MDGH 2021 HY Consolidated Financial Statements

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Mamoura Diversified Global Holding PJSC

UNAUDITED INTERIM CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2021

2
Mamoura Diversified Global Holding PJSC

Interim condensed consolidated financial statements

Contents Page

Independent Auditors’ Report on review of interim condensed consolidated financial statements 1-2

Interim consolidated statement of comprehensive income 3-4

Interim consolidated statement of financial position 5-6

Interim consolidated statement of changes in equity 7-8

Interim consolidated statement of cash flows 9 - 10

Notes to the interim condensed consolidated financial statements 11 - 37


KPMG Lower Gulf Limited
Level 19, Nation Tower 2
Corniche Road, P.O. Box 7613
Abu Dhabi, United Arab Emirates
Tel. +971 (2) 401 4800, www.kpmg.com/ae

Independent Auditors’ Report on Review of Interim Condensed Consolidated


Financial Statements

To the Shareholder of Mamoura Diversified Global Holding PJSC

Introduction

We have reviewed the accompanying 30 June 2021 interim condensed


consolidated financial statements of Mamoura Diversified Global Holding PJSC
(“MDGH” or “the Company”) and its subsidiaries (together referred to as “the
Group”), which comprises:

• the interim consolidated statement of comprehensive income for the six-


month period ended 30 June 2021;
• the interim consolidated statement of financial position as at
30 June 2021;
• the interim consolidated statement of changes in equity for the six-month
period ended 30 June 2021;
• the interim consolidated statement of cash flows for the six-month period
ended 30 June 2021; and
• notes to the interim condensed consolidated financial statements.

Management is responsible for the preparation and presentation of these interim


condensed consolidated financial statements in accordance with International
Accounting Standard 34, ‘Interim Financial Reporting’. Our responsibility is to
express a conclusion on these interim condensed consolidated financial
statements based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review


Engagements 2410, “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity”. A review of interim condensed consolidated
financial statements consists of making inquiries, primarily of persons responsible
for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing and consequently does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an
audit opinion.

1
KPMG Lower Gulf Limited, licensed in the United Arab Emirates, and a member firm of the KPMG global organization of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
KPMG Lower Gulf Limited is registered and licensed under the laws of the United Arab Emirates.
Mamoura Diversified Global Holding PJSC
Independent Auditors’ Report on Review of
Interim Condensed Consolidated Financial Statements
30 June 2021

Conclusion

Based on our review, nothing has come to our attention that causes us to believe
that the accompanying interim condensed consolidated financial statements as at
and for the six months ended 30 June 2021 are not prepared, in all material
respects, in accordance with IAS 34, ‘Interim Financial Reporting’.

Other Matter

The interim condensed consolidated financial statements of the Group for the six-
month period ended 30 June 2020 were reviewed by another auditor who
expressed an unmodified conclusion on those interim condensed consolidated
financial statements on 12 November 2020.

Furthermore, the consolidated financial statements of the Group as at and for the
year ended 31 December 2020 were also audited by another auditor who
expressed an unmodified opinion on those consolidated financial statements on 4
May 2021.

KPMG Lower Gulf Limited

Emilio Pera
Registration No.: 1146
Abu Dhabi, United Arab Emirates
Date: 11 Oct 2021

2
KPMG Lower Gulf Limited, licensed in the United Arab Emirates, and a member firm of the KPMG global organization of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
KPMG Lower Gulf Limited is registered and licensed under the laws of the United Arab Emirates.
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six-month period ended 30 June 2021 (Unaudited)

Six-month period ended


30 June
2021 2020
Notes AED AED
millions millions

CONTINUING OPERATIONS
Revenue 6 27,203 21,629
Cost of sales (19,650) (21,476)

Gross profit 7,553 153

Research, development and exploration expenses (990) (1,067)


General and administrative expenses (3,560) (3,358)
Investment income / (loss) (net) 7 14,868 (5,103)
Income / (loss) from equity accounted investees 11 5,720 (1,866)
Other income (net) 683 1,787
Impairment losses on financial assets at amortised cost (net) (135) (343)
Impairment of goodwill - (19)

Profit / (loss) before net finance expense and taxes 24,139 (9,816)
Finance income 740 994
Finance costs (2,015) (2,456)
Net foreign exchange loss (net) (107) (24)

Net finance expense (1,382) (1,486)

Profit / (loss) before income tax from continuing operations 22,757 (11,302)
Income tax expense (net) (1,037) (61)

Profit / (loss) for the period from continuing operations 21,720 (11,363)

DISCONTINUED OPERATIONS
Profit for the period from discontinued operations 4 - 3,649

Profit / (loss) for the period 21,720 (7,714)

Profit / (loss) for the period attributable to:


Owner of the Group 21,641 (7,970)
Non-controlling interests 79 256

21,720 (7,714)

3
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME continued
For the six-month period ended 30 June 2021 (Unaudited)

Six-month period ended


30 June
2021 2020
AED AED
millions millions

Other comprehensive income / (loss)

Items that are or may be reclassified to profit or loss in subsequent periods


Exchange difference on translation of foreign operations (1,075) (498)
Gain / (loss) on hedge of net investments in foreign operations (net) 874 (53)
Share of other comprehensive income / (loss) of equity
accounted investees 563 (589)
Effective portion of changes in fair value of
cash flow hedges and other reserves (244) (541)

118 (1,681)

Items that will not be reclassified to profit or loss in subsequent periods


Net movement in defined benefit plan and others 50 (44)

Other comprehensive income / (loss) for


the period, net of income tax 168 (1,725)

Total comprehensive income / (loss) for the period 21,888 (9,439)


Total comprehensive income / (loss) for the period attributable to:
Owner of the Group 21,797 (9,523)
Non-controlling interests 91 84

21,888 (9,439)

The attached notes 1 to 23 form an integral part of these interim condensed consolidated financial statements.

4
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021 (Unaudited)

30 June 31 December
2021 2020
AED AED
Notes millions millions
(unaudited) (audited)

ASSETS
Non-current assets
Property, plant and equipment 8 79,613 79,288
Intangible assets 9 8,927 9,379
Investment properties 10 11,136 10,157
Investment in equity accounted investees 11 80,062 78,125
Other receivables and prepayments 12 18,193 16,334
Other financial assets 13 111,536 85,217
Derivative financial instruments 113 153
Defined benefit plan assets 581 517
Deferred tax assets 1,977 2,062

Total non-current assets 312,138 281,232

Current assets
Inventories 7,223 6,856
Trade receivables 7,440 6,417
Other receivables and prepayments 12 46,639 55,078
Other financial assets 13 1,106 1,180
Derivative financial instruments 365 281
Cash and cash equivalents 14 30,635 21,650

93,408 91,462
Assets classified as held for sale 7 961

Total current assets 93,415 92,423

TOTAL ASSETS 405,553 373,655

EQUITY AND LIABILITIES


Equity
Share capital 56,136 56,136
Additional shareholder contributions 119,290 119,290
Shareholder current account 12,213 11,248
Retained earnings 52,490 30,786
Other reserves 16 144 (12)
Government grants 367 367

Total equity attributable to the Owner of the Group 240,640 217,815

Non-controlling interests 2,384 1,811

Total equity 243,024 219,626

5
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION continued
As at 30 June 2021 (Unaudited)

30 June 31 December
2021 2020
AED AED
Notes millions millions
(unaudited) (audited)
Total liabilities
Non-current liabilities
Interest-bearing borrowings 15 110,825 104,921
Derivative financial instruments 1,716 2,398
Provisions 3,662 3,634
Employees’ benefit liabilities 835 820
Deferred tax liabilities 3,896 3,424
Other liabilities 5,513 4,114

Total non-current liabilities 126,447 119,311

Current liabilities
Interest-bearing borrowings 15 17,644 17,028
Trade payables 4,316 3,792
Income tax payable 428 143
Derivative financial instruments 550 82
Provisions 1,397 1,397
Other liabilities 11,747 12,276

Total current liabilities 36,082 34,718

Total liabilities 162,529 154,029

TOTAL EQUITY AND LIABILITIES 405,553 373,655

//Signed// //Signed//

Waleed Al Mokarrab Al Muhairi Carlos Obeid


Chairman Director

The attached notes 1 to 23 form an integral part of these interim condensed consolidated financial statements.

