Ronson Development SE
Company Financial Statements
for the year ended
31 December 2021
Contents
Page
Financial Statements for the year ended 31 December 2021
Statement of Comprehensive Income 1
Statement of Financial Position 2
Statement of Changes in Equity 3
Statement of Cash Flows 4
Notes to the Financial Statements 5
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
1
Company Statement of Comprehensive Income
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Note
Revenues from consulting services
4
6,025
9,005
General and administrative expense
5,6
(5,308)
(5,420)
Other revenues/(expenses)
11
17
Operating profit
728
3,602
Result from subsidiaries after taxation
9
46,588
40,775
Operating profit after result from subsidiaries
47,316
44,378
Finance income
7
6,430
6,594
Finance expense
7
(12,746)
(9,753)
Net finance income/(expense)
(6,316)
(3,159)
Profit/(loss) before taxation
41,000
41,219
Income tax benefit/(expense)
8
(653)
(1,076)
Profit for the period
40,347
40,143
Other comprehensive income
-
-
Total comprehensive income/(expense) for the period, net of
tax
40,347
40,143
Weighted average number of ordinary shares
(basic and diluted)
162,445,075
163,103,163
In Polish Zlotys (PLN)
Net earnings/(loss) per share attributable to the equity holders
of the parent (basic and diluted)
0.248
0.246
The notes included on pages 5 to 26 are an integral part of these company financial statements
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
2
Company Statement of Financial Position
As at 31 December
2020
In thousands of Polish Zlotys (PLN)
Note
Assets
Intangible assets
39
Investment in subsidiaries
9
435,874
Loan granted to subsidiaries
10
160,040
Total non-current assets
595.953
Trade and other receivables and prepayments
88
Receivable from subsidiaries
3,699
Loan granted to subsidiaries
10
307
Cash and cash equivalents
27,152
Total current assets
31,246
Total assets
627,199
Equity
Shareholders’ equity
11
Share capital
12,503
Share premium reserve
157,905
Treasury shares
(1,613)
Retained earnings
211,022
Total Equity/ Equity attributable to the Equity holders
of the parent
379,817
Liabilities
Long-term liabilities
Bond loans
12
175,382
Loans from subsidiaries
12,270
Deferred tax liabilities
61
Total long-term liabilities
187,712
Current liabilities
Bond loans
12
52,625
Other payables - accrued interests on bonds
12
2,065
Loans from subsidiaries
12
3,309
Trade and other payables and accrued expenses
13
1,670
Total current liabilities
59,670
Total liabilities
247,382
Total shareholders’ equity and liabilities
627,199
The notes included on pages 5 to 26 are an integral part of these company financial statements
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
3
Company Statement of Changes in Equity
Attributable to the Equity holders of parent
In thousands of Polish Zlotys (PLN)
Share
capital
Share
premium
Treasury
shares
Retained
earnings
Total Equity/
Equity
attributable to
the Equity
holders of the
parent
Balance at 1 January 2021
12,503
157,905
(1,613)
211,022
379,817
Comprehensive income:
Net profit for the period ended 31 December 2021
-
-
-
40,347
40,347
Other comprehensive income
-
-
-
-
-
Total comprehensive income/(expense)
-
-
-
40,347
40,347
Own shares acquired
-
-
(119)
-
(119)
Reclassification of 2019 net result from Share
premium to retained earnings
(1)
-
(7,627)
-
7,627
-
Balance at 31 December 2021
12,503
150,278
(1,732)
258,996
420,045
(1) change of presentation of allocation of net result for the year 2019 from Share premium to Retained earnings
Attributable to the Equity holders of parent
In thousands of Polish Zlotys (PLN)
Share
capital
Share
premium
Treasury
shares
Retained
earnings
Total Equity/
Equity
attributable to
the Equity
holders of the
parent
Balance at 1 January 2020
12,503
150,278
(580)
188,293
350,494
Comprehensive income:
Profit for the period ended 31 December 2020
-
-
-
40,143
40,143
Other comprehensive income
-
-
-
-
-
Total comprehensive income/(expense)
-
-
-
40,143
40,143
Own shares acquired
-
-
(1,033)
-
(1,033)
Dividend
-
-
-
(9,787)
(9,787)
Allocation of 2019 result - share premium
increase
-
7,627
-
(7,627)
-
Balance at 31 December 2020
12,503
157,905
(1,613)
211,022
379,817
The notes included on pages 5 to 26 are an integral part of these company financial statements
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
4
Company Statement of Cash Flows
For the 12 months period ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Note
Cash flows from operating activities
Profit for the year
40,347
40,143
Adjustments to reconcile profit for the period
to net cash (used in)/from operating activities:
Finance income
7
(6,430)
(6,594)
Finance expense
7
12,746
9,915
Income tax expense
8
673
1,076
Net results subsidiaries during the year
9
(46,588)
(40,775)
Subtotal
748
3,765
Decrease/(increase) in trade and other receivables and prepayments
(34)
19
Decrease/(increase) in receivable from subsidiaries
3,226
(2,455)
Increase/(decrease) in trade and other payable and accrued expense
(220)
239
Subtotal
3,720
1,567
Interest paid
(14,158)
(8,467)
Interest received
5,257
2,273
Net cash used in operating activities
(5,180)
(4,627)
Cash flows from investing activities
Loans granted to subsidiaries, net of issue cost
10
(110,000)
(79,354)
Repayment of loans granted to subsidiaries
10
70,178
27,956
Dividend from subsidiary
9
24,020
34,737
Net investment in subsidiaries
9
(7)
(1,000)
Net cash used in investing activities
(15,809)
(17,661)
Cash flows from financing activities
Purchase of Treasury shares
11
(119)
(1,033)
Dividends paid
11
-
(9,787)
Repayment of loans received from subsidiaries
12
(10,665)
11,864
Proceeds from bond loans, net of issue costs
12
95,105
96,223
Repayment of bond loans
12
(77,929)
(55,000)
Net cash from financing activities
6,393
42,267
Net change in cash and cash equivalents
(14,596)
19,979
Cash and cash equivalents at 1 January
27,152
7,173
Cash and cash equivalents at 31 December
12,556
27,152
The notes included on pages 5 to 26 are an integral part of these company financial statements
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
5
Notes to the Company Financial Statements
1. General
Ronson Development SE (‘the Company’), formerly named Ronson Europe N.V., is an European Company with
its statutory seat in Warsaw, Poland. The registered office is located at al. Komisji Edukacji Narodowej 57. The
Company was incorporated in the Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in
Rotterdam. During 2018, the Company changed its name and was transformed into an European Company (SE)
and, effectively as of 31 October 2018, transferred its registered office of the Company from the Netherlands to
Poland.
The Company (together with its subsidiaries, ‘the Group’) is active in the development and sale of residential units,
primarily apartments, in multi-family residential real-estate projects to individual customers in Poland. The
Company prepared Consolidated Financial Statements for the year ended 31 December 2021, which was
authorized for issue on 16 March 2022.
The details of the entities, the year of incorporation and the percentage of ownership and voting rights directly or
indirectly held by the Company as at 31 December 2021 and as at 31 December 2020, are presented below and on
the following page.
Entity name
Year of
incorporation
Share of ownership & voting
rights at the end of
Share of ownership & voting rights at the end of
31 December
2021
31 December
2020
a.
held directly by the Company:
1
Ronson Development Management Sp. z o.o.
