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74JJ Petrol 4.24%

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Petrol AD 1st Quarter Results (1452D)

05/10/2018 11:16am

UK Regulatory


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TIDM74JJ

RNS Number : 1452D

Petrol AD

05 October 2018

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

OF PETROL GROUP

AND CONDENSED EXPLANATORY NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODED MARCH 31, 2018

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

For the period ended March 31

 
                                               2018      2017 
                                            BGN'000   BGN'000 
 
Revenue                                     107,621   103,231 
Other income                                  3,944       185 
 
Cost of goods sold                         (95,939)  (93,071) 
Materials and consumables                     (920)     (958) 
Hired services                              (8,190)   (8,893) 
Employee benefits                           (4,389)   (4,436) 
Depreciation and amortisation                 (239)     (407) 
Impairment losses                                 4         - 
Other expenses                                (209)     (498) 
 
Finance income                               55,000        90 
Finance costs                                 (833)     (768) 
 
Profit (loss) before tax                     55,850   (5,525) 
                                           --------  -------- 
 
Tax income (expense)                             49      (66) 
                                           --------  -------- 
 
Profit (loss) for the period                 55,899   (5,591) 
                                           --------  -------- 
 
Total comprehensive income for the 
 period                                      55,899   (5,591) 
 
Profit (loss) attributable to: 
 
     Owners of the Parent company            55,899   (5,591) 
     Non-controlling interest                     -         - 
 
Profit (loss) for the period                 55,899   (5,591) 
                                           ========  ======== 
 
Total comprehensive income attributable 
 to: 
 
     Owners of the Parent company            55,899   (5,591) 
     Non-controlling interest                     -         - 
                                           --------  -------- 
 
Total comprehensive income for the 
 period                                      55,899   (5,591) 
                                           ========  ======== 
 
Profit (loss) per share (BGN)                  0.51    (0.05) 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                           March 31              Dec. 31 
                                                               2018                 2017 
                                                            BGN'000              BGN'000 
 
Non-current assets 
 
    Property, plant and equipment and 
     intangible assets                                       14,485               14,398 
    Investment properties                                     1,817                1,812 
    Goodwill                                                 19,827                   40 
    Deferred tax assets                                       3,741                3,692 
    Trade and other receivables                                  95                   95 
 
Total non-current assets                                     39,965               20,037 
                                                           --------             -------- 
 
Current assets 
 
    Trade and other receivables                              41,379               32,733 
    Inventories                                              17,721               20,990 
    Loans granted                                            23,620               18,894 
    Non-current assets held-for-sale                             42                   42 
    Cash and cash equivalents                                 4,205                7,271 
 
Total current assets                                         86,967               79,930 
                                                           --------             -------- 
 
Total assets                                                126,932               99,967 
                                                           ========             ======== 
 
Equity 
 
    Registered capital                            109,250              109,250 
    General reserves                               18,864               18,864 
    Accumulated loss                            (106,387)            (162,286) 
                                                ---------            --------- 
 
Total equity attributable to the 
 owners of the Parent company                      21,727             (34,172) 
                                                ---------            --------- 
 
Non-controlling interests                              10                   10 
                                                ---------            --------- 
 
Total equity                                       21,737             (34,162) 
                                                --------- 
 
Non-current liabilities 
 
    Loans and borrowings                           38,109               38,144 
    Employee defined benefit obligations              441                  441 
 
Total non-current liabilities                      38,550               38,585 
                                                ---------            --------- 
 
Current liabilities 
 
    Trade and other payables                       65,169                         92,010 
    Loans and borrowings                            1,435                          3,478 
    Current income tax liabilities                     41                             56 
 
Total current liabilities                          66,645                         95,544 
                                                ---------            ------------------- 
 
Total liabilities                                 105,195                        134,129 
                                                =========            =================== 
 
Total equity and liabilities                      126,932                         99,967 
                                                =========            =================== 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                 Equity attributable to the                   Non-controlling          Total 
                                owners of the Parent company                        interests         equity 
                            Registered     General   Accumulated      Total 
                               capital    reserves        profit 
                                                          (loss) 
                               BGN'000     BGN'000       BGN'000    BGN'000           BGN'000        BGN'000 
 