6
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period ended 30 June 2021 (Unaudited)

Total
Additional Shareholder attributable Non-
Share shareholder current Retained Other Government to the Owner controlling Total
Amounts in AED millions capital contributions account earnings reserves grants of the Group interests equity

At 1 January 2020 (audited) 56,136 123,155 6,918 19,807 1,219 367 207,602 11,064 218,666

(Loss) / profit for the period - - - (7,970) - - (7,970) 256 (7,714)

Other comprehensive loss - - - - (1,553) - (1,553) (172) (1,725)

Total comprehensive loss - - - (7,970) (1,553) - (9,523) 84 (9,439)

Dividends - - - - - - - (547) (547)

Acquisition of interests in subsidiaries - - - - - - - 234 234

Contribution by non-controlling interest - - - - - - - 398 398

Other movements - - - 30 14 - 44 - 44

At 30 June 2020 (unaudited) 56,136 123,155 6,918 11,867 (320) 367 198,123 11,233 209,356

7
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY continued
For the period ended 30 June 2021 (Unaudited)

Total
Additional Shareholder attributable Non-
Share shareholder current Retained Other Government to the Owner controlling Total
Amounts in AED millions capital contributions account earnings reserves grants of the Group interests equity

At 1 January 2021 (audited) 56,136 119,290 11,248 30,786 (12) 367 217,815 1,811 219,626

Profit for the period - - - 21,641 - - 21,641 79 21,720

Other comprehensive income - - - - 156 - 156 12 168

Total comprehensive income - - - 21,641 156 - 21,797 91 21,888

Transfer from an entity under common control (see note (i)) - - 965 - - - 965 - 965

Dividends - - - - - - - (100) (100)

Contribution by non-controlling interests - - - - - - - 20 20

Share-based payments of a subsidiary (see note (ii)) - - - - - - - 574 574

Other movements - - - 63 - - 63 (12) 51

At 30 June 2021 (unaudited) 56,136 119,290 12,213 52,490 144 367 240,640 2,384 243,024

(i) In 2021, the Shareholder of the Company instructed an entity under its common control to transfer certain investment properties with a fair value of AED 965 million (see note 10) to the Group.

The attached notes 1 to 23 form an integral part of these interim condensed consolidated financial statements.

8
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
For the period ended 30 June 2021 (Unaudited)

Six-month period ended


30 June
2021 2020
AED AED
Notes millions millions

Cash flows from operating activities


Profit / (loss) for the period 21,720 (7,714)

Adjustments for:
Depreciation, amortisation and net impairment of property,
plant and equipment, right of use and intangible assets 5,134 7,776
Investment (income) / loss (net) 7 (14,868) 5,103
Finance lease and other income (net) (136) (396)
Net impairment charges 135 343
(Income) / loss from equity accounted investees 11(b) (5,720) 1,866
Net finance expense 1,382 1,486
Income tax expense (net) 1,037 61
Net (reversal of) decommissioning and other provisions (329) 86
Share-based payments 574 -
Non-cash income and expense from discontinued operations - (2,620)

8,929 5,991

Change in inventories (50) 1,088


Change in trade and other receivables and prepayments (549) (750)
Change in trade payables and other liabilities 1,000 (2,540)
Income taxes refunded / (paid) 39 (59)

Net cash generated from operating activities 9,369 3,730

Cash flows from investing activities


Acquisition of financial investments (14,987) (8,094)
Proceeds from disposal, redemption of and distribution
from financial investments 4,448 3,004
Acquisition of investees (net of cash acquired) (see note (i)) (2,284) (432)
Proceeds from disposal of investees (net of cash disposed) (see note (i)) 3,782 2,076
Acquisition of non-current assets (see note (ii)) (5,381) (5,613)
Proceeds from disposal of non-current assets (see note (ii)) 62 909
Proceeds from settlement of loans 315 259
Loans disbursed (1,680) (1,624)
Change in long-term deposits 6,760 9,547
Dividend income received 2,441 2,554
Interest income received 583 1,004

Net cash (used in) / generated from investing activities (5,941) 3,590

9
Mamoura Diversified Global Holding PJSC
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS continued
For the period ended 30 June 2021 (Unaudited)

Six-month period ended


30 June
2021 2020
AED AED
Notes millions millions

Cash flows from financing activities


Proceeds from government grants 112 803
Proceeds from issuance of interest-bearing borrowings 15 23,787 32,068
Repayment of borrowings and lease liabilities (16,702) (11,938)
Interest paid (1,165) (2,702)
Dividends paid to non-controlling interests (100) (547)

Net cash generated from financing activities 5,932 17,684

Net increase in cash and cash equivalents 9,360 25,004


Cash and cash equivalents at 1 January 21,650 20,337
Net foreign exchange fluctuation (375) (164)

Cash and cash equivalents at 30 June (see note (iii)) 30,635 45,177

(i) Investees include subsidiaries, equity accounted investees, and net assets classified as held for sale.

(ii) Non-current assets comprise of property, plant and equipment, intangible assets and investment properties.

(iii) Cash and cash equivalents as at 30 June 2020 contains cash and cash equivalents from discontinued operations
amounting to AED 612 million.

The attached notes 1 to 23 form an integral part of these interim condensed consolidated financial statements.

10
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

1 LEGAL STATUS AND PRINCIPAL ACTIVITIES

Mamoura Diversified Global Holding PJSC (“MDGH” or “the Company”) is registered as a public joint stock
company in the Emirate of Abu Dhabi, United Arab Emirates (“UAE”). The Company was established by the Emiri
Decree No. 12, dated 6 October 2002 and was incorporated on 27 October 2002. The Company’s registered address
is PO Box 45005, Abu Dhabi, UAE.

The Company and its subsidiaries (together the “Group”) are engaged in investing and managing investments, in
sectors and entities that contribute to the Emirate of Abu Dhabi’s strategy to diversify its economy. Consequently, the
Group holds interests in a wide range of sectors and industries.

The Company is wholly owned by Mubadala Investment Company PJSC (the “Shareholder” or the “Parent”) and the
ultimate parent of the Company is the Government of the Emirate of Abu Dhabi (the “Ultimate Parent”).

These interim condensed consolidated financial statements were authorised for issue by the Board of Directors on
11 October 2021.

2 BASIS OF PREPARATION

(a) Statement of compliance

These interim condensed consolidated financial statements have been prepared in accordance with International
Accounting Standard 34, “Interim Financial Reporting” and the applicable requirements of the UAE Federal Law No.
2 of 2015 (as amended). It does not include all the information required for full annual consolidated financial
statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the
year ended 31 December 2020, prepared in accordance with International Financial Reporting Standards (“IFRS”).

(b) Basis of measurement

The interim condensed consolidated financial statements have been prepared on the historical cost basis, except for
the following:

 Certain financial assets and liabilities (including derivative instruments) and investment properties –
measured at fair value;
 Assets held for sale – measured at the lower of carrying amount and fair value less costs to sell;
 Defined benefit pension plans and plan assets measured at fair value; and
 Certain non-current assets received as government grants which are measured at nominal value.

(c) Functional and presentation currency

The interim condensed consolidated financial statements are presented in UAE Dirhams, (“AED”) which is the
Company’s functional and presentation currency. All financial information presented in AED has been rounded to the
nearest million, unless otherwise stated.

(d) Use of estimates and judgements

The preparation of the interim condensed consolidated financial statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.

11
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

2 BASIS OF PREPARATION continued

(d) Use of estimates and judgements continued

In preparing these interim condensed consolidated financial statements, the significant judgements made by
management in applying the Group’s accounting policies and the key sources of estimation uncertainty were similar
to those described in the Group’s consolidated financial statements for the year ended 31 December 2020, except as
specified below.

During six-month period ended 30 June 2021, GlobalFoundries Inc (“GlobalFoundries”), a subsidiary of the Group,
revised the estimated useful lives of certain production equipment from 5 and 8 years to 10 years, beginning the first
quarter of 2021 decreasing depreciation expense by AED 1,139 million for the six-month period ended 30 June 2021.
This resulted from GlobalFoundries’ assessment of the longer product life cycles, the versatility of the product
equipment to provide better flexibility to meet changes in customer demands and the ability to re-use production
equipment over several technology life cycles.