1999
100%
100%
2
Ronson Development Warsaw Sp. z o.o.
2000
100%
100%
3
Ronson Development Investment Sp. z o.o.
2011
100%
100%
4
Ronson Development Metropol Sp. z o.o.
2011
100%
100%
5
Ronson Development Creations Sp. z o.o.
2005
100%
100%
6
Ronson Development Sp. z o.o.
2006
100%
100%
7
Ronson Development Construction Sp. z o.o.
2006
100%
100%
8
City 2015 Sp. z o.o.
2006
100%
100%
9
Ronson Development Village Sp. z o.o.
(1)
2007
100%
100%
10
Ronson Development Skyline Sp. z o.o.
2007
100%
100%
11
Ronson Development Universal Sp. z o.o.
(1)
2007
100%
100%
12
Ronson Development South Sp. z o.o.
2007
100%
100%
13
Ronson Development Partner 5 Sp. z o.o.
2007
100%
100%
14
Ronson Development Partner 4 Sp. z o.o.
2007
100%
100%
15
Ronson Development North Sp. z o.o.
2007
100%
100%
16
Ronson Development Providence Sp. z o.o.
2007
100%
100%
17
Ronson Development Finco Sp. z o.o.
2009
100%
100%
18
Ronson Development Partner 2 Sp. z o.o.
2009
100%
100%
19
Ronson Development Partner 3 Sp. z o.o.
2012
100%
100%
20
Ronson Development Studzienna Sp. z o.o.
2019
100%
100%
21
Ronson Development SPV1 Sp. z o.o.
(2)
2021
100%
n/a
22
Ronson Development SPV2 Sp. z o.o.
(2)
2021
100%
n/a
23
Ronson Development SPV3 Sp. z o.o.
(2)
2021
100%
n/a
24
Ronson Development SPV4 Sp. z o.o.
(2)
2021
100%
n/a
25
Ronson Development SPV5 Sp. z o.o.
(3)
2021
100%
n/a
26
Ronson Development SPV6 Sp. z o.o
. (3)
2021
100%
n/a
27
Ronson Development SPV7 Sp. z o.o.
(4)
2021
100%
n/a
28
Ronson Development SPV8 Sp. z o.o.
(4)
2021
100%
n/a
29
Ronson Development SPV9 Sp. z o.o.
(4)
2021
100%
n/a
30
Ronson Development SPV10 Sp. z o.o.
(7)
2021
100%
n/a
31
Ronson Development SPV11 Sp. z o.o.
(7)
2021
100%
n/a
b.
held indirectly by the Company :
32
Nova Królikarnia B.V. (Company with the registered office in the Netherlands)
(6)
2016
-
100%
33
AGRT Sp. z o.o.
2007
100%
100%
34
Ronson Development Partner 4 Sp. z o.o. – Panoramika Sp.k.
2007
100%
100%
35
Ronson Development Sp. z o.o. - Estate Sp.k.
2007
100%
100%
36
Ronson Development Sp. z o.o. - Home Sp.k.
2007
100%
100%
37
Ronson Development Sp. z o.o. - Horizon Sp.k.
2007
100%
100%
38
Ronson Development Partner 3 Sp. z o.o. - Sakura Sp.k.
2007
100%
100%
39
Ronson Development Partner 3 sp. z o.o. – Viva Jagodno sp. k.
2009
100%
100%
40
Ronson Development Sp. z o.o. - Apartments 2011 Sp.k.
2009
100%
100%
41
Ronson Development Sp. z o.o. - Idea Sp.k.
2009
100%
100%
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
6
Notes to the Company Financial Statements
1. General
Entity name
Year of
incorporation
Share of ownership & voting rights at
the end of
31 December
2021
31 December
2020
b.
held indirectly by the Company :
42
Ronson Development Partner 2 Sp. z o.o. – Destiny 2011 Sp.k.
2009
100%
100%
43
Ronson Development Partner 2 Sp. z o.o. - Enterprise 2011 Sp.k.
2009
100%
100%
44
Ronson Development Partner 2 Sp. z o.o. - Retreat 2011 Sp.k.
2009
100%
100%
45
Ronson Development Partner 5 Sp. z o.o - Vitalia Sp.k.
2009
100%
100%
46
Ronson Development Sp. z o.o. - 2011 Sp.k.
2009
100%
100%
47
Ronson Development Sp. z o.o. - Gemini 2 Sp.k.
2009
100%
100%
48
Ronson Development Sp. z o.o. - Verdis Sp.k.
2009
100%
100%
49
Ronson Espresso Sp. z o.o.
2006
100%
100%
50
Retreat Sp. z o.o
.(5)
2010
-
100%
51
Ronson Development Nautica 2010 Sp. z o.o
.(5)
2010
-
100%
52
Ronson Development Sp. z o.o. - Naturalis Sp.k.
2011
100%
100%
53
Ronson Development Sp. z o.o. - Impressio Sp.k.
2011
100%
100%
54
Ronson Development Partner 3 Sp. z o.o.- Nowe Warzymice Sp. k
2011
100%
100%
55
Ronson Development Sp. z o.o. - Providence 2011 Sp.k.
2011
100%
100%
56
Ronson Development Partner 2 Sp. z o.o. - Capital 2011 Sp. k.
2011
100%
100%
57
Ronson Development Partner 5 Sp. z o.o. - Miasto Marina Sp.k.
2011
100%
100%
58
Ronson Development Partner 5 Sp. z o.o. - City 1 Sp.k.
2012
100%
100%
59
Ronson Development Partner 2 Sp. z o.o. - Miasto Moje Sp. k.
2012
100%
100%
60
Ronson Development sp. z o.o. – Ursus Centralny Sp. k.
2012
100%
100%
61
Ronson Development Sp. z o.o. - City 4 Sp.k.
2016
100%
100%
62
Ronson Development Partner 2 Sp. z o.o. – Grunwald Sp.k.
2016
100%
100%
63
Ronson Development Sp. z o.o. Grunwaldzka” Sp.k.
2016
100%
100%
64
Ronson Development Sp. z o.o. - Projekt 3 Sp.k.
2016
100%
100%
65
Ronson Development Sp. z o.o. - Projekt 4 Sp.k.
2017
100%
100%
66
Ronson Development Sp. z o.o. - Projekt 5 Sp.k.
2017
100%
100%
67
Ronson Development Sp. z o.o. - Projekt 6 Sp.k.
2017
100%
100%
68
Ronson Development Sp. z o.o. - Projekt 7 Sp.k.
2017
100%
100%
69
Ronson Development Sp. z o.o. - Projekt 8 Sp.k.
2017
100%
100%
70
Bolzanus Limited (Company with the registered office in Cyprus)
2013
100%
100%
71
Park Development Properties Sp. z o.o. - Town Sp.k.
2007
100%
100%
72
Tras 2016 Sp. z o.o.
2011
100%
100%
73
Park Development Properties Sp. z o.o.
2011
100%
100%
74
Jasminova 2016 Sp. z o.o.
2016
100%
100%
75
Town 2016 Sp. z o.o.
2016
100%
100%
76
Enterprise 2016 Sp. z o.o.
2016
100%
100%
77
Wrocław 2016 Sp. z o.o.
