exchange, as of 19 October 2007, on the Warsaw Stock Exchange _LSE: "PLAZ",
WSE: "PLZ/PLAZACNTR"_ and, on the Tel Aviv Stock Exchange.
Forward-looking statements
This press release may contain forward-looking statements with respect to Plaza Centers
N.V. future _financial_ performance and position. Such statements are based on current
expectations, estimates and projections of Plaza Centers N.V. and information currently
available to the company. Plaza Centers N.V. cautions readers that such statements
involve certain risks and uncertainties that are difficult to predict and therefore
it should be understood that many factors can cause actual performance and position
to differ materially from these statements. MANAGEMENT STATEMENT
During first half of 2026 the Company continued cost reductions in administrative
expenses and costs of operations. In connection with the Casa Radio Project, as described
above, the Company continues to assess its position and consider all available options
and next steps. In addition, the Company and AFI Europe N.V. _"AFI Europe"_ agreed
to extend the Long Stop Date, which is the date on which the parties will execute
a share purchase agreement, subject to the satisfaction of conditions precedent _the
"SPA"_, until December 31, 2026.
Due to the board and management estimation that the Company is unable to serve its
entire debt according to the current redemption date _January 1, 2027_ in its current
liquidity position, the Company intends to request from the bondholders of both series
_Series A and Series B_ postponement of the repayment of the remaining balance of
the bonds.Results
During the first half of the year, Plaza recorded a 29.1 million loss attributable
to the shareholders of the Company _30 June 2025: 3.5 million_. Total result of operations
excluding finance income and finance cost was a loss of 0.4 in 2026 compared to reported
result of 0 million in the first half of 2025. The results were mainly due to administrative
expenses and legal costs.
Liquidity _ Financing
Plaza ended the period with a consolidated cash position of circa 1.5 million, compared
to 1.8 million at the end of 2025.
As of June 30, 2026, the Group's outstanding obligation to bondholders _including
accrued interests_ are app. 205.5 million.
As disclosed in Note 6_b_ below the Company was not able to meet its final redemption
obligation to its _Series A and Series B_ bondholders, due on July 1, 2026, and the
bondholders approved to postpone the final redemption date to January 1, 2027.
Due to the board and management estimation that the Company is unable to serve its
entire debt according to the current bond's repayment schedule in its current liquidity
position, the Company intends to request the bondholders of both series to postpone
the repayment of the remaining balance of the bonds. However, there is an uncertainty
if the bondholders will approve the request. In the case that the bondholders would
declare their remaining claims to become immediately due and payable, the Company
would not be in a position to settle those claims and would need to enter into an
additional debt restructuring or might cease to be a going concern.
OPERATIONAL REVIEW
The Company's current assets are summarised in the table below _as of balance sheet
date_:
Asset/ Project Location Nature of asset Size
sqm _GLA_ Plaza's effective ownership
% Status
Casa Radio Bucharest, Romania Mixed-use retail, hotel and leisure plus office scheme 467,000
_GBA including parking spaces_ 75 Pre-sale agreement signedFINANCIAL REVIEW
Results
In the first half of 2026, administrative expenses amounted to 0.4 million, compared
to the first half of 2025, primarily reflecting higher legal expenses. In both periods,
administrative expenses include legal costs related to the arbitration proceedings
initiated by the Company in Romania and by the Romanian Ministry of Finance against
the Company, both in connection with the Casa Radio Project, as described above.
Net finance result changed from 3.5 million loss in the first 6 months of 2025 to
28.7 million loss in the first 6 months of 2026. The main components of net finance
expenses were foreign currency loss on bonds _including inflation_ and interests'
expenses accrued on the debentures which includes also penalty interest calculated
on the deferred principal.
As a result, the loss for the period amounted to circa 29.1 million in the first 6
months of 2026, representing a basic and diluted loss per share for the period of
4.25 _H1 2025: 0.51 loss_.Balance sheet and cash flow
The balance sheet as of 30 June 2026 showed total assets of 1.5 million compared to
total assets of 1.9 million at the end of 2025, mainly as a result of administrative
and legal expenses and costs of operations.