3 SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied by the Group in these interim condensed consolidated financial statements
are the same as those applied in the consolidated financial statements as at and for the year ended 31 December 2020,
except for the adoption of new standards effective as of 1 January 2021 as described below. During 2021, the Group
has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)

The amendments provide practical reliefs related to modifications of financial instruments and lease contracts or
hedging relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative
benchmark rate.

If the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortised
cost changes as a result of interest rate benchmark reform (‘IBOR reform’), then the Group updates the effective
interest rate of the financial asset or financial liability to reflect the change that is required by the IBOR reform. A
change in the basis for determining the contractual cash flows is required by IBOR reform if the following conditions
are met:

 the change is necessary as a direct consequence of the reform; and


 the new basis for determining the contractual cash flows is economically equivalent to the previous basis –
i.e. the basis immediately before the change.

If changes are made to a financial asset or financial liability in addition to changes to the basis for determining the
contractual cash flows required by IBOR reform, then the Group first updates the effective interest rate of the financial
asset or financial liability to reflect the change that is required by IBOR reform. Subsequently, the Group applies the
policies on accounting for modifications set out above to the additional changes.

The amendments also provide a practical expedient to use a revised discount rate that reflects the change in interest
rate when remeasuring a lease liability because of a lease modification that is required by interest rate benchmark
reform.

12
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

3 SIGNIFICANT ACCOUNTING POLICIES continued

Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
continued

Further, amendments provide a series of temporary exceptions from certain hedge accounting requirements when a
change required by interest rate benchmark reform occurs to a hedged item and/or hedging instrument that permit the
hedge relationship to be continued without interruption. The Group applies the following reliefs as and when
uncertainty arising from IBOR reform is no longer present with respect to the timing and the amount of the interest
rate benchmark-based cash flows of the hedged item or hedging instrument:

 the Group amends the designation of a hedging relationship to reflect changes that are required by the reform
without discontinuing the hedging relationship; and
 when a hedged item in a cash flow hedge is amended to reflect the changes that are required by the reform,
the amount accumulated in the cash flow hedge reserve is deemed to be based on the alternative benchmark
rate on which the hedged future cash flows are determined.

These amendments had no significant impact on the interim condensed consolidated financial statements of the
Group.

The Group intends to use the practical expedients in future periods if they become applicable.

4 DISCONTINUED OPERATIONS

Six-month period ended


30 June
2021 2020
AED AED
millions millions
(unaudited) (unaudited)

Profit for the period from discontinued operations


Borealis AG (“Borealis”) (see note (i)) - 2,375
MEDGAZ S.A. (“MEDGAZ”) (see note (ii)) - 1,244
Others - 30

Profit for the period from discontinued operations - 3,649

The comparative information in the interim consolidated statement of profit and loss has been re-presented for the
impact of discontinued operations.

(i) Borealis
On 29 January 2020, the Board of Directors of the Parent approved the partial disposal of the Company’s interest in
Borealis. On 12 March 2020, the Group signed an agreement with OMV AG (“OMV”) to sell 39% of its stake in
Borealis to OMV. On 20 October 2020, the Group received the last of the necessary approvals with respect to the
partial disposal of its stake in Borealis to OMV. Accordingly, the Group recognised the sale transaction effective 20
October 2020. Following the completion of this sale, OMV holds a 75% interest and the Group retains a 25% interest
in Borealis. Based on the shareholder agreement between the Group and OMV and other relevant factors, the Group
ceased to exercise control over Borealis after the completed sale of its 39% interest in Borealis. Henceforth, the
Group’s retained stake of 25% has been classified as an equity accounted associate.

13
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

4 DISCONTINUED OPERATIONS continued

(i) Borealis continued


The results of operations of Borealis are presented below:
Six-month
period ended
30 June
2020
AED millions
(unaudited)

Revenue 13,944
Cost of sales (10,867)

Gross profit 3,077

Net income and expenses (619)


Income taxes (83)

Profit from discontinued operations 2,375

Summarised cash flows of Borealis are presented below:


Net cash generated from operating activities 2,452
Net cash used in investing activities (2,774)
Net cash generated from financing activities 494

Net increase in cash and cash equivalents 172

(ii) MEDGAZ

In October 2019, CEPSA Holding LLC, a subsidiary of the Group, entered into an agreement with Naturgy Energy
Group, S.A. and Sonatrach S.p.A. for the sale of its full ownership in MEDGAZ in which the Group owned 42.09%
shares. On 30 April 2020, the Group completed the sale after obtaining the necessary approvals and satisfying the
conditions precedent, which resulted in a gain of AED 1,244 million.

5 OPERATING SEGMENTS

In November 2020, the Board of Directors of the Parent approved the reorganisation of the Group’s business platforms
effective January 2021. The Group is now organised into four new business platforms namely, UAE Investments,
Direct Investments, Disruptive Investments and Real Estate and Infrastructure Investments. The objective of the
reorganisation is to make the Group more streamlined, more effective and more focused, to capitalise the Group’s
strengths and prepare for its next phase of growth. The business platforms are responsible for the screening, due
diligence, development and implementation of all business ideas, investment opportunities, acquisitions and disposals.
The following summary describes the operations in each of the Group’s reportable segments:

UAE Investments
This platform aims to accelerate the transformation of the UAE’s economy by investing in national world class
champions, fostering vibrant industrial and commercial clusters and partnering with world-class global entities. The
aspiration is to grow these assets and incubate new initiatives aimed at attracting investment partners to cultivate these
sectors further and establish additional clusters in the UAE for profitable and sustainable growth.

14
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

5 OPERATING SEGMENTS continued

Direct Investments
This platform executes global direct investments and actively manages a portfolio targeting high-growth, highly-
profitable companies across a range of sectors with strong fundamentals including energy, chemicals, technology, life
sciences, consumer, industrials and financial services.

Disruptive Investments
This platform encompasses: (i) investments in next-generation companies that are pioneering breakthrough solutions
across a wide range of sectors and geographies; (ii) country-focused and commercially driven investment programmes
established with a local partner, including in Russia and CIS, China, United Kingdom and France; and (iii) credit
investments primarily in the form of direct lending in North America and Western Europe and across different asset
classes and industries.

Real Estate and Infrastructure Investments


This platform deploys capital into physical assets around the world that offer long-term stable returns across business
cycles. It includes properties and real estate investments, as well as international infrastructure, both physical and
digital.

Corporate
The segment is responsible for developing and driving the strategy of the Group as whole as well as focusing on the
economic development by establishing business in services-based sectors, such as insurance and financing.

Real Estate and


UAE Disruptive Direct Infrastructure
Investments Investments Investments Investments Corporate Total
AED AED AED AED AED AED
millions millions millions millions millions millions

For the period ended 30 June 2021(unaudited)


Revenues from contracts with customers 5,767 104 20,481 17 - 26,369

Other revenue 769 - 44 - 21 834

Total revenue 6,536 104 20,525 17 21 27,203

Profit / (loss) for the period attributable to the Owner


of the Group (continuing operations) 5,999 6,719 8,748 1,126 (951) 21,641

Total comprehensive income / (loss) for the period


attributable to the Owner of the Group 5,532 6,717 9,351 1,141 (944) 21,797

At 30 June 2021 (unaudited)


Total assets 117,707 56,479 158,238 21,910 51,219 405,553

Total liabilities 21,378 9,674 43,712 1,192 86,573 162,529

For the period ended 30 June 2020* (unaudited)


Revenues from contracts with customers 5,538 55 15,185 18 - 20,796

Other revenue 709 - 35 61 28 833

Total revenue 6,247 55 15,220 79 28 21,629

Loss for the period attributable to the Owner


of the Group (continuing operations) (1,341) (1,493) (6,848) (412) (1,212) (11,306)

Profit for the period attributable to the Owner


of the Group (discontinued operations) 44 - 3,292 - - 3,336

Total comprehensive loss for the period


attributable to the Owner of the Group (2,022) (1,507) (4,280) (502) (1,212) (9,523)

At 31 December 2020* (audited)


Total assets 114,223 42,406 144,321 18,766 53,939 373,655

Total liabilities 21,008 6,947 41,833 1,057 83,184 154,029


*Segment disclosures of comparative period has been adjusted in accordance with IFRS 8 to reflect the current organisational structure, effective January 2021.