 Balance at January 
  1, 2017                      106,482      18,864     (161,702)   (36,356)                10       (36,346) 
 Comprehensive income 
  for the period 
 Loss for the period                 -           -       (5,591)    (5,591)                 -        (5,591) 
                           -----------  ----------  ------------  ---------  ----------------      --------- 
 Total comprehensive 
  income                             -           -       (5,591)    (5,591)                 -        (5,591) 
                           -----------  ----------  ------------  ---------  ----------------      --------- 
 
 Balance at March 31, 
  2017                         106,482      18,864     (167,293)   (41,947)                10       (41,937) 
                           ===========  ==========  ============  =========  ================      ========= 
 
 Comprehensive income 
  for the period 
 Profit for the period               -           -         6,968      6,968                 -          6,968 
 Other comprehensive 
  income                             -           -          (22)       (22)                 -           (22) 
 
 Total comprehensive 
  income                             -           -         6,946      6,946                 -          6,946 
                           -----------  ----------  ------------  ---------  ----------------      --------- 
 
 Transactions with 
 shareholders, 
 recognized directly 
 in equity 
 Sale of ordinary shares         2,768           -       (1,939)        829                 -            829 
 
 Total transactions 
  with shareholders              2,768           -       (1,939)        829                 -            829 
                           -----------  ----------  ------------  ---------  ----------------      --------- 
 
 Balance at December 
  31, 2017                     109,250      18,864     (162,286)   (34,172)                10       (34,162) 
                           ===========  ==========  ============  =========  ================      ========= 
 Comprehensive income 
  for the period 
 Profit for the period               -           -        55,899     55,899                 -         55,899 
                           -----------  ----------  ------------  ---------  ----------------      --------- 
 Total comprehensive 
  income                             -           -        55,899     55,899                 -         55,899 
                           -----------  ----------  ------------  ---------  ----------------      --------- 
 
 Balance at March 31, 
  2018                         109,250      18,864     (106,387)     21,727                10         21,737 
                           ===========  ==========  ============  =========  ================      ========= 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended March 31

 
                                                           2017        2016 
                                                        BGN'000     BGN'000 
 
 Cash flows from operating activities 
 
      Receipts from customers                           166,605     163,242 
      Payments to suppliers                           (150,093)   (140,940) 
      VAT and excise paid to the budget, net           (11,467)    (15,265) 
      Payments related to personnel                     (4,511)     (4,138) 
      Income tax paid                                      (15)        (12) 
      Other cash flows from operating activities, 
       net                                                (660)       (291) 
                                                     ----------  ---------- 
 Net cash flows from operating activities                 (141)       2,596 
 
 Cash flows from investing activities 
 
      Payments for purchase of property, plant and 
       equipment                                          (908)       (113) 
      Proceeds from sale of property, plant and 
       equipment                                          3,522           - 
     Payments for loans granted, net                    (4,017)           - 
     Interest received on loans and deposits                  -          22 
     Payments for acquisition of subsidiary and 
      other investments, net of cash acquired                16       (349) 
     Disposal and loss of control of subsidiary, 
      net of cash disposed of                              (71)           - 
     Proceeds from other investments                        530          35 
 
 Net cash flows used in investing activities              (928)       (405) 
 
 Cash flows from financing activities 
 
     Proceeds from loans and borrowings                     100           - 
     Repayment of loans and borrowings                    (131)       (131) 
     Interest paid under loans                          (2,040)     (3,132) 
      Payments under cession and other agreements         (115)       (140) 
 
 Net cash flows from financing activities               (2,186)     (3,403) 
 
 Net increase (decrease) in cash flows during 
  the period                                            (3,255)     (1,212) 
 
 Cash at the beginning of the period                      7,271       5,334 
 
      Effect of movements in exchange rates                   3           2 
                                                     ----------  ---------- 
 
 Cash as per cash flow statement at the end 
  of the period                                           4,019       4,124 
                                                     ----------  ---------- 
 
     Restricted cash                                        186           - 
                                                     ----------  ---------- 
 
 Cash as per statement of financial position              4,205       4,124 
                                                     ==========  ========== 
 
   I.         General Information 

Petrol AD (the Parent company) was registered in Bulgaria in 1990 and entered in the Commercial Register to the Registry Agency with UIC 831496285. The headquarter address of the Parent company is 12 Tyrgovska Str., Hotel Lovetch in Lovetch city. As at the end of the reporting period shareholders are legal entities, the country - through the Ministry of Energy and individuals.