2016
100%
100%
78
Darwen Sp. z o.o.
2017
100%
100%
79
Truro Sp. z o.o.
2017
100%
100%
80
Tregaron Sp. z o.o.
2017
100%
100%
81
Totton Sp. z o.o.
2017
100%
100%
82
Tring Sp. z o.o.
2017
100%
100%
83
Thame Sp. z o.o.
2017
100%
100%
84
Troon Sp. z o.o.
2017
100%
100%
85
Tywyn Sp. z o.o.
2018
100%
100%
86
Semela Sp. z o.o
. (8)
2021
100%
n/a
c.
other not subject to full consolidation:
87
Coralchief sp. z o.o.
2018
50%
50%
88
Coralchief sp. z o.o. - Projekt 1 sp. k.
2016
n/a
n/a
89
Ronson IS sp. z o.o.
2009
50%
50%
90
Ronson IS sp. z o.o. sp. k.
2012
n/a
n/a
(1) The Company has the power to govern the financial and operating policies of this entity and to obtain benefits from its activities, whereas Kancelaria
Radcy Prawnego Jarosław Zubrzycki holds the legal title to the shares of this entity.
(2) Companies created and registered in KRS in first quarter of 2021
(3) Companies created and registered in KRS in second quarter of 2021
(4) Companies created and registered in KRS in third quarter of 2021
(5) Companies merged with Ronson Development South Sp. z o.o. on 28 September 2021
(6) Company merged with Tras 2016 Sp. z o.o. on 1 October 2021
(7) Companies created and registered in KRS in fourth quarter of 2021
(8) Company aquired on 14 December 2021 indirectly by Ronson Development SPV7 Sp. z o.o.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
7
Notes to the Company Financial Statements
1. General
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to
publicly available information, as at 31 December 2021:
- 66.06% of the shares are indirectly controlled by A. Luzon Group (via I.T.R. Dori B.V.) and 27.98% of
the shares are directly controlled by of A. Luzon Group. The Ultimate Parent is Mr Amos Luzon, member
of the Supervisory Board;
- 0.96% of the shares are held by the Company and therefore also indirectly controlled by A. Luzon Group;
- 5.00% of the outstanding shares are held by other investors.
The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued
by the Company. It shall be noted that as at 31 December 2021 and as at 15 March 2022 the Company held
1,567,954 own shares (0.96%) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does
not exercise voting rights from own shares.
Shares
As of
15 March 2022
Number of
shares /
% of shares
Change in
number of
shares
As of
31 December 2021
Number of shares /
% of shares
Change in
number of
shares
As of
31 December
2020
Number of
shares /
% of shares
Shares issued:
164,010,813
-
164,010,813
-
164,010,813
I.T.R. Dori B.V.
(1)
108,349,187
-
108,349,187
-
108,349,187
66.06%
66.06%
-
66.06%
A. Luzon Group
54,093,672
8,201,224
45,892,448
45,892,448
-
32.98%
5.00%
27.98%
27.98%
-
Nationale Nederlanden Otwarty
Fundusz Emerytalny
-
-
-
(23,880,000)
23,880,000
-
-
-
(14.56%)
14.56%
Metlife Otwarty Fundusz
Emerytalny
-
-
-
N/A
N/A
-
-
-
N/A
Between 5%-10%
Votes
As of
15 March 2022
Number of
shares /
% of shares
Change
in
number
of
shares
(2)
As of
31 December 2021
Number of shares /
% of shares
Change in
number of
shares
(2)
As of
31 December 2020
Number of shares /
% of shares
Shares issued
(2)
:
162,442,859
-
162,442,859
(78,719)
162,521,578
I.T.R. Dori B.V.
(1)
108,349,187
-
108,349,187
-
108,349,187
66.70%
-
66.70%
-
66.67%
A. Luzon Group
54,093,672
8,201,224
45,892,448
45,892,448
-
33.30%
5.05%
28.25%
28.25%
-
Nationale Nederlanden Otwarty
Fundusz Emerytalny
-
-
-
(23,880,000)
23,880,000
-
-
-
(14.69%)
14.69%
Metlife Otwarty Fundusz
Emerytalny
-
-
-
N/A
N/A
-
-
-
N/A
Between 5%-10%
(1) The subsidiaries of A. Luzon Group.
(2) The overall number of votes decreased by the amount of votes resulting from own shares held by the Company, as in accordance with art. 364 § 2 of the Code
of Commercial Companies, it does not exercise voting rights from own shares.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
8
Notes to the Company Financial Statements
2. Accounting principles
a) Basis of preparation and statement of compliance
The Company Financial Statements of Ronson Development SE have been prepared in accordance with IFRS as
endorsed by the European Union (“IFRS”). IFRSs comprise standards and interpretations accepted by the
International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations
Committee (“IFRIC”).
The Company’s Financial Statements of Ronson Development SE were approved by the Management Board for
publication on 16 March 2022 in both English and Polish languages, while the Polish version is binding.
The Company’s Financial Statements of Ronson Development SE have been prepared on the going concern
assumption, i.e. the continuation of the Company’s business activity in the foreseeable future. As at the day of the
approval of these financial statements, there were no circumstances identified implying any threats to the
continuation of the Company’s activity.
The financial statements have been prepared on a historical cost basis. With regards to valuation of investment in
subsidiaries IAS 27 allows for valuation either at cost or at fair value or in accordance with the equity method.
The Company decided to select the equity method.
New and amended standards adopted by the Group
The Company has applied the following standards and amendments for the first time for their annual reporting
period commencing 1 January 2021:
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS4 and IFRS 16 due to IBOR reform - the changes refer to
the accounting issues that will arise when the financial instruments based on IBOR switch to the new
interest rates. The amendments introduce a number of guidelines and exemptions, in particular, a practical
simplification in case of changes in contracts that are required by the reform, which will be recognized
by updating interest rates, exemption from the obligation to terminate hedge accounting, temporary
exemption from the need to identify the risk component, and the obligation to include additional
disclosures. Detailed information regarding assets and liabilities basing on variable rates are presented in
Note 16. WIBOR is already BMR compliant.
• Amendments to IFRS4: Implementation of IFRS 9 “Financial instruments”. The amendment has no apply
to the Group’s operations.
The impact of the above amendments and improvements to IFRSs has been analyzed by the Management. Based
on the assessment the amendments do not impact the Annual Financial Statements of the Company.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 2021 report-
ing periods and have not been early adopted by the Company. These standards are not expected to have a material
impact on the entity or the Company in the current or future reporting periods and on foreseeable future transac-
tions.
b) Functional and reporting currency
Items included in the financial statements of the Company are measured using the currency of the primary
economic environment in which the Company operates (the “functional currency”). The Company Financial
Statements are presented in thousands of Polish Zloty (“PLN”), which is the Company’s functional and
presentation currency.
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at
the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in currencies other than the functional currency are
recognized in the statement of comprehensive income.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
9
Notes to the Company Financial Statements
2. Accounting principles
c) Use of estimates and judgements
The preparation of financial statements requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and
expenses during the reported period. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimate is revised.
Uncertain tax treatment
Regulations regarding VAT, corporate profits tax and social security contributions are subject to frequent changes.
These changes result in there being little point of reference and few established precedents that may be followed.