15
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

6 REVENUE
Revenue from
contract with Other Total
customers revenue revenue
AED AED AED
millions millions millions
Six-month period ended 30 June 2021 (unaudited)
Revenue from semiconductor wafers 11,213 - 11,213
Revenue from petrochemicals 9,267 - 9,267
Revenue from exploration and production activities 2,862 - 2,862
Revenue from aircraft maintenance and repairs,
components leasing and sales 600 87 687
Revenue from medical services 1,289 - 1,289
Revenue from satellite capacity leasing 457 242 699
Others 681 505 1,186

26,369 834 27,203

Six-month period ended 30 June 2020 (unaudited)


Revenue from semiconductor wafers 9,858 - 9,858
Revenue from petrochemicals 5,325 - 5,325
Revenue from exploration and production activities 2,094 - 2,094
Revenue from aircraft maintenance and repairs,
components leasing and sales 1,339 98 1,437
Revenue from medical services 974 - 974
Revenue from satellite capacity leasing 482 245 727
Others 724 490 1,214

20,796 833 21,629

Six-month period ended


30 June
2021 2020
AED AED
millions millions
(unaudited) (unaudited)
Timing of revenue recognition (see note (i))
Over a period of time 2,145 12,149
At a single point in time 24,224 8,647

Revenue from contracts with customers 26,369 20,796

(i) In the fourth quarter of 2020, due to operational and commercial reasons, GlobalFoundries Inc
(“GlobalFoundries”), a subsidiary of the Group, modified the cancellation terms of its contracts with customers
that are applicable to wafer products. The change was effective to all wafer outstanding purchase orders as at the
date of contract modification and future purchase orders thereafter.

Prior to the contract modification, GlobalFoundries satisfied its performance obligations over time because of the
customer’s contractual obligation to pay for work completed to date with a reasonable profit. The change in
cancellation terms substantively modified the contracts with customers. As a result, GlobalFoundries no longer
meets the criteria to account for revenue recognition from contracts with customers over time on the outstanding
purchase orders at the contract modification date and future orders thereafter. Consequently, GlobalFoundries
recognises revenue on the impacted outstanding wafers orders and future orders at the point at which control of
the wafers is transferred to the customer, which is determined to be at the point of wafer shipment from its facilities
or delivery to the customer location, as determined by the agreed shipping terms.

16
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

7 INVESTMENT INCOME / (LOSS) (NET)

Six-month period ended


30 June
2021 2020
AED AED
millions millions
(unaudited) (unaudited)

Fair value gains / (losses) from non-derivative financial instruments (net) 13,840 (5,911)
Fair value gains from derivative financial instruments (net) 438 202
Dividend income from equity investments 625 658
Fair value losses from investment properties (net) (35) (52)

14,868 (5,103)

8 PROPERTY, PLANT AND EQUIPMENT

During the six-month period ended 30 June 2021, the Group acquired and / or constructed property, plant and
equipment with a cost of AED 4,788 million (six-month period ended 30 June 2020: AED 5,257 million).

During the six-month period ended 30 June 2021, impairment losses amounting to AED 63 million were reversed
(six-month period ended 30 June 2020: AED 625 million impairment loss).

9 INTANGIBLE ASSETS

During the six-month period ended 30 June 2021, the Group acquired intangible assets with a cost of
AED 115 million (six-month period ended 30 June 2020: AED 823 million).

10 INVESTMENT PROPERTIES

During the six-month period ended 30 June 2021, the Group acquired investment properties with a carrying amount
of AED 1,013 million (six-month period ended 30 June 2020: AED 20 million) of which AED 965 million (six-month
period ended 30 June 2020: nil) was transferred from an entity under common control.

11 INVESTMENTS IN EQUITY ACCOUNTED INVESTEES

(a) Investments in equity accounted investees

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)
Associates (see note (i)) 37,056 38,037
Joint ventures 43,006 40,088

80,062 78,125

17
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

11 INVESTMENTS IN EQUITY ACCOUNTED INVESTEES continued

(a) Investments in equity accounted investees continued

(i) Partial disposal of Aldar Properties PJSC (“Aldar”)

During the six-month period ended 30 June 2021, the Group disposed 12.21% of its interest in Aldar. The carrying
amount of disposed interest was AED 3,196 million and the sale resulted in a gain of AED 353 million.

After the transaction, the Group holds a 17.54% direct interest in Aldar. The Group continues to retain significant
influence over Aldar and accounts for the retained stake as an equity accounted associate. The carrying amount of the
retained stake in Aldar was AED 4,483 million as at 30 June 2021.

(b) Income / (loss) from equity accounted investees

Six-month period ended


30 June
2021 2020
AED AED
millions millions
(unaudited) (unaudited)

Share of results 5,367 (1,982)


Gain on divestment (see note 11(a)(i)) 353 116

5,720 (1,866)

12 OTHER RECEIVABLES AND PREPAYMENTS

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Amounts due from related parties (see notes (i) and 19(d)) 25,449 25,516
Restricted and long-term deposits (see note (ii)) 32,749 39,509
Finance lease receivables 1,923 1,884
Contract assets receivable 128 143
Other receivables and prepayments 5,029 4,854

65,278 71,906
Less: expected credit losses (446) (494)

64,832 71,412
Disclosed as:
Non-current 18,193 16,334
Current 46,639 55,078

64,832 71,412

18
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

12 OTHER RECEIVABLES AND PREPAYMENTS continued

(i) As at 30 June 2021, amounts due from related parties include service concession receivables amounting to
AED 4,265 million (31 December 2020: AED 4,522 million) (see note 19(d)), on account of services relating
to the construction of buildings for certain universities. Service concession receivables are expected to be
recovered over the respective concession periods of the universities which is expected to continue until the
years 2034 to 2036.
(ii) Restricted and long-term deposit includes long term deposits amounting to AED 31,643 million
(31 December 2020: AED 38,638 million) which represent deposits with an original maturity of more than
three months. Long term deposits include AED 13,624 million (31 December 2020: AED 18,298 million)
placed with entities under common control (see note 19(d)).

13 OTHER FINANCIAL ASSETS

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Loans receivable (see note 13(a)) 10,255 8,798


Investment in non-derivative financial instruments (see note 13(b)) 102,387 77,599

112,642 86,397

Disclosed as:
Non-current 111,536 85,217
Current 1,106 1,180

112,642 86,397

(a) Loans receivable

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Loans to joint ventures 2,467 1,778


Loans to entities under common control 122 122
Loans to associates 2 44

Loans to related parties 2,591 1,944


Less: expected credit losses (865) (840)

Loans to related parties (net) (see note 19(d)) 1,726 1,104

Loans to third parties (see note (i)) 9,447 8,554


Less: expected credit losses (918) (860)

Loans to third parties (net) 8,529 7,694

Total loans receivable at amortised cost 10,255 8,798

19
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

13 OTHER FINANCIAL ASSETS continued

(a) Loans receivable continued


30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Disclosed as:
Non-current 9,258 7,721
Current 997 1,077

10,255 8,798

(i) Out of the total loans given to third parties, loans amounting to AED 6,073 million (31 December 2020:
AED 5,520 million) is represented by senior secured loans provided to middle-market businesses across
multiple industries primarily located in the United States of America. These loans are secured, through share
pledges, by the enterprise value of the obligors. As of 30 June 2021 this collateral represents approximately
278% (31 December 2020: 235%) of the carrying value of the senior secured loan portfolio.

(b) Investment in non-derivative financial instruments

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)
i. Fair value through profit or loss (“FVTPL”) financial assets

Quoted investments
Equity securities (see note (i)) 29,841 23,991
Debt securities 2,519 2,238

Total quoted investments 32,360 26,229

Unquoted investments
Convertible bonds and preference shares 6,107 5,805
Equity securities 15,784 14,259
Funds (see note (ii)) 41,109 26,301
Loans receivable (see note (iii)) 6,856 4,810
Debt securities 93 -

Total unquoted investments 69,949 51,175

Total financial assets through profit or loss 102,309 77,404

ii. Fair value through other comprehensive income

Quoted debt securities 78 195

102,387 77,599

20
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

13 OTHER FINANCIAL ASSETS continued

(b) Investment in non-derivative financial instruments continued


30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Disclosed as:
Non-current 102,278 77,496
Current 109 103

102,387 77,599

(i) During the period, the Group invested AED 1,425 million in quoted equity securities, disposed of quoted
equity securities for AED 1,923 million and recognised gain of AED 6,422 million on these securities.