The main activity of Petrol AD and its subsidiaries (the Group) is related with trading of petrol products and non-petrol goods and services.

These explanatory notes are prepared according to the requirements of Art. 100o1, par.5 of the Public Offering of Securities Act (POSA) in relation to Art. 33, par.1, item.2 of the Ordinance No 2 of September 17, 2003 on the prospectuses in public offering and admission of securities for trading on a regulated market and for disclosure of information by the public companies and other issuers of securities, and represent information about important events occurred during the first quarter of 2018. The explanatory notes reflect their influence on the results in the statements for the first quarter of 2018 and describe of the main risks and uncertainties, which stay ahead of the Petrol Group in the rest of the financial year and comprise information for transactions with related parties and/or interested parties, as well as information for emerging significant receivables and/or payables during the same period.

   II.        Information on important events, occurred in the first quarter of 2018 

Property, plant, equipment and intangible assets

As at March 31, 2018 the Group has property, plant, equipment and intangible assets with total carrying amount of BGN 14,485 thousand.

As at March 31, 2018 property, plant and equipment with carrying amount of BGN 8,241 thousand are mortgaged or pledged as collaterals under bank loans, granted to the Group and other companies.

Investment property

The investment properties of the Group, consisted of a land and building, are part of aggregated assets for BGN 1,500 thousand, which serve as a collateral for the increase of the credit limit under contract for revolving credit line signed in 2016 from BGN 8,500 thousand to BGN 9,500 thousand.

Loans Granted

In February 2018 the Group granted a short-term cash loan to the unrelated party for BGN 1,500 thousand at an annual interest rate of 6.7%. The loan is due on December 31, 2018. As at March 31, 2018 the receivables under this loan are BGN 1,500 thousand principal and BGN 8 thousand interest.

In March 2018 the Group signed a contract for granting short-term loan with an unrelated party for BGN 1,961 thousand at an annual interest rate of 5.5%. The loan is due on December 31, 2018. As at March 31, 2018 the Group has receivables for BGN 1,961 thousand principal and BGN 1 thousand interest.

In March 2018 the Group signed a contract for granting a short-term cash loan with an unrelated party for BGN 48 thousand at annual interest rate of 6.7%. The loan is due on December 31, 2018. As at March 31, 2018 the granted funds under this loan amounted to BGN 25 thousand principal.

Cash and cash equivalents

As at March 31, 2018 the Group reported cash amounted to BGN 4,205 thousand, including blocked cash of BGN 186 thousand for issuance of bank guarantee covering the Groups liabilities under agreement related to the Public Procurement Act.

In the notes under Art. 33a2 of Ordinance 2 from the Public Offering of Securities Act (POSA), as cash equivalents of BGN 3,255 thousand, is presented the cash collected from the trade sites as at the end of the reporting period and actually registered in the Group's bank accounts at the beginning of the next reporting period.

Registered capital

The Group's registered capital is presented at its nominal value. The registered capital of the Group represents the registered capital of the Parent company Petrol AD.

As at the end of the reporting period shareholders in the Parent company are as follows:

 
 Shareholder                                March 31, 
                                                 2018 
 
 Alfa Capital AD                               28.85% 
 Yulinor EOOD                                  23.11% 
 Perfeto consulting EOOD                       16.43% 
 Correct Pharm EOOD                            10.98% 
 Trans Express Oil EOOD                         9.86% 
 Corporate Commercial Bank AD                   5.51% 
 VIP Properties EOOD                            2.26% 
 The Ministry of Economy of the Republic 
  of Bulgaria                                   0.65% 
 Other minority shareholders                    2.35% 
                                           ---------- 
 