The binding regulations also contain uncertainties, resulting in differences in opinion regarding the legal
interpretation of tax regulations both between government bodies, and between government bodies and companies.
Tax and other settlements may be subject to inspection by administrative bodies authorized to impose high
penalties and fines, and any additional taxation liabilities calculated as a result must be paid together with high
interest. The above circumstances mean that tax exposure is greater in Poland than in countries that have a more
established taxation system. Accordingly, the amounts shown in the financial statements may change at a later
date as a result of the final decision of the tax authorities.
On 15 July 2016, amendments were made to the Tax Ordinance to introduce the provisions of General Anti-
Avoidance Rules (GAAR). GAAR are targeted to prevent origination and use of fictitious legal structures set up
to avoid payment of tax in Poland. GAAR define tax evasion as an activity performed mainly with a view to
realising tax gains, which is contrary, under given circumstances, to the subject and objective of the tax law. In
accordance with GAAR, an activity does not bring about tax gains, if its modus operandi was false. Any instances
of (i) unreasonable division of an operation (ii) involvement of agents despite lack of economic rationale for such
involvement, (iii) mutually exclusive or mutually compensating elements, as well as (iv) other activities similar
to those referred to earlier may be treated as a hint of artificial activities subject to GAAR. New regulations will
require considerably greater judgment in assessing tax effects of individual transactions. The GAAR clause should
be applied to the transactions performed after clause effective date and to the transactions which were performed
prior to GAAR clause effective date, but for which after the clause effective date tax gains were realised or
continue to be realised. The implementation of the above provisions will enable Polish tax authority challenge
such arrangements realised by tax remitters as restructuring or reorganization.
The Company accounts for current and deferred tax assets and liabilities based on the requirements of IAS 12
Income taxes, based on taxable profit (tax loss), taxable base, carry-forward of unused tax losses and carry-forward
of unused tax credits, and tax rates, while considering the assessment of uncertainty related to tax settlements. If
uncertainty exists as to whether and to what extent tax authority will accept individual tax treatments of made
transactions, the Company discloses these settlements while accounting for uncertainty assessment.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
10
Notes to the Company Financial Statements
3. Significant accounting policies
The accounting policies applied in the preparation of the attached financial statements are consistent with those
applied in the preparation of the financial statements of the Company for the year ended 31 December 2020 and
have been applied consistently in all periods presented in the Company’s Financial Statements.
(a) Foreign currency
Transactions in foreign currencies are translated to the respective functional currency at exchange rates prevailing
at the dates of the transactions using:
⚫ the purchase or selling rate of the bank whose services are used by the Company – in case of foreign
currency sales or purchase transactions, as well in the case as of the debt or liability payment transac-
tions;
⚫ the average rate specified for a given currency by the National Bank of Poland as on the transaction
date, unless a customs declaration or other binding document indicates another rate – in case of other
transactions.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot
rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
(b) Revenue from contracts with customers
Revenue from consulting services represents fees charged by the Company to its subsidiaries. Revenue is
recognized when control of the goods or services are transferred at an amount that reflects the consideration to
which the Company expects to be entitled in exchange for those goods or services. The Company has generally
concluded that it is the principal in its revenue arrangements because it typically controls the goods or services
before transferring them to the related parties.
(c) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial assets
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.
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at Amortized cost (debt instruments);
• Financial assets at fair value through OCI with recycling of cumulative gains and losses
(debt instruments);
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses
upon derecognition (equity instruments);
• Financial assets at fair value through profit or loss.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
11
Notes to the Company Financial Statements
3. Significant accounting policies
(c) Financial instruments
For the Company the first category is most relevant. Financial assets at Amortized cost are subsequently measured
using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognized in
profit or loss when the asset is derecognized, modified or impaired.
The Company recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Company expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale
of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are 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 default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs.
Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on
lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical
credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,
loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as
appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
Loans and borrowings 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 derecognized 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. The EIR amortization is included as finance costs in the statement of profit or loss.
The financial instruments of the Company are classified into one of the following categories:
Category
Statement of financial position item
Measurement
Assets measured at amortized costs
Loans granted to subsidiaries
Amortized cost method
Cash and cash equivalent
Amortized cost method
Trade and other receivables and prepayments
Amortized cost method
Liabilities measured at amortized costs
Bond loans
Amortized cost method
Loans from subsidiaries
Amortized cost method
Trade and other payables and accrued expenses
Amortized cost method
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
12
Notes to the Company Financial Statements
3. Significant accounting policies
(c) Financial instruments
Investments in subsidiaries
Subsidiaries are entities the Company controls directly or indirectly. The Company accounts, based on IAS 27 par
10(c), for investments in subsidiaries under equity method. Under the equity method of accounting, the
investments are initially recognized at cost and adjusted subsequently for the post-acquisition changes in share of
the net assets of subsidiaries. Dividends received or receivable from subsidiaries are recognized as a reduction in
the carrying amount of the investment. The financial statements of subsidiaries are prepared for the same period
as the financial statement of the Company. All subsidiaries (apart from Nova Krolikarnia B.V. which was merged
into Tras 2016 Sp. z o.o. on 1 October 2021) keep books of accounts in accordance with accounting policies
specified in the Accounting Act dated 29 September 1994 (‘the Accounting Act’) with subsequent amendments
and the regulations issued based on that Act. The Company accounts for investments in subsidiaries based on their
financial statements as per books of accounts adjusted in order to bring the financial statements of those entities
in conformity with IFRSs as adopted by EU.
(d) Equity
(i) Share capital
Share capital includes the proceeds received from the issue of ordinary shares on the nominal value in exchange
for cash.
(ii) Share premium
Share premium includes the excess of proceeds received from the issue of shares over the nominal value of shares.
Shares issuance costs are deducted from the share premium.
(iii) Treasury shares
Own shares that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss
is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
(e) Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability.
(f) Income tax expense
Income tax expense comprises current and deferred tax. Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to
tax payable in respect of previous years. Current tax expense is calculated according to tax regulations in effect in
the jurisdiction in which the individual companies are domiciled.
Deferred income tax is provided, using the balance sheet method, for all temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, and for tax losses
carried forward, except for the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
13
Notes to the Company Financial Statements
3. Significant accounting policies
(f) Income tax expense
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax
asset is recognized only to the extent that it is probable that future taxable profits will be available against which
the asset can be utilized. At each reporting date deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realized. Deferred tax assets and deferred tax liabilities are offset, if a
legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred
taxes relate to the same taxable entity and the same taxation authority.
(g) Cash and cash equivalents
Cash and cash equivalents in the statement of financial positions comprise cash at banks and on hand and short-
term deposits with an original maturity of three months or less, except for collateralized deposits.
For the purpose of the consolidated statement cash flows, cash and cash equivalents consist of cash and short-term
deposits as defined above, net of outstanding bank overdrafts.
4. Revenue
The Company provides services related to the preparation and organization of the investment process with
respect to development projects owned by the Company’s subsidiaries. As part of its responsibilities, the
Company undertakes the performance of advisory, management, legal and other activities necessary to manage
the investment process. The Company recognizes revenues when the obligation to perform the service is
fulfilled, i.e. during the service provision period. The concluded agreements do not contain a significant element
of financing. Due to such characteristics of the contracts signed, there are no significant balances of contract
assets or contract liabilities, except for trade receivables.