As of 30 June 2026, the Company has a balance sheet liability of 113.7 million from
issuing bonds on the Tel Aviv Stock Exchange. Additionally, the Company recorded provision
for interests on bonds as of June 30, 2026, in an amount of 91.8 million _31 December
2025: 74.8 million_.
Disclosure in accordance with Regulation 10_B_14 of the Israeli Securities Regulations
_periodic and immediate reports_, 5730-1970
1. General Background
According to the abovementioned regulation, upon existence of warning signs as defined
in the regulation, the Company is obliged to attach its report's projected cash flow
for a period of two years, commencing with the date of approval of the reports _"Projected
Cash Flow"_.
The material uncertainty related to going concern was included in Note 1_b_. In light
of the material uncertainty that the SPA between the Company and AFI Europe N.V. will
eventually be executed and/or that the transaction will be consummated as presented
above or at all _refer to Note 5_, the board and management estimates that the Company
is unable to serve its entire debt according to the due date the bondholders approved
to postpone the final redemption date. Accordingly, it is expected that the Company
will not be able to meet its entire contractual obligations in the following 12 months.
With such warning signs, the Company is providing projected cash flow for the period
of 18 months following for the coming two years.
2. Projected cash flow
The Company has implemented the restructuring plan that was approved by the Dutch
court on July 9, 2014 _the "Restructuring Plan"_. Under the Restructuring Plan, principal
payments under the bonds issued by the Company and originally due in the years 2013
to 2015 were deferred for a period of four and a half years, and principal payments
originally due in 2016 and 2017 were deferred for a period of one year. During first
three months of 2017, the Company paid to its bondholders a total amount of NIS 191.7
million _EUR 49.2 million_ as an early redemption. Upon such payments, the Company
complied with the Early Prepayment Term _early redemption at the total sum of at least
NIS 382 million_ and thus obtained a deferral of one year for the remaining contractual
obligations of the bonds.
In January 2018, a settlement agreement was signed by and among the Company and the
two Israeli Series of Bonds.
On November 22, 2018 the Company announced based on its current forecasts, that the
Company expected to pay the accrued interest on Series A and Series B Bonds on December
31, 2018, in accordance with the repayment schedule determined in the Company's Restructuring
Plan and Settlement Agreement with Series A and Series B Bondholders from 11 January
2018 _the "Settlement Agreement"_. The Company noted that it will not meet its principal
repayment due on December 31, 2018 as provided for in the Settlement Agreement. On
February 18, 2019 the Company paid principal of circa EUR 250,000 and Penalty interest
on arrears of EUR 150,000 following the bondholder's approval to defer principal repayment
to July 1, 2019.
In addition, during June 2019 the bondholders approved the deferral of the full payment
of principal due on July 1, 2019 and of 58% _"deferred interest amount"_ of the sum
of interest _consisting of the total interest accrued for the outstanding balance
of the principal, including interest for part of the principal payment which was deferred
as of February 18, 2019, plus interest arrears for part of the principal which was
fixed on February 18, 2019 and was not paid by the Company and all in accordance with
the provisions of the trust deed; "the full amount of interest"_, the effective date
of which is June 19, 2019, and the payment date was fixed as of July 1, 2019. The
company paid on the said date a total amount of circa EUR 1.17 million, which is only
42% of the full amount of interest.
On July 11, 2019, the Company announced that its Romanian subsidiary had signed a
binding agreement to sell land in Romania _refer to Note 5_3__f_ of the consolidated
financial statements as of December 31, 2020_, and that the Company would use part
of the proceeds now received by it EUR 0.75 million _hereinafter: "the amount payable"_,
in order to make a partial interest payment to the bondholders _Series A_ and _Series
B_ issued by the Company. The payment required changes in the repayment schedule and
amendments of the trust deeds which was approved unanimously by the Bondholders. The
amount payable was paid on August 14, 2019 and reflects 30% of accrued interest as
of that date.