                                              100.00% 
                                           ========== 
 

The Management of the Parent company has undertaken series of measures related to optimization of its capital adequacy. At the several General Meetings of Shareholders hold in the period of 2016 - 2017 a decision for reverse-split procedure for merging 4 old shares with nominal value of BGN 1 to 1 share with a nominal value of BGN 4 and consequent decrease of the capital of the Parent company in order to cover losses by decreasing the nominal value of the shares from BGN 4 to BGN 1 was voted. In March 2018, following a decision of the Lovech Regional Court, which repealed the refusal of the Commercial Register to register the decision voted on EGMS for merging 4 old shares with nominal of BGN 1 into 1 new share with nominal of BGN 4, the applied change was registered in CR resulting in registered capital of the Parent company of BGN 109 249 612, distributed in 27 312 403 shares with nominal of BGN 4 each. The change in the capital structure of the Parent company was registered also in Central Depositary AD. The application for registration of the voted on EGMS decision for the second stage of the procedure of the Parent company's capital to be decreased by decreasing the nominal value of the shares from BGN 4 to BGN 1 in order to cover losses was refused by CR. The refusal was appealed by the Parent company.

Current income tax liabilities and tax audits

The corporate taxes payable for current and previous periods, which are not paid as at March 31, 2018 are at the amount of BGN 41 thousand and are disclosed in the statement of financial position as income tax liabilities.

In January 2017, the Parent company received a tax audit act on corporate tax revision for 2013 and VAT until October 2014 amounting to BGN 222 thousand principal and BGN 68 thousand interest. A bank guarantee of BGN 350 thousand was issued in order to cease the execution of the appealed audit act in January 2017. In March 2017 the foreclosed properties, with carrying amount of BGN 578 thousand, which guaranteed the execution of the finalized audit proceedings, were released by the National Revenue Agency.

In March 2017, the Parent company received a tax audit act due to the audit of corporate income tax for 2014 and VAT until June 2015 for BGN 663 thousand principal and BGN 138 thousand interest. The Parent company appealed the act. In order to suspend the enforcement of the appealed audit act, a bank guarantee in favor of National Revenue Agency for BGN 940 thousand, ordered by the Parent company, was issued. The bank guarantee is partly covered by BGN 300 thousand cash. In August 2017 the Director of "Appealing and tax-security practice" department issued a decision which change the appealed revision act of the Parent company on corporate income tax for 2014 and VAT until June 2015 and reduce the additional tax liabilities from BGN 663 thousand to BGN 65 thousand principal and from BGN 138 thousand to BGN 15 thousand interest. The rest of the additionally determined tax liabilities in the revision act are in process of legal appealing. The issued bank guarantee to suspend the enforcement of the appealed audit act in favor of the National Revenue Agency of BGN 940 thousand, partly covered by BGN 300 thousand blocked cash, was replaced with new bank guarantee of BGN 94 thousand and blocked cash was released.

In November 2017 the issued in March 2016 tax revision act for BGN 543 principal and BGN 248 interest of the security payments revision, appealed by the Parent company as unfounded and covered by bank guarantee of BGN 800 thousand was entirely repealed with a decision of Administration court - Sofia city. The tax administration appealed against the decision and the dispute is pending in Supreme Administrative Court.

Loans and borrowings

As at March 2018 the Group has total liabilities under received bank, debenture and trade loans of BGN 39,544 thousand, including BGN 1,435 thousand current liabilities.

Bank loans

In July 2016, the Group entered into an investment loan agreement, prepaying the liabilities on finance lease contract from November 2015. Collateral of the loan is mortgage of property, acquired through finance lease and pledge of receivables. The term of the contract is May 2022 and the contracted interest rate is 3mEuribor+5.25%.

Debenture loans

In October 2006, the Parent company issued 2,000 registered transferable bonds with fixed annual interest rate of 8.375% and emission value of 99.507% of the nominal, which is determined at EUR 50,000 per bond. The principal is due in one payment at the maturity date. The bond term is 5 years and the maturity date is in October 2011. At the general meetings of the bondholders conducted in October and December 2011, it was decided to extend the term of the issue until January 26, 2017. On 23 December 2016, a procedure for extension of the bond issue to 2022 and reduction of the interest rate in the range from 5.5% to 8% was successfully completed.

After the prolongation of the debenture loan, the annual effective interest rate is 6.78%. The purpose of the bond issue is to provide funds for working capital, financing of investment projects and restructuring of the previous debt of the Group.

The debenture loan liabilities are presented in the statement of financial position at amortized cost. As at March 31, 2018 the nominal value of the debenture loan is EUR 18,659 thousand.