The decrease of revenues by PLN 3.0 million for the year ended 31 December 2021 as compared to the year
ended 31 December 2020 results from:
- termination of the contract with Nova Królikarnia projects in year 2021 (decrease by PLN 2,600
thousand compared to year 2020);
- decrease of revenue from management of investment process from PLN 6,300 thousand at year ended
31 December 2020 to PLN 6,000 thousand during the year ended 31 December 2021.
5. General and administrative expense
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
External services
1,061
980
Remuneration fees
4,046
4,109
Other
201
331
Total
5,308
5,420
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
14
Notes to the Company Financial Statements
6. Directors’ remuneration
Management Board personnel compensation
Management Board personnel compensation, payable by the Company, is presented in the table below. For
compensations paid by other entities in the Group reference is made to the Consolidated Financial Statements.
As at 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Salary and other short time benefit
(3)
70
-
Management bonus
50
-
Subtotal - Ms Karolina Bronszewska
120
-
Salary and other short time benefit
264
222
Management bonus
95
83
Other
(2)
132
149
Subtotal - Mr Yaron Shama
491
453
Salary and other short time benefit
(2)
-
39
Termination fee
(2)
-
203
Subtotal - Mr Rami Geris
-
242
Salary and other short time benefit
240
120
Incentive plan linked to financial results
425
445
Subtotal - Mr Andrzej Gutowski
665
565
Salary and other short time benefit
1,099
1,069
Management bonus
754
736
Other
(1)
623
658
Subtotal - Mr Boaz Haim
2,476
2,463
Total
3,752
3,723
(1) Mainly related to car expenses, flights and accommodation and an American school.
(2) Transactions with related parties.
(3) Remuneration for 7 months of the year 2021 (from 1 June 2021 – appointment as member of Management Board )
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
15
Notes to the Company Financial Statements
6. Directors’ remuneration
Alon Haver
On 23 November 2021 Mr. Alon Haver submitted his resignation from the position of the Member of the
Management Board of the Company, with effective date as of 31 December 2021. During 2021 Mr. Alon Haver
was also a Management Board member of the indirect major shareholder of the Company (A. Luzon Group) and
due to the above fact he was not receiving any remuneration from Ronson Development SE nor from any of the
Company’s subsidiaries. The Company was covering expenses related to his activity as a Company’s Management
Board member, such as travel and accommodation expenses.
Supervisory Board remuneration
As at 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Mr Ofer Kadouri (appointed 1 March 2017)
64
73
Mr Alon Kadouri (appointed 1 March 2017)
51
57
Mr Shmuel Rofe (appointed 20 November 2017)
64
73
Mr Piotr Palenik (appointed 30 June 2017)
51
57
Mr Przemyslaw Kowalczyk (re-appointed 24 June 2015)
64
73
Total
294
333
The supervisory directors are entitled to an annual fee of EUR 8,900 plus an amount of EUR 1,500 per board
meeting (EUR 750 if attendance is by telephone). The total amount due in respect of Supervisory Board fees
during 2021 and 2020 amounted to PLN 294 thousand (EUR 64.7 thousand) and PLN 333 thousand (EUR 75
thousand), respectively. In addition, the Company paid social security contributions at the amount of PLN 40
thousand in the year ended 31 December 2021.
Mr Amos Luzon did not receive any direct remuneration from the Company nor from any of the Company’s
subsidiaries.
7. Net finance income and expense
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Interests and fees on granted loans to subsidiaries
6,430
6,298
Interest income on bank deposits
-
7
Other
-
289
Finance income
6,430
6,594
Interest expense on bonds measured at amortized cost
(10,775)
(8,428)
Interests and fees on received loans from subsidiaries
(206)
(405)
Bank charges
(104)
(129)
Provisions and charges on bonds measured at amor-
tized cost
(1,577)
(783)
Other
(84)
(8)
Finance expenses
(12,746)
(9,753)
Net finance income
(6,316)
(3,159)
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
16
Notes to the Company Financial Statements
8. Income tax
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Current tax expense/(benefit)
Current period
-
-
Reversal of withholding tax in the Netherlands
391
-
Total current tax expense
391
-
Deferred tax expense/(benefit)
Origination and reversal of temporary differences
636
1,391
Expense/(benefit) of tax losses recognized
(374)
(315)
Total deferred tax expense/(benefit)
262
1,076
Total income tax expense/(benefit)
653
1,076
9. Investment in subsidiaries
The subsidiaries of the Company are valued with equity pick-up method.
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Balance at beginning of the period
435,874
419,835
Investments in subsidiaries
55
1,000
Sale of shares
(48)
-
Net result subsidiaries during the period
46,588
40,775
Change of presentation
-
9,000
Dividend from subsidiary
(24,020)
(34,736)
Balance at end of the period
458,449
435,874
In the year 2021 the Company acquired 11 new entities through creation new Companies and registering it in
KRS. The total amount spent on investments in 2021 amounted PLN 55k. On 11 October 2021 the Company
disposed 100% shares in a subsidiary AGRT Sp. z o.o. for the total amount PLN 50k (carrying amount of the
shares amounted PLN 50k).
In the year 2021 the Company received the dividends and advance towards the expected dividends from the
following subsidiaries:
- Ronson Development Construction Sp. z o.o. in the total amount of PLN 20.8 million;
- Ronson Development South Sp. z o.o. in the total amount of PLN 3.2 million.
The Company holds and owns (directly and indirectly) 87 companies as at 31 December 2021. For information
about companies in the Group, controlled directly and indirectly, which financial data are included in the Note 1
of this Financial Statements. These companies are active in the development and sale of units, primarily
apartments, in multi-family residential real-estate projects to individual customers in Poland, as well as
development of so-called Private Rented Sector, which the Group decided to develop in the next years. The
projects managed by the companies are in various stages of development ranging from being in the process of
acquiring land for development to projects which are completed or near completion.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
17
Notes to the Company Financial Statements
10. Loan granted to subsidiaries
Movements in loans granted to subsidiaries
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Opening balance
160,347
113,829
Loans granted
110,000
79,354
Loans repayment during the year
(70,178)
(27,956)
Change of presentation
-
(9,000)
Amortization of charges and fees
-
88
Loans set off
(1,513)
-
Accrued interest
6,430
6,297
Repayment of interest
(5,257)
(2,265)
Total closing balance
199,828
160,347
Closing balance includes:
Current assets
2,910
307
Non-current assets
196,918
160,040
Total closing balance
199,828
160,347
Loans as at 31 December 2021:
In thousands of Polish Zlotys
(PLN)
Currency
Nominal interest
rate
Year of
maturity
Capital
Accrued
interest
Impair-
ment
Carrying
value
Ronson Development Sky-
line
PLN
6.00%
2022
4,350
4,911
(9,000)
261
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2022
151
2,498
-
2,649
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2023
893
1,800
-
2,693
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2023
11,916
1,264
-
13,180
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2024
5,000
584
-
5,584
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2024
29,000
2,239
-
31,239
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
13,899
29
-
13,928
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
5,000
10
-
5,010
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
6,000
12
-
6,012
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
10,455
21
-
10,476
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
7,000
14
-
7,014
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
47,874
98
-
47,973
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
43,700
92
-
43,792
Ronson Development
Finco
PLN
Wibor 6M + 3.2%
2025
10,000
17
-
10,017
Total loans granted to
Subsidiaries
195,239
13,590
(9,000)
199,828
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
18
Notes to the Company Financial Statements
10. Loan granted to subsidiaries
Loans as at 31 December 2020:
In thousands of Polish Zlotys (PLN)
Currency
Nominal interest
rate
Year of
maturity
Capital
Accrued
interest
Impair-
ment
Carrying
value
Ronson Development Finco
PLN
6.00%
2021
10
297
-
307
Ronson Development Skyline
PLN
6.00%
2022
4,350
4,650
(9,000)
-
Ronson Development Finco
PLN
Wibor 6M + 4.0%
2023
87
2
-
89
Nova Królikarnia B.V. (currently:
Tras 2016 Sp. z o.o.)