(ii) During the period, the Group invested AED 10,186 million in unquoted funds, redeemed / received
distribution of AED 1,920 million from these funds and recognised gain of AED 6,561 million on these
funds.

(iii) During the period, the Group disbursed loans in AED 2,004 million, recovered loans of AED 59 million and
recognised a fair value gain of AED 80 million on these.

14 CASH AND CASH EQUIVALENTS

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Bank balances:
- deposit accounts 13,861 6,684
- call and current accounts 16,772 14,964
Cash in hand 2 2

Cash and cash equivalents 30,635 21,650

Bank balances are placed with commercial banks and are short-term in nature (less than 3 months maturity). Deposit
and call accounts earn interest at prevailing market rates. Bank balances include AED 11,447 million
(31 December 2020: AED 7,347 million) placed with entities under common control (see note 19(d)) on an arm’s
length basis.

21
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

15 INTEREST-BEARING BORROWINGS

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Borrowings 124,411 117,845


Lease liabilities 4,058 4,104

128,469 121,949

Disclosed as:
Non-current 110,825 104,921
Current 17,644 17,028

128,469 121,949
Borrowings

Unsecured corporate bonds 80,817 76,848


Unsecured bank borrowings 18,322 16,954
Secured bank borrowings 25,234 24,006
Secured bonds 38 37

124,411 117,845

Disclosed as:
Non-current 107,510 101,675
Current 16,901 16,170

124,411 117,845

Included in unsecured corporate bonds and unsecured bank borrowings at 30 June 2021 were borrowings of AED
20,551 million (31 December 2020: AED 21,949 million) which have been designated as a hedge of the net investments
in certain foreign subsidiaries. Further, secured bank borrowings of AED 3,065 million (31 December 2020:
AED 2,502 million) are carried at fair value and are consolidated through controlled funds of the Group.

Total undrawn borrowing facilities, as at the reporting date, amounted to AED 19,934 million (31 December 2020:
AED 22,217 million).

22
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

15 INTEREST-BEARING BORROWINGS continued

Borrowings continued

Summarised below are assets pledged as securities against secured borrowings as at period/year end:

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)
Secured bank borrowings:
Property, plant and equipment 23,474 32,094
Inventory 1,837 -
Loans receivable from third parties 5,792 5,541
Restricted cash 425 519

31,528 38,154
Secured bonds:
Letters of credit 102 102

In addition to the above, certain borrowings are secured through pledges on project proceeds (receivables), a net
investment in joint operations, debt and equity securities and bank balances.

Analysis of borrowings at the reporting date, by each significant sub-group of companies, are as follows:

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)
Corporate 84,683 80,021
NOVA Chemicals Corporation (“NOVA”) 13,326 13,220
GlobalFoundries 7,993 8,588
Al Yah Satellite Communications Company PJSC (“Yahsat”) 1,460 929
Other subsidiaries 16,949 15,087

124,411 117,845

23
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

15 INTEREST-BEARING BORROWINGS continued


Movement in interest-bearing borrowings during the period / year were as follows:

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

At 1 January (audited) 117,845 114,807


Additions 23,787 39,570
Repayments (16,315) (33,513)
Divestment of subsidiaries - (7,990)
Foreign exchange fluctuations and other movements (906) 4,971

At the end of the period / year 124,411 117,845

As at 30 June 2021, the fair value of the borrowings was estimated at AED 130,181 million (31 December 2020:
AED 125,078 million). It includes borrowings amounting to AED 85,525 million (31 December 2020:
AED 82,685 million), classified as “Level 1” within the fair valuation hierarchy i.e., fair value is determined using
quoted market prices in active markets and borrowings amounting to AED 2,093 million (31 December 2020:
AED 929 million) classified as “Level 2” within the fair value hierarchy i.e., fair value is determined using inputs
based on observable market data. The remaining borrowings amounting to AED 42,563 million (31 December 2020:
AED 41,464 million) are classified as “Level 3” within the fair value hierarchy since the fair value is determined using
valuation techniques that include inputs which are not based on observable market data.

24
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

16 OTHER RESERVES
Foreign Hedging Reserves
currency and from
Statutory translation other discontinued
reserve reserve reserves operations Total
AED millions AED millions AED millions AED millions AED millions

At 1 January 2021 (audited) 1,582 77 (1,671) - (12)


Exchange difference on translation of
foreign operations - (1,089) - - (1,089)
Movement on hedge of net investment
in foreign operations - 874 - - 874
Effective portion of changes in fair
values of cash flow hedges (net of tax) - - (239) - (239)
Share of other comprehensive loss of
equity accounted investees - - 565 - 565
Net movement in defined benefit
plan and others (net of tax) - - 50 - 50
Other movements - 1 (6) - (5)

At 30 June 2021 (unaudited) 1,582 (137) (1,301) - 144

At 1 January 2020 (audited) 1,582 (208) (155) - 1,219


Exchange difference on translation of
foreign operations - (327) - - (327)
Movement on hedge of net investment
in foreign operations - (53) - - (53)
Effective portion of changes in fair
values of cash flow hedges (net of tax) - - (540) - (540)
Share of other comprehensive loss of
equity accounted investees - 63 (652) - (589)
Net movement in defined benefit
plan (net of tax) - - (44) - (44)
Transfer of reserve of disposal group
held for sale - (69) 462 (393) -
Other movements - - 14 - 14

At 30 June 2020 (unaudited) 1,582 (594) (915) (393) (320)

Statutory reserve
As required by the UAE Federal Law No. (2) of 2015 (as amended) and the articles of association of certain
subsidiaries registered in UAE, 10% of profit from previous years were transferred to the statutory reserve. The
statutory reserve is not available for distribution as dividend.

Hedging and other reserve


Hedging reserve comprises the effective portion of the cumulative net change from cash flow hedges related to hedged
transactions that has not yet been recycled to profit and loss accounts. Other reserve comprises of the Group’s share
in the other comprehensive income of equity accounted associates and joint ventures.

25
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

16 OTHER RESERVES continued

Foreign currency translation reserve


The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations, as well as from the translation of liabilities that hedge the Group’s net investment in
foreign operations.

As at 30 June 2021, borrowings with notional amounts of AED 20,349 million (EUR 4,672 million) (30 June 2020:
AED 19,786 million (EUR 4,795 million)) were designated as a hedge of the net investments in OMV, Borealis and
CEPSA with EUR functional currencies. These borrowings are used to hedge the Group’s exposure to EUR foreign
exchange risk on those investments. Gains on the translation of these borrowings amounting to AED 624 million
(six-month period ended 30 June 2020: AED 38 million losses on the translation) were recognised in other
comprehensive income to offset losses/gains on translation of foreign operations. There was no ineffectiveness
recorded during the period.

The Group, as at 30 June 2021, has also designated the EUR leg of certain swaps as hedging instruments for net
investments in Borealis and CEPSA with EUR functional currencies, with notional amount of AED 8,329 million
(EUR 1,912 million) (30 June 2020: AED 7,890 million (EUR 1,912 million)). A portion of the fair value gains on the
hedging instruments, relating to foreign exchange gains and amounting to AED 250 million (six month-period ended
30 June 2020: AED 15 million foreign exchange losses), was recognised in other comprehensive income to offset
losses/gains on translation of foreign operations. The difference between the fair value of the swaps and related foreign
exchange difference on the hedged instrument, amounting to a gain of AED 239 million (six-month period ended 30
June 2020: AED 157 million), was recorded in profit or loss within fair value gains from derivative financial
instruments. There was no ineffectiveness recorded during the period.

17 COMMITMENTS AND CONTINGENT LIABILITIES

(a) Commitments - Group

Commitments at the end of the reporting period are as follows:

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Commitments for capital expenditure (see note (i)) 10,218 8,151


Commitments for equity investments (see note (ii)) 23,849 27,135
Unfunded loan commitments 329 658
Lease commitments 39 113
Exploration commitments 292 148

34,727 36,205

(i) Commitment for capital expenditures includes commitment for construction of property plant and equipment
and development of investment properties of the Group.

