Interim Financial Report 2022 - 1

RNS Number : 7196X

Bank of Cyprus Holdings PLC

31 August 2022

 

Ιnterim Financial Report 2022

Contents	Page
Board of Directors and Executives	1
Forward Looking Statements and Notes	2
Interim Management Report	5
Consolidated Condensed Interim Financial statements
Interim Consolidated Income Statement	37
Interim Consolidated Statement of Comprehensive Income	38
Interim Consolidated Balance Sheet	39
Interim Consolidated Statement of Changes in Equity	40
Interim Consolidated Statement of Cash Flows	42
Notes to the Consolidated Condensed Interim Financial Statements
1.  Corporate information	44
2.  Unaudited financial statements	44
3.  Summary of significant accounting policies	44
4.  Going concern	48
5.  Economic and geopolitical environment	49
6.  Significant and other judgements, estimates and assumptions	50
7.  Segmental analysis	57
8.  Net losses on financial instruments	63
9.  Staff costs and other operating expenses	64
10. Credit losses on financial instruments and impairment net of reversals of non‑financial assets	65
11. Income tax	66
12. Earnings per share	67
13. Investments	68
14. Derivative financial instruments	69
15. Fair value measurement	71
16. Loans and advances to customers	76
17. Stock of property	76
18. Prepayments, accrued income and other assets	77
19. Non‑current assets and disposal groups held for sale	78
20. Funding from central banks	79
21. Customer deposits	80
22. Debt securities in issue and Subordinated liabilities	81
23. Accruals, deferred income, other liabilities and other provisions	82
24. Share capital	82
25. Pending litigation, claims, regulatory and other matters	84
26. Contingent liabilities and commitments	91
27. Cash and cash equivalents	91
28. Analysis of assets and liabilities by expected maturity	92
29. Risk management ‑ Credit risk	93
30. Risk management ‑ Market risk	116
31. Risk management ‑ Liquidity and funding risk	121
32. Capital management	125
33. Related party transactions	126
34. Group companies	129
35. Investments in associates and joint venture	131
36. Events after the reporting period	131
Independent Review Report to the Bank of Cyprus Holdings Public Limited Company	132
Additional Risk and Capital Management Disclosures	134
Definitions and explanations of Alternative Performance Measures Disclosures	155

Board of Directors and Executives as at 30 August 2022

Board of Directors of Bank of Cyprus Holdings Public Limited Company	Efstratios‑Georgios Arapoglou CHAIRMAN Lyn Grobler VICE‑CHAIRPERSON Arne Berggren Panicos Nicolaou Ioannis Zographakis Maria Philippou Nicos Sofianos Paula Hadjisotiriou Constantine Iordanou Eliza Livadiotou
Executive Committee	Panicos Nicolaou CHIEF EXECUTIVE OFFICER Dr. Charis Pouangare DEPUTY CHIEF EXECUTIVE OFFICER & CHIEF OF BUSINESS Eliza Livadiotou EXECUTIVE DIRECTOR FINANCE & LEGACY Demetris Th. Demetriou CHIEF RISK OFFICER Irene Gregoriou EXECUTIVE DIRECTOR PEOPLE & CHANGE George Kousis ACTING EXECUTIVE DIRECTOR TECHNOLOGY & OPERATIONS
Company Secretary	Katia Santis
Legal Advisers as to matters of Irish Law	Arthur Cox
Legal Advisers as to matters of English and US Law	Sidley Austin LLP
Legal Advisers as to matters of Cypriot Law	Chryssafinis & Polyviou LLC
Statutory Auditors	PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 D01 X9R7 Ireland
Registered Office	10 Earlsfort Terrace Dublin 2 D02 T380 Ireland