PLN
Wibor 6M + 4.0%
2022
49,212
4,187
-
53,399
Nova Królikarnia B.V. (currently:
Tras 2016 Sp. z o.o.)
PLN
Wibor 6M + 4.0%
2024
5,000
373
-
5,373
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2023
22,000
997
-
22,997
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2024
29,000
1,012
-
30,012
Tras 2016 Sp. z o.o.
PLN
Wibor 6M + 4.0%
2023
11,916
760
-
12,676
Ronson Development Finco
PLN
Wibor 6M + 3.2%
2025
13,899
91
-
13,990
Ronson Development Finco
PLN
Wibor 6M + 3.2%
2025
5,000
18
-
5,018
Ronson Development Finco
PLN
Wibor 6M + 3.2%
2025
6,000
17
-
6,017
Ronson Development Finco
PLN
Wibor 6M + 3.2%
2025
10,455
13
-
10,468
Total loans granted to Subsidiaries
156,929
12,417
(9,000)
160,347
The loans are not secured as at 31 December 2021 and 31 December 2020.
11. Shareholders’ equity
Share capital
The authorized share capital of the Company consists of 800,000,000 shares of EUR 0.02 par value each. The
number of issued and outstanding ordinary shares as at 31 December 2021 and as at 31 December 2020 amounted
to 164,010,813. The number of outstanding shares equals the number of votes, as there are no privileged shares
issued by the Company. As at 31 December 2021, the Company held 1,567,954 own shares (0.96%) in treasury
(see below) and, in accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting
rights from own shares.
Distribution of the net profit for year 2020
Ordinary General Meeting of the Company held on 30 June 2021 decided to divide the net profit of the Company
for the year 2020 in the amount of PLN 40,143 thousand in such a way that the entire profit is allocated to the
supplementary capital (presented in the retained earnings). The decision to allocate the net profit to supplementary
capital was due to the uncertain economic situation resulting from the still unknown economic effects of the
COVID-19 pandemic and increasing prices of plots as well as the intention of the Management Board to continue
the development of the Company.
Proposed profit appropriation
The Management Board, in line with the prevailing dividend policy, will evaluate the possibility to recommend
to the Ordinary General Meeting of the Company to be held in 2022 to distribute the dividend for year 2021, after
the examination of the current and expected balance sheet of the Company, expected operating, financial and cash-
flow position of the Company and taking into consideration: (i) the close observance of all balance-sheet linked
debt covenants, (ii) ability of future repayment of debts, (iii) financial needs of the Company aiming to be ranked
amongst leading residential developers and (iv) changing market environment.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
19
Notes to the Company Financial Statements
11. Shareholders’ equity
Treasury shares
During the Extraordinary General Meeting of Shareholders held on 24 January 2019, the shareholders of the Com-
pany resolved to approve a share buyback program and the establishment of a capital reserve for the purpose of
such program, whereby the Management Board of the Company is authorized to purchase ordinary bearer shares
in the Company. In order to fund the purchase of own shares under the buyback program a capital reserve (within
retained earnings) is established for an amount of PLN 2.0 million. The capital reserve is subsequently reduced by
the amount of the consideration paid for the shares bought back.
The table below presents the Treasury shares owned by the Company as at 31 December 2021 and
31 December 2020:
As at
31 December
31 December
2021
2020
Number of shares
164,010,813
164,010,813
Share Capital
12,503,000
12,503,000
Treasury shares
1,567,954
1,489,235.00
Value of treasury shares
(1,731,716)
(1,613,110)
% of total shares
0.96%
0.91%
Until the publication date there were no changes in the value of Treasury shares owned by the Company.
12. Borrowings
Bonds loans
For the year ended 31 December
2021
2020
In thousands of Polish Zloty (PLN)
Opening balance
230,072
187,969
Repayment of bond loans
(77,929)
(55,000)
Redemption of bonds (non-cash)
(2,247)
(2,141)
Proceeds from bond loans (nominal value)
100,000
100,000
Issue cost
(2,648)
(1,636)
Issue cost amortization
1,576
783
Accrued interest
10,775
8,429
Interest repayment
(10,362)
(8,331)
Total closing balance
249,238
230,072
Closing balance includes:
Current liabilities
52,247
54,690
Non-current liabilities
196,991
175,382
Total Closing balance
249,238
230,072
On 1 February 2021, the Company repaid 15% of outstanding series U bonds with value of PLN 4,848 thousand.
After this repayment, the nominal value was set as PLN 850 per bond and the total amount of outstanding
series U bonds amounted to PLN 27,469 thousand.
On 15 April 2021 the Company issued 100,000 series W non-secured bonds with a nominal value and issue price
of PLN 1.0 thousand per bond and an aggregate nominal value and issue price of PLN 100.0 million. The bonds
shall be redeemed through the payment in two installments: at the end of the 7th interest period, on 15 October
2024 (redeeming 40% of the nominal value) and the second on 15 April 2025 by redeeming the remaining part of
the nominal value.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
20
Notes to the Company Financial Statements
12. Borrowings
Bonds loans
Together with issuance of series W bonds the Company:
• purchased for redemption series R bonds with a nominal value of PLN 10,000,000 from the bondholders
who purchased the bonds for at least the same amount. In addition the Company paid interest accrued on
those bonds until the date of the transaction,
• purchased for redemption series U bonds with a nominal value of PLN 2,247,400 from the bondholders
who purchased the bonds for at least the same amount. These transactions were settled without cash
(by set-off), except for accrued interest on those bonds until the date of the transaction, which were paid
by the Company.
On 24 May 2021, the Company repaid all outstanding 37,859 series R bonds with total nominal value of
PLN 37,859 thousand. After this repayment, the total number of outstanding bonds series R amounted to nil.
On 31 July 2021 the Company performed the early redemption of series U bonds through the payment of the
redemption amount equal to the nominal value of the Bonds plus accrued interest and an additional cash benefit
in the form of a premium. The early redemption refers to all series U bonds with total value of PLN 25.2 million.
The early redemption was carried out in connection with the Company's plans to carry out real estate development
projects on certain plots, the mortgage of which secures the Bonds. After this repayment, the total number of
outstanding bonds series U amounted to nil.
More details on bonds are presented in the Consolidated Financial Statements in the Note 23.
Loans from subsidiaries
As at 31 December 2021 the Company repaid all its loans towards subsidiaries.