26
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

17 COMMITMENTS AND CONTINGENT LIABILITIES continued

(a) Commitments – Group continued

(ii) Significant commitments for equity investments, as at 30 June 2021, include commitments to Silver Lake of
AED 4,550 million, LAC I fund sponsored by Bpifrance of AED 2,540 million and to Apollo Global
Management Inc. of AED 1,269 million.

(iii) In addition to above capital commitment, NOVA entered into other arrangements for the purchase of
minimum amounts of feedstock and other raw materials for short and long-term supply and related
transportation and storage agreements amounting to AED 49,541 million (31 December 2020:
AED 44,196 million). These agreements expire within one to approximately 22 years.

(b) Commitments - Joint ventures

In addition to the above, the commitments made by the Group’s joint ventures, after reflecting the Group’s
ownership in them, at the end of the reporting period, are as follows:
30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Commitments for capital expenditure 6,244 6,178


Commitment for equity and debt investments 232 -
Commitment to provide loans 661 687

7,137 6,865

(c) Contingencies

Contingencies of the Group and Group’s joint ventures and associates, after reflecting the Group’s ownership in them,
at the end of the reporting period, are as follows:
30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

Contingent liabilities of the Group (see notes (i) and (ii)) 16,431 16,176

Group’s share of contingent liabilities of joint ventures and associates 7,664 8,027

(i) Contingent liabilities include bank guarantees, performance bonds, advance payment bonds and completion
guarantees.

(ii) In 2018, the Company provided guarantee overlay to International Petroleum Investment Company PJSC, an
entity under common control, for certain of its existing guarantees:
 the payment obligations of 1MDB Energy Limited under its AED 6.43 billion (US $1.75 billion)
5.99% guaranteed notes due 2022 on a joint and several basis with 1Malaysia Development Berhad
(“1MDB”); and
 the notes and loans of Signum Magnolia Limited which are collateralised by AED 6.43 billion (US
$1.75 billion) 5.75% guaranteed notes due 2022 issued by 1MDB Energy (Langat) Limited and
guaranteed by 1MDB.

27
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

18 LITIGATIONS

The Group is involved in litigations in the ordinary course of business. Legal claims often involve highly complex
issues. These issues are subject to substantial uncertainties and therefore the estimation of the probability of loss and
of damages are often difficult to determine.

The Group records a provision for claims for which it is able to make an estimate of the expected loss or range of
possible loss, but believes that the publication of this information on a case-by-case basis would seriously prejudice
its position in the ongoing legal proceedings or in any related settlement discussions. Accordingly, for these claims,
the Group has disclosed information with respect to the nature of the claim, but not an estimate of the range of potential
loss or any provision accrued.

The Group believes that the aggregate provisions recorded for these matters are adequate based upon currently
available information as of the statement of financial position date, which may be subject to ongoing revision of
existing estimates. However, given the inherent uncertainties related to these claims, the Group could, in the future,
exercise judgements that could have a material adverse effect on its results of operations, liquidity, financial position
or cash flows in any particular period.

For contingent liabilities, the Group has disclosed the claims, but has not recorded a provision of the potential outcome
of these claims and is unable to make a reasonable estimate of the expected financial effect that will result from
ultimate resolution of the proceedings.

A summary of the major litigations of the Group are set out below:

GlobalFoundries
In April 2021, GlobalFoundries received a letter from a shareholder of GLOBALFOUNDRIES (Chengdu) Integrated
Circuit Manufacturing Co. Limited (“GlobalFoundries (Chengdu)”), requesting GlobalFoundries to share in their
alleged losses related to costs incurred to support GlobalFoundries (Chengdu). The parties have engaged in
negotiations to settle the claim, and GlobalFoundries recorded an estimated provision of USD 34 million (AED 125
million) in June 2021.

In April 2021, GlobalFoundries received a dispute notice from International Business Machines (“IBM”) alleging
breaches of several agreements including the parties’ master transaction agreement, technology cooperation
agreement, research cooperation agreement and foundry supply agreement. IBM claims restitution of USD 1,500
million (AED 5,510 million) and damages of at least USD 1,000 million (AED 3,674 million). On 7 June 2021,
GlobalFoundries filed a complaint for declaratory judgment in New York State Court seeking a ruling that it did not
breach any of the relevant agreements and that GlobalFoundries does not owe IBM any damages related to the
complaint. On 8 June 2021, IBM filed its complaint in the same court. GlobalFoundries filed a motion to dismiss, and
on 14 September 2021 the court granted in part GlobalFoundries’ motion and dismissed certain IBM claims. The court
also dismissed without prejudice GlobalFoundries’ declaratory judgment complaint. The case will proceed under
IBM’s complaint on the remaining claims.

28
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

18 LITIGATIONS continued

Dow Litigations
In December 2010, The Dow Chemical Company ("Dow Chemical") filed a Statement of Claim against NOVA in
Federal Court in Canada alleging that certain grades of NOVA’s SURPASS® polyethylene film resins infringe a Dow
Chemical Canadian patent. NOVA filed its statement of defense and counterclaim in March 2011. After a series of
court sessions, trials, appeals and oral and written arguments presented in those hearings over the years at different
courts, the Federal Court, in June 2017, issued Confidential Supplemental Judgement and Reasons, which became
public in July 2017, awarding Dow Chemical CAD 644 million (AED 1,840 million). In July 2017, NOVA paid Dow
Chemical USD 501 million (AED 1,840 million) to satisfy the judgement. NOVA filed a Notice of Appeal with the
Federal Court of Appeal regarding the Supplemental Judgement and Reasons in July 2017. On 13 November 2020,
NOVA filed an application with the Supreme Court for leave to appeal the decision of the Federal Court of Appeal.
On 20 May 2021, the Supreme Court granted NOVA leave to appeal the decision of the Federal Court of Appeal. On
21 June 2021, NOVA appealed the decision of the Federal Court of Appeal to the Supreme Court. The Supreme Court
has not yet scheduled the hearing date, but the appeal is expected to be heard in the first quarter of 2022.

In 2006, Dow Chemical Canada ULC and its European affiliate (collectively, "Dow") filed a claim against NOVA in
the Court of Queen's Bench of Alberta concerning the jointly owned third ethylene plant at the Joffre site.

i. On 24 September 2019, a judgement was filed with the Court of Queen's Bench of Alberta awarding Dow
damages and interest (for the period 2001-2012 in the aggregate amount of CAD 1,430 million (AED 3,959
million) which was paid in full by NOVA. NOVA appealed this decision to the Court of Appeal of Alberta
and was successful in 4 out of the 5 issues appealed. On 10 October 2019, NOVA paid an aggregate amount
of CAD 1,430 million (AED 3,959 million) (USD 1,080 million) to satisfy the judgement for the period 2001-
2012 in full. The Court of Appeal of Alberta remanded such issues to the Court of Queen’s Bench of Alberta
for redetermination.

ii. Trial in the Court of Queen’s Bench of Alberta for damages for the period beyond 2012 to the date of
judgement in June 2018 has been scheduled to begin on 8 November 2021 and will be combined with the
Base Period recalculation of damages.

iii. On 29 April 2021, NOVA filed two applications for summary judgment in respect of the 2001-2012 period
remand to the Trial Court. The first seeks the repayment of CAD 417 million (AED 1,218 million) to CAD
563 million (AED 1,644 million) (plus pre-judgement interest) by Dow to NOVA for overpayments in respect
of polyethylene damages that the Court of Appeal excluded. The second seeks the repayment of CAD 746
million (AED 2,178 million) (plus pre-judgement interest) by Dow to NOVA for overpayments related to
severance of NOVA’s obligation to provide ethane services.

Others
Several group companies are currently subject to routine tax audits performed by their respective tax authorities.
Managements’ opinions are that the companies are in compliance with all applicable regulations. Given the preliminary
nature of the proceedings, potential impacts, if any, cannot be currently reliably estimated.

19 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES

(a) Identification of related parties


The Group has related party relationships with its Shareholder, Ultimate parent, joint ventures and associates, and
with directors, executive officers and parties which are under common control of the above entities.