Trade loans from unrelated parties

In March 2018, the Group received a short-term cash loan from related party with contracted repayment period until December 31, 2018 at an annual interest rate of 6.7%. As at March 31, 2018 the Group does not have any unpaid liabilities under this loan.

Operating lease agreements

The Group is lessee under operating lease agreements. The recognised expenses for rent of fuel stations, hired under operating lease for the period ended March 31, 2018 are at the amount of BGN 2,819 thousand. The rent prices for hiring the trade sites from the two parties - main lessors were renegotiated in 2018, resulting in average decrease of 28% in the current rent prices for 2018.

Subsidiaries

The Parent company (the Controlling company) is Petrol AD. The subsidiaries included in the consolidation, over which the Group has control as at March 31, 2018 are as follows:

 
 Subsidiary              Main activity                            Share (%) 
                                                               of the Group 
 
 Petrol Properties       Trading with movable assets 
  EOOD                    and real estates                             100% 
 Varna Storage EOOD      Trade with oil and oil products               100% 
 Petrol Finance EOOD     Financial and accounting services             100% 
 Elit Petrol - Lovech 
  AD                     Trade with oil and oil products               100% 
                         Acquisition, management and 
 Lozen Asset AD           exploitation of property                     100% 
                         Production and trading with 
                          goods and services, investments 
 Storage Invest EOOD      and intermediary activities                  100% 
                         Processing and trading with 
 Storage Oil EAD          oil and oil products                         100% 
 Petrol Finances OOD     Financial and accounting services              99% 
 Petrol Technologies 
  OOD                    IT services and consultancy                 98,80% 
 
 

In March 2018 the Group sold 100% of the capital of Elit Petrol AD for BGN 25 thousand. As at the transaction date Elit Petrol AD is sole owner of the capital of Varna Storage EOOD. The consolidated net assets of the two companies are negative amounting to BGN 54,596 thousand. The result of the sale is a profit of BGN 54,621 thousand.

In March 2018 the Group signed a contract for purchasing of 1,873,700 shares, representing 100% of the capital of Varna Storage EOOD. The price of BGN 6,500 thousand was determined by a market valuation, accepted by both parties and was offset with the opposite receivables of the Group from the seller. The goodwill recognised arising from the acquisition amounted to BGN 19,787 thousand.

Contingent liabilities, including information for new arising significant liabilities for the reporting period

As at March 31, 2018 the Group has contingent liabilities, including issued mortgages and pledges of property, plant and equipment, which serve as a collateral for the bank loans granted to the Group and unrelated parties and credit limits for issuance of bank guarantees with total carrying amount of BGN 8,241 thousand. The Group is a joint co-debtor under a loan agreement for BGN 35,000 thousand and stand-by credit for issuance of bank guarantees amounted to BGN 10,000 thousand in favor of unrelated supplier. The total amount of the utilized funds and issued valid bank guarantees of all borrower's exposures to the Bank shall not exceed BGN 45,000 thousand.

The Group has contingent liability, which secured the execution of the contract for storage of third-party fuels amounted to BGN 30,000 thousand.

The Group has co-debtor liability of BGN 2,346 thousand, pursuant to entering-into-debt agreement from January 2017 under liability of subsidiary till February 2018.

Under a bank agreement for revolving credit line concluded in 2016, bank guarantees were issued for a total amount as at March 31, 2018 of BGN 9,182 thousand, including BGN 5,750 thousand in favor of third parties - Group's suppliers, BGN 1,244 thousand in favor of National Revenue Agency, for issuance of appealed by the Parent company revision acts and BGN 2,188 thousand to secure own liabilities related to contracts under the Public Procurement Act. The bank agreement is secured by mortgage and pledge of property, pledge of all receivables on bank accounts of the Parent company and a subsidiary, and blocked cash of BGN 186 thousand. In July 2017 the credit limit under the revolving credit line was increased from BGN 8,500 thousand to BGN 9,500 thousand. Assets amounted to BGN 1,500 thousand, owned by a subsidiary, additionally secured the credit limit.

As a collateral of an investment loan signed in July 2016, a mortgage of property, acquired through the investment loan and a pledge of receivables, arising from opened bank accounts of the Parent company to the amount of the outstanding balance of the loan, which as at the March 31, 2018 amounting to BGN 2,228 thousand.