The table below presents the movements on the loans during the year ended 31 December 2021 and
31 December 2020:
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Opening balance
15,579
3,309
Loans received
-
24,600
Loans repayment during the year
(10,665)
(12,735)
Loans set off
(1,513)
-
Accrued interest
196
405
Paid interests
(3,597)
-
Total closing balance
-
15,579
Closing balance includes:
Current liabilities
-
3,309
Non-current liabilities
-
12,269
Total closing balance
-
15,579
13. Trade and other payables and accrued expenses
As at 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Trade payables and accrued expenses
1,450
1,670
Total trade and other payables and accrued expenses
1,450
1,670
The balance consists mostly of the bonuses for the members of the Management Board.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
21
Notes to the Company Financial Statements
14. Commitments and contingencies
Guarantees provided by the Company
The table below present sureties that were provided by the Company as at 31 December 2021 to banks with respect
to the construction loan contacts signed by the Company’s subsidiaries:
Entity name
Sureties
Amount as at
In thousands of Polish Zlotys (PLN)
up to the amount of
31 December 2021
Powszechna Kasa Oszczędności Bank Polski S.A.
7,009
-
Total
7,009
-
As at 31 December 2020 there were no sureties with respect to the construction loans contracts granted by the
Company.
15. Related party transactions
During the financial years ended 31 December 2021 and 31 December 2020, respectively, there were no
transactions between the Company on the one hand, and its shareholders, their affiliates and other related parties
which would qualify as not being at arm’s length.
The Company’s related party transactions included primarily investment in subsidiaries, dividends received, loans
granted and received revenues from consulting services and remuneration of Management and Supervisory Board
Members. Details on the transactions are presented in these financial statements.
For further information on related party transactions reference is made to Note 30 of the Consolidated Financial
Statements.
16. Financial risk management, objectives and policies
The Company on standalone basis and as a parent to Ronson Group is exposed to a variety of financial risks:
market risk (including currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s
overall risk management program focuses on the unpredictability of financial markets and seeks to minimize
potential adverse effects on the Group’s financial performance. The Management Board reviews and agrees
policies for managing each of these risks on the consolidated level. For a description of the Group’s financial risk
management, objectives and policies reference is made to Note 31 of the Consolidated Financial Statements.
Details regarding the financial risk factors in relation to the Company are described below.
The Company’s principal financial instruments comprise cash balances, bond loans, loans granted, trade
receivables and trade payables. The main purpose of these financial instruments is to manage the Company’s
liquidity and to raise finance for the Company’s and Group’s operations. The Company and the Group does not
use derivative financial instruments to hedge currency or interest rate risks arising from the Company’s or Group’s
operations and its sources of finance. It is, and has been throughout the year ended 31 December 2021 and
31 December 2020, the Company’s and Group’s policy that no trading in (derivative) financial instruments shall
be undertaken.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails
to meet its contractual obligations. Financial instruments that potentially expose the Company to concentrations
of credit risk consist principally of cash and cash equivalents, receivables and loans granted to subsidiaries. The
carrying amounts of the financial assets represent the maximum credit risk exposure.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
22
Notes to the Company Financial Statements
16. Financial risk management, objectives and policies
Credit risk
The Company does not expect any counter parties to fail in meeting their obligations. In particular with respect to
the loans granted to subsidiaries, the Company as a parent, is able to monitor on ongoing basis the financial
standing of counter parties. All loans granted were determined as low credit risk instruments at initial recognition
and with respect to none loan the credit risk has increased. The Company places its cash and cash equivalents in
financial institutions with high credit ratings. Management does not expect any counterparty to fail to meet its
obligations. Concentrations of credit risk with respect to trade receivables are limited due to the large number of
customers comprising the Group’s customer base, primarily related parties and past history confirm recoverability
of amounts due. Given such characteristics of the financial instruments the Management estimates that credit risk
loss allowance with respect to all financial instruments, including primarily loans granted, is immaterial.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income or
the value of its holdings of financial instruments, such as bond loans, bank loans, cash and cash equivalents. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimizing return.
(i) Foreign currency risk
The Company is exposed to foreign currency risk on receivables and payables denominated in a currency other
than PLN to a limited extent only. As at 31 December 2021 and 2020, trade receivables and payables denominated
in foreign currencies were insignificant.
(ii) Price risk
The Company’s exposure to marketable and non-marketable securities price risk does not exists because the
Company has not invested in securities as at 31 December 2021 and 2020.
(iii) Interest rate risk
The Company did not enter into any fixed-rate borrowings transaction in the year ended 31 December 2021. The
Group’s variable-rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates.
The Company’s risk is offset by loans granted, which terms and conditions reflects terms and conditions of bond
loans received. Due to IBOR reform the Company and the Group is exposed to changes in the variable interest
rates method of calculation (WIBOR) and therefore exposed to the risk of change in the future cash flow from
bank loans and bond loans. Also due to the significant increase in interest rates may have a negative impact on the
Company operations, financial condition and it’s results as well a negative impact on the Company development
prospects.
Short-term receivables and payables are not exposed to interest rate risk.
COVID-19
Following the second year of the COVID-19 pandemic, the Company witnessed the effect of the pandemic on the
Polish market and believe that will continue effecting it probably for quite some time. During the reporting period
the Company had experienced in some of its projects, delays related to administrative proceedings with obtaining
permits which translated to delay in starting of projects, as direct result of COVID-19 restrictions, as well as in
some cases delays by clients with obtaining Credit loans for purchasing of apartments.
The management Board will continue monitoring the situation on on-going basis, and adopt further actions, if
necessary, in order to reduce as much as it possible the effect of the pandemic on the Company’s operations and
strategy.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
23
Notes to the Company Financial Statements
16. Financial risk management, objectives and policies
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unaccepta-
ble losses or risking damage to the Company’s or Group’s reputation.
The Company’s liquidity risk is managed with respect to the Group’s risk using a recurring liquidity planning
tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receiva-
ble, other financial assets) and projected cash flows from operations. The Group's objective is to maintain a bal-
ance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and bond loans.