On November 17, 2019, the bondholders of Series A and Series B approved a deferral
of all the scheduled Principal payment and app. 87% of deferral of the scheduled Interest
payment, both, as of December 31, 2019 to July 1, 2020.
On May 4, 2020, the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to January 1, 2021 of all the scheduled Principal; _ii_
that on July 1, 2020 the Company will pay to its bondholders a partial interest payment
in the total amount of EUR 250,000 and to deferral all other unpaid scheduled Interest
payment.
Following receiving the Settlement Amount related to the final price adjustment of
the sale of Belgrade Plaza and in light of the potential negative impact of the Covid-19
on the possibility to receive future proceeds from the Company's plots in India, the
Company decided to increase the amount to be paid to the bondholders on July 1, 2020,
from EUR 250,000 to EUR 500,000. The amount reflected 6.74% of accrued interest as
of that date.
On November 12, 2020, the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to July 1, 2021 of all the scheduled Principal; that on
January 1, 2021 the Company will pay to its bondholders a partial interest payment
in the total amount of EUR 200,000 and to deferral all other unpaid interest. The
amount reflected 1.84% of accrued interest as of that date.
On April 12, 2021, the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to January 1, 2022; _ii_ that on July 1, 2021 the Company
will pay to its bondholders a partial interest payment in the total amount of EUR
125,000 and to deferral all other unpaid interest. The amount reflected 0.84% of accrued
interest as of that date.
On November 25, 2021, the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to July 1, 2022; _ii_ that on January 1, 2022 the Company
will pay to its bondholders a partial interest payment in the total amount of EUR
125,000 and to deferral all other unpaid interest. The amount reflected 0.92% of accrued
interest as of that date.
On June 16, 2022, the bondholders of Series A and Series B approved to postpone the
final redemption date to January 1, 2023.
On November 8, 2022, the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to July 1, 2023; _ii_ that on January 1, 2023 the Company
will pay to its bondholders a partial interest payment in the total amount of EUR
2,000,000 and to deferral all other unpaid interest. The amount reflected 6.08% of
accrued interest as of that date.
Further, in 2023 the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to January 1, 2024; _ii_ that on July 1, 2023 the Company
will pay to its bondholders a partial interest payment in the total amount of EUR
750,000 and to deferral all other unpaid interest. The amount reflected 6.08% of accrued
interest as of that date.
On November 11, 2023, the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to July 1, 2024; _ii_ that on January 1, 2024 the Company
will pay to its bondholders a partial interest payment in the total amount of EUR
200,000 and to defer all other unpaid interest. The amount reflected 0.51% of accrued
interest as of that date.
In 2024 the bondholders of Series A and Series B approved: _i_ to postpone the final
redemption date to January 1, 2025.
Further, in 2025 the bondholders of Series A and Series B approved: _i_ to postpone
the final redemption date to January 1, 2026.
In 2026 the bondholders of Series A and Series B approved to postpone the final redemption
date to January 1, 2027.
The materialisation, occurrence consummation and execution of the events and transactions
and of the assumptions on which the projected cash flow is based, including with respect
to the proceeds and timing thereof, although probable, are not certain and are subject
to factors beyond the Company's control as well as to the consents and approvals of
third parties and certain risks factors. Therefore, delays in the realisation of the
Company's assets and investments or realisation at a lower price than expected by
the Company, as well as any other deviation from the Company's assumptions _such as
additional expenses due to suspension of trading, delay in submitting the statutory
reports etc._, could have an adverse effect on the Company's cash flow and the Company's
ability to service its indebtedness in a timely manner.In millions 7-12/2026 2027
Cash - Opening Balance _2_ 1.50 1.00
Proceeds from other income _3_ - -
Total Sources 1.50 1.00
Debentures - principal - -
Debentures - interest _4_ - -
Other operational costs _5_ 0.10 0.20
G_A expenses _including property maintenance_ _6_ 0.40 0.80
Total Uses 0.50 1.00
Cash - Closing Balance _2_ 1.00 0.00
1. The above cash flow is subject to the approval of the bondholders of both series
to postpone the repayment of the remaining balance of the bonds which is due on January
1, 2027.