BANK OF CYPRUS HOLDINGS GROUP	Interim Financial Report 2022
Forward Looking Statements and Notes
Forward Looking Statement and Notes This document contains certain forward looking statements which can usually be identified by terms used such as 'expect', 'should be', 'will be' and similar expressions or variations thereof or their negative variations, but their absence does not mean that a statement is not forward looking. Examples of forward‑looking statements include, but are not limited to, statements relating to the Bank of Cyprus Holdings Group's (the Group) near term and longer term future capital requirements and ratios, intentions, beliefs or current expectations and projections about the Group's future results of operations, financial condition, expected impairment charges, the level of the Group's assets, liquidity, performance, prospects, anticipated growth, provisions, impairments, business strategies and opportunities. By their nature, forward‑looking statements involve risk and uncertainty because they relate to events, and depend upon circumstances, that will or may occur in the future. Factors that could cause actual business, strategy and/or results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward‑looking statements made by the Group include, but are not limited to: general economic and political conditions in Cyprus and other European Union (EU) Member States, interest rate and foreign exchange fluctuations, legislative, fiscal and regulatory developments and information technology, litigation and other operational risks, adverse market conditions, the impact of outbreaks, epidemics or pandemics, such as the COVID‑19 pandemic and ongoing challenges and uncertainties posed by the COVID‑19 pandemic for businesses and governments around the world. Russian invasion of Ukraine has led to heightened volatility across global markets and to the coordinated implementation of sanctions on Russia, Russian entities and nationals. The Russian invasion of Ukraine has already caused significant population displacement, and if the conflict continues, the disruption will likely increase. The scale of the conflict and the speed and extent of sanctions, as well as the uncertainty as to how the situation will develop, may have significant adverse effects on the market and macroeconomic conditions, including in ways that cannot be anticipated. This creates significantly greater uncertainty about forward‑looking statements. Should any one or more of these or other factors materialise, or should any underlying assumptions prove to be incorrect, the actual results or events could differ materially from those currently being anticipated as reflected in such forward looking statements. The forward‑looking statements made in this document are only applicable as at the date of publication of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statement contained in this document to reflect any change in the Group's expectations or any change in events, conditions or circumstances on which any statement is based.
Further Information
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this document will be available on the Company's website at https://www.bankofcyprus.com/en‑gb/group/investor‑relations/possible‑offer/ by no later than 12.00 (noon) (Irish/UK time) on the business day following publication of this document. The content of the website referred to in this document is not incorporated into, and does not form part of, this document. This document is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this document or otherwise. Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
This document has been prepared in accordance with and in compliance with the applicable laws of Ireland, Cyprus and England and information disclosed may not be the same as that which would have been prepared in accordance with the laws of other jurisdictions.
The distribution of this document in jurisdictions other than Ireland, Cyprus and the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in Ireland, Cyprus or the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than Ireland, Cyprus or the United Kingdom or shareholders of the Company who are not resident in Ireland, Cyprus or the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Jurisdiction

The Company is a public limited company incorporated in Ireland with relevant securities listed and admitted to trading on the Main Market of the London Stock Exchange and on the Cyprus Stock Exchange. As a result, any transaction to acquire the Company which constitutes a "takeover bid" (as defined in Directive 2004/25/EC (the "Takeover Bids Directive")) will be subject to the shared jurisdiction of the Irish Takeover Panel and the Cyprus Securities Exchange Commission in line with the procedures set out in Article 4 of the Takeover Bids Directive, as implemented in Ireland and Cyprus. Any transaction to acquire control of the Company which proceeds otherwise than by way of takeover bid will be subject to the jurisdiction of the Irish Takeover Panel under the Irish Takeover Rules. Prior to a determination being made as to the manner in which any transaction to acquire the Company would be implemented, the possible offer is subject to the jurisdiction of both the Irish Takeover Panel and the Cyprus Securities Exchange Commission. There is no certainty that any formal offer to acquire the Company will be made nor as to the terms on which any offer might be made.

Responsibility Statement

The Directors of the Company accept responsibility for the information contained in this document. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company must make an 'opening position disclosure' by no later than 3.30pm (Irish/UK time) on 2 September 2022. An 'opening position disclosure' must contain the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person's interests and short positions in any 'relevant securities' of the Company. Relevant persons who deal in any 'relevant securities' of the Company prior to the deadline for making an 'opening position disclosure' must instead make a dealing disclosure as described below.

Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company must disclose all 'dealings' in such 'relevant securities' during the 'offer period'. The disclosure of a 'dealing' in 'relevant securities' by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (Irish/UK time) on the business day following the date of the transaction. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned and of the person's interests and short positions in any 'relevant securities' of the Company.

In addition, Lone Star must make an 'opening position disclosure' by no later than 12.00 (noon) (Irish/UK time) on 2 September 2022 and disclose details of any 'dealings' by it or any person 'acting in concert' with it in 'relevant securities' of the Company by no later than 12.00 (noon) (Irish/UK time) on the business day following the date of the transaction.

All 'dealings' in 'relevant securities' of the Company by Lone Star, or by any party acting in concert with Lone Star, must also be disclosed by no later than 12 noon (Irish/UK time) on the 'business' day following the date of the relevant transaction. If two or more persons co‑operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.

Disclosure tables, giving details of the companies in whose 'relevant securities' 'opening positions' and 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests' in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing or an opening position under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number [phone].

Disclosure requirements of the Cypriot Takeover Bids Law

In addition to the requirements under Rule 8 of the Irish Takeover Rules as outlined above, under section 26 of the Cypriot Takeover Bids Law, during the 'period of the takeover bid':

a)  Lone Star and every person holding a percentage of five per cent (5%) or more of the voting rights of the Company or Lone Star, must announce immediately, in accordance with the provisions of the Cypriot Takeovers Bids Law, every acquisition of securities in the Company or Lone Star made by themselves or by persons acting in their own name but on their behalf or in concert with them or by undertakings controlled by them, as well as the acquisition price and any voting rights already held in that company; and

b)  every person acquiring a percentage equal to half per cent (0.5%) or greater of the voting rights of the Company or Lone Star, must make an announcement for this acquisition in accordance with the provisions of the Cypriot Takeovers Bids Law, as well as every subsequent acquisition of securities of these companies by themselves or by persons acting in their own name but on their behalf or in concert with them or by undertakings controlled by them, as well as the acquisition price and any voting rights already held in that company.

Terms in quotation marks in this section are defined in the Cypriot Takeover Bids Law, which can also be found on the website of the Securities and Exchange Commission of Cyprus at www.cysec.gov.cy.

Profit Forecast / Asset Valuations / Quantified Financial Benefit Statement

The financial results for the period ended 30 June 2022 provided in this document constitute a profit estimate for the purposes of the Irish Takeover Rules and are subject to Rule 28.5. Other than the foregoing, no statement in this document is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company. No statement in this document constitutes an asset valuation or quantified financial benefit statement.

Non‑IFRS performance measures

Bank of Cyprus Holdings Public Limited Company's (the Company) management believes that the non‑IFRS performance measures included in this document provide valuable information to the readers of the Interim Financial Report as they enable the readers to identify a more consistent basis for comparing the Group's performance between financial periods and provide more detail concerning the elements of performance which management are directly able to influence or are relevant for an assessment of the Group. They also reflect an important aspect of the way in which the operating targets are defined and performance is monitored by the Group's management. However, any non‑IFRS performance measures in this document are not a substitute for IFRS measures and readers should consider the IFRS measures as the key measures of the 30 June position. Refer to 'Definitions and explanations on Alternative Performance Measures Disclosures' on pages 155 to 169 of the Interim Financial Report for the six months ended 30 June 2022 for further information, reconciliations with Consolidated Condensed Interim Financial Statements and calculations of non‑IFRS performance measures included throughout this document and the most directly comparable IFRS measures.

The Interim Financial Report for the six months ended 30 June 2022 is available on the Group's website www.bankofcyprus.com (Group/Investor Relations) (the Group's website).

The Interim Financial Report for the six months ended 30 June 2022 of the Group is originally issued in English. The Greek translation of the Interim Financial Report for the six months ended 30 June 2022 will be available on the Group's website from 31 August 2022. In case of a difference or inconsistency between the English document and the Greek document, the English document prevails.

 

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