There is a pending court dispute in relation to a singed in 2015 written guarantee of liabilities of a subsidiary until February 2018, arising from a cession agreement with an exposure of BGN 245 thousand as at March 31, 2018. The blocked cash of BGN 245 thousand, which served as a collateral pursuant to Art.180 and Art. 181 of the Obligations and Contracts Act (OCA), is reported as other receivables on guarantees. A claim to release the cash was deposited, but the court has dismissed it.

In the previous reporting periods companies from the Group have entered into the debt under two loan agreements of a subsidiary (until December 2015) for USD 15,000 thousand and USD 20,000 thousand, respectively. In 2015 the bank -creditor acquired court orders for immediate execution and receiving orders against the subsidiaries - joint debtors. In relation to the complaints filed by the subsidiaries, the competent court has revoked the immediate enforcement orders and has invalidated the receiving orders. In October and December 2015 the creditor has filed claims under Art. 422 of Civil Procedure Code (CPC) against the subsidiaries for the existence of the receivables under each loan agreement. The court proceedings of the creditor are still pending.

In December 2016 the first instance court decreed a decision (the Decision) which admit for established that the bank has a receivable amounted to USD 15,527 thousand from the subsidiaries - joint debtors, arising from a signed loan agreement for USD 15,000 thousand. With the same decision the court has ordered the subsidiaries jointly to pay BGN 411 thousand to the bank - creditor for legal fees and expenses and BGN 538 thousand state fee in favor of the judiciary state for the ordered proceedings and BGN 538 thousand state fee for claim proceedings. In January 2017 the subsidiaries have filed in time appeals against the court decision, because of that the decision did not come into force. As at the date of preparation of these consolidated financial statements the dispute is pending before the court of appeal and the Group's Management considers that there are reasonable grounds the decision to be fully canceled.

As at the date of the preparation of these consolidated financial statements, the filed proceedings against the subsidiaries - joint debtors for estimation of the bank receivables due to the loan agreement for USD 20,000 thousand is pending before the first-instance court. The Management expects favorable decision by the competent court. As at the date of the preparation of this financial report the Parent company sold its interest in one of co-debtor subsidiaries and the potential risk for the Group is reduced to the court proceedings against the second subsidiary.

A creditor of a subsidiary (until December 2015) unreasonably claimed in court the responsibility of the Parent company under a contract of guarantee for liabilities arising from a contract for a framework credit limit as a result of that the bank accounts of the Parent company amounting to USD 29,983 thousand were garnished. This claim was disputed in court by Petrol AD because the liability as guarantor has not occurred and / or extinguished pursuant to Art. 147, paragraph 2 of the Obligations and Contracts Act (OCA). At the time of conclusion of the guarantee deadline of the arrangements between the lender and subsidiary contractual framework for credit limit was July 1, 2014. The term of the framework credit limit was extended without the consent of the customer, therefore the responsibility of the latter has fallen by six months after initially agreed period, during which the creditor has brought an action against the principal debtor. The term of Art. 147, paragraph 1 of the Obligations and Contracts Act (OCA) is final and upon its expiration the company's guarantee has been terminated, so the objection of the Parent company was granted by the court and imposed liens on bank accounts lifted.

After the writ of execution, pursuant to order proceedings, was canceled on which were imposed liens on bank accounts of the Parent company, the creditor has initiated legal claim proceedings under Art. 422 of the Civil Procedure Code (CPC) to establish the same claims against the subsidiary (until December 2015) and the guarantor Petrol AD. In these proceedings the objections are repeated, that liability as guarantor has not occurred and / or extinguished pursuant to Art. 147, par. 2 of the OCA, and therefore the Management expects that the claim of the creditor against the Parent company will be dismissed permanently by a court decision on those cases. At present, the claim proceedings are pending.

Other significant events occurred during the reporting quarter

As it is disclosed above, the Group's Management has taken a series of measures to optimize the capital adequacy of the Parent company. As a result of several general meetings of shareholders hold in 2016 and 2017, a decision for reverse split procedure was voted for merging 4 old shares with nominal of BGN 1 to 1 new share with nominal of BGN 4 and subsequent decrease of the Parent company's capital to cover losses by decreasing the nominal value of the shares from BGN 4 to BGN 1. In March 2018, following a decision of the Lovech Regional Court, which repealed the refusal of the Commercial Register to register the decision voted on EGMS for merging 4 old shares with nominal of BGN 1 into 1 new share with nominal of BGN 4. The applied change was registered in Commercial Register (CR) resulting in registered capital of the Parent company of BGN 109 249 612, distributed in 27 312 403 shares with nominal of BGN 4 each.