Effective interest rates and liquidity risk analysis
As at 31 December 2021
In thousands of Polish Zlotys
(PLN)
Average effective inte-
rest rate
Total
6 months or
less
6-12
months
1-2 years
2-5 years
More than
5 years
Note
Fixed rate instruments
Cash and cash equivalents
0.00%
12,556
12,556
-
-
-
-
Loans granted to subsidiaries
10
6.00%
261
-
261
-
-
-
Variable rate instruments
Floating rate bonds
12
Wibor 6M + 3.50%-
4.30%
(249,238)
(52,247)
-
(140,000)
(56,991)
-
Loans granted to subsidiaries
10
Wibor 6M + 3.20%-
4.00%
199,567
-
2,648
52,696
144,122
-
As at 31 December 2020
In thousands of Polish Zlotys
(PLN)
Average effective inte-
rest rate
Total
6 months or
less
6-12
months
1-2 years
2-5 years
More than
5 years
Note
Fixed rate instruments
Cash and cash equivalents
0.00%
27,152
27,152
-
-
-
-
Loans from subsidiaries
12
5.79-6.00%
(15,579)
(3,309)
-
-
(12,269)
-
Loans granted to subsidiaries
10
6.00%
307
-
-
307
-
-
Variable rate instruments
Floating rate bonds
12
Wibor 6M + 2.85%-
4.30%
(230,072)
(54,640)
-
(116,345)
(59,087)
-
Loans granted to subsidiaries
10
Wibor 6M + 4.00%
160,039
-
-
53,399
106,641
-
Sensitivity analysis on the interest rates change
31 December 2021
31 December 2020
thousands of Polish Zlotys (PLN)
Increase by 1%
decrease by 1%
Increase by 1%
decrease by 1%
Income statement
Variable interest rate assets
-
-
-
-
Variable interest rate liabilities
(831)
831
(767)
767
Total
(831)
831
(767)
767
Net assets
Variable interest rate assets
-
-
-
-
Variable interest rate liabilities
(831)
831
(767)
767
Total
(831)
831
(767)
767
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
24
Notes to the Company Financial Statements
17. Information about agreed-upon engagements of the Company’s auditor
Information about audit agreements and the values from those agreements is disclosed below:
For the year ended 31 December
2021
2020
In thousands of Polish Zlotys (PLN)
Audit and review remuneration
464
460
Other services
77
46
Audit remuneration for prior periods
-
-
Reimbursed audit review costs
(1)
(117)
(127)
Total remuneration for the expense of the Company
424
379
(1) Costs in respect of the audit review of the Company’s first and third quarter reports have been reimbursed in 50% to Main Company’s
shareholder. For an explanation reference is made to Note 30 to the Consolidated Financial Statements (under ‘Other’).
18. Other events during the financial year
Changes in the Management and Supervisory Board
On 27 May 2021 the Supervisory Board, acting pursuant to Article 8.1 of the articles of association of the
Company, appointed, effective as of 1 June 2021, Ms. Karolina Bronszewska to the position of Marketing and
Innovation Member of the Management Board of the Company for a five-year joint term of office of the
Management Board, which commenced on 1 April 2019.
At the same time, the Management Board informs that in connection with the appointment of Ms. Karolina
Bronszewska to the position of the Marketing and Innovation Management Board Member, the name of Mr.
Andrzej Gutowski's position has changed from "Sales and Marketing Vicepresident" to "Sales Vicepresident".
On 23 November 2021 Mr. Alon Haver submitted his resignation from the position of the Member of the
Management Board of the Company, with effective date as of 31 December 2021.
Other events
On 13 August 2021 the Company was notified by its indirect majority shareholder, Amos Luzon Development
and Energy Group Ltd., with its registered office in Ra’anana, Israel (the “Majority Shareholder”), that
the Majority Shareholder acquired as part of the block trades conducted on the regulated market maintained by
the Warsaw Stock Exchange a total of 41,505,074 shares in the share capital of the Company. After this transaction
A. Luzon Group owned directly and indirectly (via ITR Dori BV and via the Company who is holding own shares)
92.32% of the share capital of the Company (151,422,215 shares in total). From 13 August to 31 December 2021
the Company was notified many times by the Majority Shareholder (also in connection with a fact that he is a
related party of Mr. A. Luzon – Chairmen of the Supervisory Board) about acquisition of additional 4,387,374
Company’s shares, corresponding to 2.68% in the share capital of the Company. According to those notifications,
as at 31 December 2021 the Majority Shareholder owned (directly and indirectly) 95% shares in the share capital
of the Company (including own shares held by the Company – it shall be noted that in accordance with art. 364 §
2 of the Code of Commercial Companies, the Company does not exercise voting rights from own shares).
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
25
Notes to the Company Financial Statements
19. Subsequent events
Purchase of shares by indirect majority shareholder
From 31 December 2021 to 15 March 2022 the Company was notified many times by the Majority Shareholder
about acquisition of additional 8,201,224 Company’s shares, corresponding to 5.00% in the share capital of the
Company, giving the Majority Shareholder 99.04% shares in the Company’s share capital as at 15 March 2022.
Conclusion of investment agreements
On 1 February 2022 the Company and Amos Luzon Development and Energy Group Ltd. (the Majority
Shareholder), concluded SAFE agreements with Sphera Master Fund L.P., More Provident Funds Ltd., Sphera
Small Cap Fund L.P. and EJS Galatee Holdings (the “Investors”) pursuant to which the Investors undertook,
subject to certain conditions, to invest in the Company the total amount of 45 million Israeli shekels (around 55
million Polish zloty). The above amount will be received by the Company following the satisfaction of certain
conditions precedent set out in the agreements, such conditions to be satisfied within thirty days from the
conclusion of the respective agreement (such term may be extended by each party by additional 30 days). The
above agreements grant the Investors certain rights applicable after the Company is delisted from the regulated
market of the Warsaw Stock Exchange, including the right to subscribe for instruments convertible into shares in
the Company’s share capital, as well as the right to convert their respective investments into shares in Amos Luzon
Development and Energy Group Ltd. The above agreements do not impose any restrictive covenants or onerous
undertakings on the part of the Issuer.
On 20 February 2022 Ronson Development SE (the “Issuer”) and Amos Luzon Development and Energy Group
Ltd., the Issuer’s controlling shareholder, concluded SAFE agreements with Klirmark Opportunity Fund III L.P.
(the “Investor”) pursuant to which the Investor undertook, subject to certain conditions, to invest in the Issuer the
total amount of ILS15 million (fifteen million Israeli shekels). The above amount will be received by the Issuer
following the satisfaction of certain conditions precedent set out in the agreements, such conditions to be satisfied
within thirty days from the conclusion of the respective agreement (such term may be extended by each party by
additional 30 days). The above agreements grant the Investors certain rights applicable after the Issuer is delisted
from the regulated market of the Warsaw Stock Exchange, including the right to subscribe for instruments
convertible into shares in the Issuer, as well as the right to convert their respective investments into shares in Amos
Luzon Development and Energy Group Ltd.
Purchase of shares by the majority shareholder
After the 31 December 2021, the Company was informed several times by the majority shareholder about the
acquisition of additional shares of the Company. As a result of these transactions, on 17 January 2022, the Majority
Shareholder informed the Company about exceeding (together with its subsidiaries) 95% in the share capital of
the Company.
Due to the exceeding of the threshold referred to above, on 14 February 2022, the Company's shareholder, Amos
Luzon Development and Energy Group Ltd., announced a request for a compulsory buyout of the Company's
shares belonging to all its other shareholders. After the compulsory buyout (settlement was made on 17 February
2022), Luzon Group now holds, directly and indirectly, 100% of the share capital of the Company.
Withdrawal of the Company's shares from trading on the regulated market
On 8 March 2022, the General Meeting of the Company was held, at which the shareholders adopted a resolution
on withdrawing the Company's shares from trading on the regulated market. In connection with the adoption of
the above resolution, on 9 March 2022, the Company submitted an application to the Polish Financial Supervision
Authority for authorization to withdraw the Company's shares from trading on the regulated market.
Ronson Development SE
Company Financial Statements for the year ended 31 December 2021
26
The Management Board
____________________ ____________________
Boaz Haim Yaron Shama
President of the Management Board Vicepresident of the Management Board, CFO
____________________ ____________________
Andrzej Gutowski Karolina Bronszewska
Vicepresident of the Management Board, Member of the Management Board
Sales Director Marketing and Innovation Director
____________________
Anna Rzeczkowska
Person responsible for
preparation of financial statements
Warsaw, 16 March 2022