(b) Compensation of the Group’s key management personnel and Board of Directors
The remuneration of senior key management personnel and the Board of Directors of the Group during the six-month
period ended was AED 116 million (six-month period ended 30 June 2020: AED 99 million). Separately, a subsidiary
of the Group recognised a share-based compensation expense based on the graded vesting of awards outstanding as
of its probable IPO date.

29
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

19 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES continued

(c) Related party transactions


In the ordinary course of business, the Group provides services to and receives services from related parties on terms agreed by management. Significant transactions with related parties
during the period were as follows:
Interest Interest
Purchases of bearing bearing
goods and borrowings borrowings Loans Loans Finance Finance
AED millions Revenue services drawn repaid given recovered income cost

Six-month period ended 30 June 2021 (unaudited)


Entities under common control 2,031 69 349 356 - - 180 56
Associates 205 6 - - - - - -
Joint ventures 218 142 - - 2 37 19 36
Ultimate Parent 28 - - - - - 2 -

2,482 217 349 356 2 37 201 92

Six-month period ended 30 June 2020 (unaudited)


Entities under common control 1,976 71 - 244 - - 327 83
Associates 1,085 2,847 - - - - 2 -
Joint ventures 353 217 - - 379 - 71 33
Ultimate Parent 30 - - - - - 8 -

_3,444 3,135 _ - __244 _379 _ - 408 _116

For the six-month period ended


30 June 30 June
2021 2020
AED millions AED millions
Other significant transactions:
Cash calls paid to joint ventures 330 345
Income from provision of manpower, project management and consultancy services to joint ventures 83 86
Other miscellaneous transactions and re-charges with / from Shareholders, associates, joint ventures and to entities under common control 298 736

30
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

19 SIGNIFICANT RELATED PARTY TRANSACTIONS AND BALANCES continued

(d) Related party balances


Amounts Amounts Loans and Finance Interest Additional
Bank Long term due to due from Advances from deposits from Loans to lease bearing shareholder
balances deposits related parties related parties related parties related parties related parties receivables borrowings contributions
AED millions AED millions AED millions AED millions AED millions AED millions AED millions AED millions AED millions AED millions
(see notes (i) and (ii) (see note (iii)) (see note (ii)) (see note (ii)) (see note (iv)) (see note (v))

Entities under common control 11,447 13,624 2,775 8,348 1,069 - - 1,223 10,884 -
Associates - - 10 65 - - 2 - - -
Joint ventures - - 54 1,970 - - 1,724 - 1,353 -
Ultimate parent - - 25 14,290 924 - - - - -
Shareholder - - - 1,071 - - - - - 119,290

30 June 2021 (unaudited) 11,447 13,624 2,864 25,744 1,993 - 1,726 1,223 12,237 119,290

Entities under common control 7,347 18,298 2,121 7,902 1,076 - - 1,224 11,642 -
Associates - 5 65 - - 44 - - -
Joint ventures - - 61 1,693 - - 1,060 - 1,352 -
Ultimate parent - - 46 13,140 1,000 758 - - - -
Shareholder - - - 3,048 - - - - - 119,290

31 December 2020 (audited) 7,347 18,298 2,233 25,848 2,076 758 1,104 1,224 12,994 119,290

(i) The balances in the table above are net of impairment, where applicable.

(ii) Amounts due to related parties, advances from related parties and loans and deposits from related parties are included in other liabilities.

(iii) Amounts due from related parties are included in other receivables and prepayments (see note 12) and trade receivables, net of impairment of AED 343 million (31 December 2020: AED 388 million).

(iv) Loans to related parties are included in loan receivable (see note 13(a)).

(v) Additional shareholder contributions represent interest free loans from the Shareholder with no fixed repayment terms. These loans meet the definition of equity instruments rather than liability, and accordingly are presented within equity.

(vi) Ultimate Parent, in this note, includes the Government of the Emirate of Abu Dhabi and the Abu Dhabi Department of Finance.

31
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

20 FAIR VALUE DISCLOSURES

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including
their levels in the fair value hierarchy, which analyses financial instruments carried at fair value by valuation method.
The different levels are defined as follows:

Level 1: Quoted prices in active markets for assets and liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As at 30 June 2021 (unaudited)
Carrying
amount Fair value Level 1 Level 2 Level 3
AED AED AED AED AED
millions millions millions millions millions

Financial assets measured at fair value


Financial assets at FVTPL
Quoted investments
Equity securities 29,841 29,841 27,454 1,587 800
Debt securities 2,519 2,519 1,059 1,460
Unquoted investments
Convertible bonds 6,107 6,107 - 1,104 5,003
Equity securities 15,784 15,784 - - 15,784
Funds 41,109 41,109 - 2,519 38,590
Loans receivable 6,856 6,856 - - 6,856
Debt securities 93 93 - - 93
Financial assets at FVOCI
Quoted debt securities 78 78 78 - -

102,387 102,387 28,591 5,210 68,586

Derivative financial assets


Fair value hedge
Currency forwards 13 13 - 13 -
Cash flow hedge
Commodity forwards 86 86 - 86 -
Currency forwards 78 78 - 78 -
Interest rate swaps 10 10 - 10 -
Others 168 168 - 168 -
Financial assets at fair value
Commodity swaps 66 66 - 66 -
Currency forwards 45 45 - 45 -
Equity options 12 12 12 - -

478 478 12 466 -

32
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

20 FAIR VALUE DISCLOSURES continued

As at 30 June 2021 (unaudited) continued


Carrying
amount Fair value Level 1 Level 2 Level 3
AED AED AED AED AED
millions millions millions millions millions
Financial liabilities measured at fair value
Derivative financial liabilities
Cash flow hedge
Currency forwards 67 67 - 67 -
Interest rate swaps 134 134 - 134 -
Others 428 428 - 428 -
Financial liabilities at fair value
Interest rate swaps 681 681 - 681 -
Currency forwards 68 68 - 68 -
Interest rate forwards 888 888 - 888 -

2,266 2,266 - 2,266 -

As at 31 December 2020
Financial assets measured at fair value
Investment in non-derivative financial assets
Financial assets at FVTPL
Quoted investments
Equity securities 23,991 23,991 20,016 3,175 800
Debt securities 2,238 2,238 825 - 1,413
Unquoted investments
Convertible bonds 5,805 5,805 - 1,605 4,200
Equity securities 14,259 14,259 - - 14,259
Funds 26,301 26,301 - 1,977 24,324
Loans receivable 4,810 4,810 - - 4,810
Financial assets at FVOCI
Quoted debt securities 195 195 195 - -

77,599 77,599 21,036 6,757 49,806

Derivative financial assets


Cash flow hedge
Commodity forwards 34 34 - 34 -
Currency forwards 276 276 - 276 -
Interest rate swaps 5 5 - 5 -
Others 10 10 - 10 -
Financial assets at fair value
Commodity swaps 61 61 - 61 -
Currency forwards 17 17 - 17 -
Equity options 31 31 31 - -

434 434 31 403 -

Financial liabilities measured at fair value


Derivative financial liabilities
Fair value hedge
Currency forwards 1 1 - 1 -
Cash flow hedge
Currency forwards 5 5 - 5 -
Interest rate swaps 251 251 - 251 -
Others 3 3 - 3 -
Financial liabilities at fair value
Interest rate swaps 836 836 - 836 -
Currency forwards 6 6 - 6 -
Equity options 8 8 8 - -
Interest rate forwards 1,370 1,370 - 1,370 -

2,480 2,480 8 2,472 -

33
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

20 FAIR VALUE DISCLOSURES continued

The following table shows the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as
well as the significant unobservable inputs used.