2. Total cash on standalone basis as well as fully owned subsidiaries.
3. The Company did not include any proceeds from pre-sale agreement signed with AFI,
due to the uncertainty as to the fulfilment of the conditions set out in the preliminary
agreement as mentioned in Note 5 of the interim condensed consolidated financial statements
as of June 30, 2026, thus there can be no certainty an the SPA will eventually be
executed and/or that the Transaction will be completed.
4. Payments of interests are subject to the approval of the bondholders of both series.
5. The cost includes a provision for arbitrations / legal costs based on projection
of arbitration process.
6. Total general and administrative expenses includes both costs of the Company and
of all the subsidiaries.
Ron Hadassi
Executive Director
31 August 2026PLAZA CENTERS N.V.INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026NOT AUDITED AND NOT REVIEWED
IN '000 EURCONTENTS Page
Interim condensed consolidated statements of financial position 2 - 3
Interim condensed consolidated statements of profit or loss 4
Interim condensed consolidated statements of comprehensive income 5
Interim condensed consolidated statements of changes in equity 6
Interim condensed consolidated statements of cash flows 7
Notes to interim condensed consolidated financial statements 8 - 12
- - - - - - - - - - -
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION June 30, December
31,
2026 2025
EUR '000 EUR '000
Not audited
Not reviewed Audited
ASSETS
Cash and cash equivalents 1,471 1,847
Prepayments and other receivables 49 39
Total current assets 1,520 1,886
Total assets 1,520 1,886
The accompanying notes are an integral part of the interim condensed consolidated
financial statements.INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
June 30, December 31,
2026 2025
EUR '000 EUR '000
Not audited
Not reviewed Audited
LIABILITIES AND EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY
Bonds at amortized cost 113,652 101,890
Accrued interests on bonds 91,847 74,778
Trade payables 61 72
Other liabilities 205 271
Total current liabilities 205,765 177,011
Share capital 6,856 6,856
Other reserves _19,983_ _19,983_
Share based payment reserve 35,376 35,376
Share premium 282,596 282,596
Retained losses _509,090_ _479,970_
Total equity _204,245_ _175,125_
Total equity and liabilities 1,520 1,886The accompanying notes are an integral part
of the interim condensed consolidated financial statements.August 31, 2026
Ron Hadassi David Dekel
Date of approval of the
financial statements Executive Director Chairman of the Board of Directors
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS Six months ended
June 30,
2026 2025
EUR '000 EUR '000
_except per share data_ _except per share data_
Not audited
Not reviewed Not audited
Not reviewed
Other income 81 411
Expenses and losses
Cost of operations _57_ _65_
Administrative expenses _426_ _337_
Total Expenses and losses 483 402
Finance income 7 4,250
Finance costs _28,725_ _7,751_
Finance income _costs_, expenses and losses _29,201_ _3,903_
Loss before income tax _29,120_ _3,492_
Income tax - -
Loss for the period _29,120_ _3,492_
Earnings per share
Basic and diluted loss per share _in EURO_ _4.25_ _0.51_
The accompanying notes are an integral part of the interim condensed consolidated
financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Six months ended
June 30,
2026 2025
EUR '000 EUR '000
_except per share data_ _except per share data_
Not audited
Not reviewed Not audited
Not reviewed
Loss for the period _29,120_ _3,492_
Other comprehensive gain _loss_ for the period - -
Total comprehensive loss for the period _29,120_ _3,492_
The accompanying notes are an integral part of the interim condensed consolidated
financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Share
capital Share Premium Share based payment reserves Translation Reserve Other
reserves Retained
losses Total
Balance on January 1, 2026 6,856 282,596 35,376 - _19,983_ _479,970_ _175,125_
Comprehensive loss for the period
Net loss for the period - - - - - _29,120_ _29,120_
Total comprehensive loss for the period - - - - - _29,120_ _29,120_
Balance on June 30, 2026 _Not audited, not reviewed_ 6,856 282,596 35,376 - _19,983_ _509,090_ _204,245_ Share