The change in the capital structure of the Parent company was registered also in Central Depositary AD. In the beginning of April 2018 the application was submitted for registration of the voted on EGMS decision for the second stage of the procedure for decreasing the Parent company's capital by decreasing the nominal value of the shares from BGN 4 to BGN 1 in order to cover losses. As at the date of preparation of the actual explanatory notes, the applications is rejected by the CR, which is appealed by the Parent company.

   III.      Disclosure of transactions with related parties 

The total amount of the accrued remunerations of the members of Management and Supervisory Board of the Parent company, included in the personnel expenses, amounted to BGN 333 thousand, and the unsettled liabilities as at March 31, 2018 are at the amount of BGN 96 thousand.

In the first quarter of 2018 transactions with related parties have been not carried out.

IV. Risks and uncertainties ahead of the Group for the rest of the financial year

Macroeconomic environment

The Petrol Group's activity is influenced by the general economic condition of the country and in particular the degree of the successful adoption of the market-oriented economic reforms by the government, changes in the gross domestic product (GDP) and the purchasing power of the Bulgarian customers. In the long term the change in the fuels consumption in the country is commensurate with the GDP.

As a result of the global financial and economic crisis, the Bulgarian economy has been experiencing a continuing decline in its development which affects a wide range of industries. This leads to a noticeable deterioration in cash flows and reduction in income and eventually - to a significant deterioration of the economic environment in which the Group operates. In addition, there is a significant increase in price risk, market risk, credit risk, liquidity risk, interest rate risk, operating risk and other types of financial risks, which the Group is exposed to.

As a result, there has been an increase in uncertainty about the customers' ability to repay their obligations in accordance with the agreed terms. Therefore, the amount of impairment losses on loans granted, sales receivables and on the values of other accounting estimates, might differ substantially in future reporting periods from the reported ones in these consolidated financial statements. The Management of the Group applies the necessary procedures to manage these risks.

Legislature

The parent company is supervised by a number of regulatory bodies in the country and a potential change in the regulatory framework, regulating the Parent-company's activity may have a negative impact on the Group's financial results.

Suppliers

Due to the specific of the primary business of Petrol Group, namely retail and wholesale trading with fuels, the Group's fuels supplies are provided by a small number of suppliers, as a result of which the Group is at risk of discontinuation of relationships with key suppliers, which may lead to a short-term depletion of inventories and trading activity difficulties;

Competition

Retail trading with petroleum products is carried out in highly competitive market as the products offered in the sector are homogenous and entire substitutes of the offered products by other companies in the sector. In addition, the regulatory framework stipulates an exact specification of the minimum requirements of the fuels offered at the trade stations and all market participants should comply with the imposed legal requirements;

Price risk

The Group is at risk of frequent and sharp changes in prices of fuels and non-petroleum goods. Because of that, the future financial results may diverge significantly from the expectations of the Group's Management. Any future sharp fluctuations in the price of fuels and non-petroleum goods may lead to a deterioration of the financial position of the Group;

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Because of the nature of its activity, the Group is exposed to price and currency risk.

The Group is exposed to the risk of change in currency rate, movement in the interest rates and the prices of the capital instruments, which may impact the Group's financial instruments or the value of its investments.

Interest rate risk

Risks arising from the increase in the price of the Group's financing;

Credit risk

The risk of inability of the Group's trade partners to fulfill their contract obligations, which may lead to losses for the Group;

Exceptional costs

There is a risk of incurring unforeseeable costs, which to affect negatively the financial position of the Group;

Political risk

Risks to the Group arising from global and regional political and economic crises;

Liquidity risk

Liquidity risk is the risk that the Group may not be able to meet its financial obligations when they fall due. The policy is aimed at ensuring sufficient liquidity with which to serve liabilities when they fall due, including abnormal and emergency situations.

 
 Georgi Tatarski       Milko Dimitrov        Prepared by Elena Pavlova - Teofanova 
  Executive Director    Executive Director 
 

May 30, 2018

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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