Type of financial asset / liability Valuation techniques and key inputs Significant unobservable inputs

Financial assets at FVTPL – Quoted

Quoted equity securities – Level 1 Quoted bid prices in an active market -

Quoted equity securities – Level 2 Quoted bid prices adjusted for restrictions Discount of 15%
using Finnerty model, option pricing model

Quoted equity securities – Level 3 Combination of market and income approach Discount rate of 12-14%. 5 year historical
average performance and dividend pay-out

Quoted debt securities – Level 1 Quoted bid prices in an active market -

Quoted debt securities – Level 3 Discounted cash flows Discount rate of 14-16% including company
risk premium

Financial assets at FVTPL – Unquoted

Unquoted convertible bonds – Level 2 A combination of bond value and Black Scholes • Discount rate of 18% - 20.3%
model along with consideration of converted • Risk free rate of 0.4% - 0.5%
equity value • Volatility of 40%

Unquoted convertible bonds – Level 3 Combination of market and income approach • Blended cap rate of 4% to 5%
• Latest funding round

Unquoted equity securities – Level 3 Combination of market and income approach • Enterprise value (“EV”)/EBITDA
multiple of 9.75x to 17x where applicable
• Weighted PE multiple 13.3x

Loans receivable – Level 3 Discounted cash flows, combination of market • Discount rate of 4.35%-14.08%
and income approach • Market yield of 6.5%-13.72%

Unquoted funds – Level 2 Net asset value provided by the fund manager -
(underlying investments are quoted)

Unquoted funds – Level 3 Net asset value provided by the fund manager -

Derivative assets / liabilities – Level 2 Market approach. Value is based on -


forward exchange rates (from observable
forward exchange rates at the end of the
reporting period) and contract forward
rates

Interest rate swaps and foreign exchange Net present value of estimated cash flows, -
forward contracts at FVTPL – Level 2 based on forward interest rates (from
observable yield curves at the end of the
reporting period)

34
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

20 FAIR VALUE DISCLOSURES continued

The following table demonstrates the movement in the level 3 of fair value hierarchy:

30 June 31 December
2021 2020
AED AED
millions millions
(unaudited) (audited)

At 1 January (audited) 49,806 20,685


Additions and other movements 14,815 27,558
Increase in fair value recognised in profit or loss (net) (see note (i)) 7,095 4,542
Disposals and other movements (2,939) (2,664)
Divestment of subsidiaries - (130)
Transfers out of level 3 (191) (185)

As at 30 June (unaudited) 68,586 49,806

(i) The total net increase in fair value was recorded in investment income (net) in the interim consolidated
statement of comprehensive income.

Equity price risk


Equity price risk arises from financial assets at fair value through profit or loss. Material investments within the portfolio are
managed on an individual basis and all buy and sell decisions are approved as per the Parent’s delegation of authority.

A 500 basis points decrease in price of its equity holdings, assuming all other variables, in particular foreign currency rates,
remain constant results to AED 4,337 million (six-month period ended 30 June 2020: AED 1,656 million) decrease in the
Group’s profit before tax for the period and equity.

21 OTHER RISK MANAGEMENT OBJECTIVES AND POLICIES

Risks relating to changes in the legislation applicable to activities and/or the industry
The activities carried on by the Group are subject to various legislations. The changes that might arise could affect the
structure under which activities are performed and the results generated by operations.

Industrial risks, prevention and safety


The Group ensures that the safety control system applied is in accordance with international specifications. Also, in
place are action procedures that reflect the standards developed in accordance with best practices, which ensure the
maximum possible level of safety, paying special attention to the elimination of risk at source. The objective of this
system is ongoing improvement in risk reduction, focused on various activities, such as work planning, the analysis
and monitoring of corrective actions derived from incidents and accidents, internal audits, periodic inspections of the
facilities and supervision of maintenance work and operations.

Environmental risks
Certain activities of companies within the Group, may give rise to an impact on the environment through emissions
into the air, water, soil and ground water and also through the handling and treatment of waste. In this connection, the
Group ensures that all its industrial plants are awarded their integrated environmental permits, which involve rigorous
control over their processes with the aim of minimising impact on the environment. Further, the Group’s objective is
to minimise the impact of its activities on the environment where it operates its industrial plants, which is reflected in
internal environmental protection policies of the group companies and is regulated by the relevant authorities.

35
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

21 OTHER RISK MANAGEMENT OBJECTIVES AND POLICIES continued

Risks related to COVID-19


The impact of the COVID-19 pandemic on the global economy has been severe and has resulted in unprecedented
responses from governments worldwide to protect public health and local economies. The development of COVID-
19 vaccines and the global drive to vaccinate has offered grounds for optimism but there remains a risk of future waves
of infection.

In 2020, the Group was affected by the pandemic and its consequences, including declining oil prices. As a result of
the COVID-19 pandemic, the Group modified its business practices across its offices which are continually reassessed.
The Group’s top priority continues to be the health and safety of its employees, customers and other stakeholders as
well as ensuring business continuity. Like all businesses, the Group is not immune to future adverse macro-economic
developments, including the impact of COVID-19, which could potentially affect the Group’s business and financial
results in the future. In 2021, as countries have strengthened their pandemic response and accelerated vaccination
programs, the global economy has shown signs of recovery. However, uncertainties and challenges still remain for a
full economic recovery, especially given the emergence of numerous virus variants.

The Group has assessed the impact of COVID-19 on these interim condensed consolidated financial statements.
Property, plant and equipment, investment in equity accounted investees, intangible assets and goodwill were tested
for impairments. Management forecasts and budgets were updated, where required, after considering the potential
detrimental impact of the pandemic on individual cash generating units, including the results of stress tests of the
alternate COVID-19 scenarios which were performed. Management also assessed the impact of COVID-19 on the
value of its investment properties. Similarly, instruments subjected to Expected Credit Loss (“ECL”), were assessed
for significant increase in credit risk and significant assumptions used in ECL models, including macro-economic
factors, were updated, as a result of COVID-19. In arriving at fair value of level 2 and 3 instruments which are valued
using in-house models, significant assumptions used in these models were reassessed and where appropriate updated.
Refer to note 20 for fair value disclosures on investments measured at fair value.

During the six months period ended 30 June 2021, the Group recorded a total ECL of AED 135 million (for the six-
month period 30 June 2020: AED 343 million). A fair value loss of AED 35 million (for the six-month period 30 June
2020: AED 52 million) was recorded on investment properties. During the period, reversal of impairment losses
amounting to AED 63 million was recognised on property, plant and equipment and intangible assets (for the six-
month period ended 30 June 2020: impairment losses of AED 684 million).

22 COMPARATIVE FIGURES

Certain comparative figures have been reclassified, wherever necessary, to conform to the presentation adopted in the
interim condensed consolidated financial statements.

36
Mamoura Diversified Global Holding PJSC
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June 2021 (Unaudited)

23 MATERIAL SUBSEQUENT EVENTS

(i) On 16 August 2021, the Group subscribed to convertible preference shares of Connect Infrastructure Topco
Limited ("CITL") for a consideration of GBP 500 million (AED 2,540 million), with the objective of making
indirect investment in CityFibre Infrastructure Holdings Limited, a digital infrastructure platform operator in
UK.

(ii) On 2 September 2021, the Group entered into a Sale and purchase agreement ("SPA") with Delek Drilling,
to buy 22% stake in the Eastern Mediterranean's offshore Tamar field for a consideration of USD 1,025
million (AED 3,765 million). The completion of the transaction is subject to the fulfillment of certain
conditions precedent defined in the SPA.

(iii) In July 2021, the Group raised AED 2,680 million by selling 40% of share capital, at AED 2.75 per share, of
Yahsat, a wholly owned subsidiary, through an initial public offering on the Abu Dhabi Securities Exchange.

(iv) As part of restructuring of the Parent, certain assets of Abu Dhabi Investment Council Company PJSC, an
entity under common control, have been transferred to the Group, and the Group’s 3.68% investment in First
Abu Dhabi Bank PJSC (“FAB”) has been transferred to the Parent. The carrying amount of the assets
transferred to the Group was AED 6,128 million as at 30 June 2021 while the carrying amount of FAB was
AED 6,657 million.

(v) In September 2021, the Group and its joint venture partner, Trafigura, signed a sale and purchase agreement
for the divestment of 100 percent of Minas de Aguas Teñidas to Sandfire Resources Ltd, for AED 6,851
million. The transaction is expected to be completed in the first quarter of 2022, with key conditions precedent
including Spanish Foreign Direct Investment and anti-trust Merger approval.

(vi) On 4 October 2021, GlobalFoundries publicly filed a registration statement with the U.S. Securities and
Exchange Commission in connection with a potential IPO on the NASDAQ.

37

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