capital Share Premium Share based payment reserves Translation Reserve Other reserves
Retained
losses Total
Balance on January 1, 2025 6,856 282,596 35,376 - _19,983_ _461,973_ _157,128_
Comprehensive loss for the period
Net loss for the period - - - - - _3,492_ _3,492_
Total comprehensive loss for the period - - - - - _3,492_ _3,492_
Balance on June 30, 2025 _Not audited, not reviewed_ 6,856 282,596 35,376 - _19,983_ _465,465_ _160,620_The
accompanying notes are an integral part of the interim condensed consolidated financial
statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended
June 30,
2026 2025
EUR '000 EUR '000
Not audited
Not reviewed Not audited
Not reviewed
Cash flows from operating activities:
Loss for the period _29,120_ _3,492_
Adjustments necessary to reflect cash flows used in operating activities
Net finance costs _incomes_ 28,718 3,501
Cash flow from operations before changes in working capital _402_ 9
Changes in:
Trade receivables 10 1
Other receivables _20_ _27_
Trade payables _11_ _32_
Other liabilities, related parties' liabilities and provisions _66_ _314_
Cash flow from changes in working capital _87_ _372_
Interest received 8 14
Net cash used in operating activities _481_ _349_
Cash from investing activities
Investment in _receipt of_ restricted deposit - _17_
Net cash provided by investing activities - _17_
Cash from financing activities
Net cash used in financing activities - -
Effect of exchange fluctuations on cash held 105 _15_
Decrease in cash and cash equivalents during the period _481_ _366_
Cash and cash equivalents as of January 1st
1,847
2,588
Cash and cash equivalents as of June 30 1,471 2,207The accompanying notes are an
integral part of the interim condensed consolidated financial statements.
NOTE 1: - CORPORATE INFORMATION
a. Plaza Centers N.V. _"the Company" and together with its subsidiaries, "the Group"_
was incorporated and is registered in the Netherlands. The Company's registered office
is at Tolstraat 112, 1074 VK, Amsterdam, the Netherlands. In the past the Company
conducted its activities in the field of establishing, operating and selling of shopping
and entertainment centres, as well as other mixed-use projects _retail, office, residential_
in Central and Eastern Europe _starting 1996_ and India _from 2006_. Following debt
restructuring plan approved in 2014 the Group's main focus is to reduce corporate
debt by early repayments following sale of assets and to continue with efficiency
measures and cost reduction where possible.
The condensed interim consolidated financial statements for each of the periods presented
comprise the Company and its subsidiaries _together referred to as the "Group"_ and
the Group's interest in jointly controlled entities.
The Company is listed on the premium segment of the Official List of the UK Listing
Authority and to trading on the main market of the London Stock Exchange _"LSE"_,
the Warsaw Stock Exchange _"WSE"_ and on the Tel Aviv Stock Exchange _"TASE"_. b. Going
concern and liquidity position of the Company:
As of June 30, 2026, the Company's outstanding obligations to bondholders _including
accrued interests_ are app. EUR 205.5 million due date of which was postponed to January
1, 2027 _the "Current Due date"_ _please refer to Note 6_b__.
Due to the above the Company's primary need is for liquidity. The Company's current
and future resources include the following:
1. Cash and cash equivalents _including the cash of fully owned subsidiaries_ of approximately
EUR 1.5 million.
2. The Company and AFI Europe N.V. _"AFI Europe"_ entered into an addendum to the
pre-sale agreement entered into between the Parties in connection with the sale of
its subsidiary _the "SPV"_ which holds 75% in the Casa Radio Project _the "Project"_
_the "Addendum" and the "Agreement", respectively_ pursuant to which the Parties agreed
to extend the Long Stop Date, which is the date on which the parties will execute
a share purchase agreement, subject to the satisfaction of conditions precedent _the
"SPA"_, until December 31, 2026. There can be no certainty that the SPA will eventually
be executed and/or that the transaction will be consummated as presented above or
at all.
3. In addition, as detailed in note 5_2_ of the annual financial statements as of
December 31, 2025, the Company has submitted with the International Centre for Settlement
of Investment Disputes _"ICSID"_ a Request for Arbitration _the "Request"_ against
Romania for compensation of losses incurred due to failure of the Romanian authorities
to cooperate, negotiate and adjust the PPP agreement as described in the note 5_1__c_
of the annual financial statements as of December 31, 2025 which include the Company's
investment in the Project SPV, loss of potential profit, and costs and expenses of
the arbitration. The Company has received the Tribunal's award. The award, by majority
decision, dismissed the Company's claims on jurisdictional grounds. The Company filed
on August 7, 2026 its Application for Annulment.NOTE 1: - CORPORATE INFORMATION _Cont._
In connection with the arbitration proceedings before the London Court of International
Arbitration _"LCIA"_ initiated by the Ministry of Finance of Romania in relation to
the Casa Radio, the Company filed on May 8, 2026 its Statement of Defence and Statement
of Counterclaim.
The submission rejects the claims asserted against the Company and includes counterclaim
seeking compensation in connection with the dispute in an amount ranging between approximately
EUR 60 million and EUR 420 million.
At this stage there is no certainty about the result of the dispute, hence no resources
are expected to be available in the foreseeable future.
As of June 30, 2026, the Company is not in compliance with the main Covenants as defined
in the restructuring plan _for more details refer also to Note 7 of the annual financial
statements as of December 31, 2025_, hence under defaulted which could also trigger
early repayment clause by the bondholders.
Due to the abovementioned and due to the board and management estimation that the
Company is unable to serve its entire debt on the Current Due Date, the Company intends
to request the bondholders of both series an additional postponement of the repayment
of the remaining balance of the bonds. However, there is an uncertainty if the bondholders
will approve the request. In the case that the bondholders would declare their remaining
claims to become immediately due and payable, the Company would not be in a position
to settle those claims and would need to enter to an additional debt restructuring
or might cease to be a going concern basis.
Due to the abovementioned conditions a material uncertainty exists that casts significant
doubt about the Company's ability to continue as a going concern.
The interim condensed consolidated financial statements have been prepared on a going
concern basis, which assumes that the Group will be able to meet the mandatory repayment
obligations of its bonds and other working capital requirements.
NOTE 2: - BASIS OF PREPARATION
a. Basis of preparation of the interim condensed consolidated financial data:
The interim condensed consolidated financial data for the six months period ended
June 30, 2026 have been prepared in accordance with the International Financial Reporting
Standard IAS 34 _"Interim Financial Reporting"_ as adopted by the European Union.
The interim condensed consolidated financial statements do not include all the information
and disclosures required in the annual financial statements and should be read in
conjunction with the Group's annual consolidated financial statements as of 31 December
2025. These interim condensed consolidated financial statements as of June 30, 2026
have been neither audited nor reviewed by the Company's auditors.
The financial information for the half year ended 30 June 2025 has neither been audited
nor reviewed by the auditors.
Selected explanatory notes are, however, included to explain events and transactions
that are significant to understanding the changes in the Group's financial position
and performance since the last annual consolidated financial statements as of and
for the year ended December 31, 2025.
NOTE 2: - BASIS OF PREPARATION _Cont._
The interim condensed consolidated financial statements as of June 30, 2026 were authorized
by the Board of Directors on 31 August 2026. NOTE 3: - USE OF JUDGEMENT AND ESTIMATES
In preparing this interim condensed consolidated financial information, management
has made judgements, estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing this interim condensed consolidated financial information, the significant
judgments made by management in applying the Group's accounting policies and the key
sources of estimation uncertainty were principally the same as those that applied
to the consolidated financial statements as at and for the year ended December 31,
2025, save for the changes highlighted above. Refer also to Note 1_b_ above for significant
estimations performed. NOTE 4: - FINANCIAL INSTRUMENTS
Carrying amounts and fair values
In respect to the Company's financial instruments assets not presented at fair value,
being mostly short-term market interest bearing liquid balances, the Company believes
that the carrying amount approximates its fair value. In respect of the Company's
financial instruments liabilities:
Fair value of the quoted debentures is based on price quotations at the reporting
date.
Carrying amount Fair value
June 30, December 31, June 30, December 31
2026 2025 2026 2025
Not audited
Not reviewed
Audited Not audited
Not reviewed Audited
EUR '000 EUR '000 EUR '000 EUR '000
Bonds A at amortized cost - Israeli bonds 47,188 42,302 683 2,455
Bonds B at amortized cost - Israeli bonds 66,464 59,588 1,125 3,676
Total 113,652 101,890 1,808 7,718
As of June 30, 2026, the Company's outstanding obligations to bondholders _including
accrued interests_ are app. EUR 205.5 million with due date that was postponed to
January 1, 2027.NOTE 5: - CASA RADIO
a. Following Note 5_2_ to the annual consolidated financial statements as of December
31, 2025 which discloses details regarding the ongoing arbitration proceedings before
the ICSID initiated by the Company against Romania, the Company has received the Tribunal's
award. The award, by majority decision, dismissed the Company's claims on jurisdictional
grounds. The Company filed on August 7, 2026 its Application for Annulment.
In connection with the arbitration proceedings before the London Court of International
Arbitration _"LCIA"_ initiated by the Ministry of Finance of Romania in relation to
the Casa Radio, the Company filed on May 8, 2026 its Statement of Defence and Statement
of Counterclaim.
NOTE 5: - CASA RADIO _Cont._
The Company continues to assess its position and considering all available options
and next steps.
b. Following Note 5_1__e_ to the annual consolidated financial statements as of December
31, 2025 which discloses that the The Company and AFI Europe N.V. _"AFI Europe"_ entered
into an addendum to the pre-sale agreement entered into between the Parties in connection
with the sale of its subsidiary _the "SPV"_ which holds 75% in the Casa Radio Project
_the "Project"_ _the "Addendum" and the "Agreement", respectively_ pursuant to which
the Parties agreed to extend the Long Stop Date, which is the date on which the parties
will execute a share purchase agreement, subject to the satisfaction of conditions
precedent _the "SPA"_, until December 31, 2026.
Following the above, the Parties continue their attempts to receive the authority's
approval in order to be able to execute the SPA, still there has been no progress
since the pre-sale has been signed. In light of the above the Company is exploring
all its options in order to obtain progress, including among others its legal options..
Due to the above, there can be no certainty that the SPA will eventually be executed
and/or that the transaction will be completed.
c. Write-down of trading properties:
As detailed in the annual consolidated financial statements, the value of the trading
property of the Project was fully reduced _for more details refer to Note 5_2_ to
the annual consolidated financial statements as of December 31, 2025_.
Still, the Company believes that despite this reduction there is no change in the
value of the Company's rights under the PPP Agreement. In addition, the Company is
actively pursuing all available options, including legal avenues, to achieve progress.
NOTE 6:- MATERIAL EVENTS DURING THE REPORTING PERIOD
a. Dutch statutory auditor:
Following Note 16_b__6_ to the annual consolidated financial statements as of December
31, 2025, which discloses statutory filing requirements, the Company submitted the
annual consolidated financial statements as of December 31, 2025 which were filed
to the London Stock Exchange, the Warsaw Stock Exchange and the Tel Aviv Stock Exchange,
to the Authority for the Financial Markets and to other relevant Dutch authorities.
b. Deferral of payment of Debentures and partial interests' payment:
As previously disclosed by the Company in Note 7_c_ to its annual consolidated financial
statements as of December 31, 2025, the Company was not able to meet its final redemption
obligation to its _Series A and Series B_ bondholders, due on July 1, 2026. In light
of the above the bondholders approved to postpone the final redemption date to January
1, 2027.
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UNI-EN: RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2026
