Memorandum Informacyjne

ADMISSION DOCUMENT
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ATTENTION. If you need any explanations and / or
clarifications on this Admission Document you should consult an independent financial adviser who holds a license
to provide investment advice by the CySEC if you’re taking advice in Cyprus (or other suitably qualified independent
financial advisor if you’re outside Cyprus). Especially for some important factors to be considered in relation to
securities of the Company, refer to "Risk Factors".
TrophyResort Nyrt.
APPLICATION FOR ADMISSION TO NON-REGULATED MARKET OF THE CSE
[ΕMERGING COMPANIES MARKET (E.C.M)]
METHOD: Listing of 13.680.000 Ordinary Shares of HUF 200 per share nominal value at EUR 0.65
(HUF200) per share each via private placement that have been issued to a limited number of investors
and Admission to trading on Cyprus Stock Exchange’s Emerging Companies Market
The Cyprus Securities and Exchange Commission has not examined or approved the contents of
this Admission Document (for cases that do not require the publication of the Prospectus).
The Issuer undertakes full responsibility for the information contained in this Admission Document and
certifies that the information contained therein is consistent with the facts and contains no omission likely
to affect its contents. The Directors collectively and individually accept full responsibility for the accuracy
and correctness of the information and data contained in this Admission Document and ensure that there
are no other essential facts, the omission of which would make any statement contained in this document
misleading in any material respect.
Throughout the course of processing the application for admission to the CSE, Nominated Advisor is Eurivex Ltd.
The Nominated Advisor is properly licensed by the CSE and its role is to assist a non-regulated market Issuer to
meet its obligations under the institutional framework governing the operation and participation in an unregulated
market, hence the Nominated Advisor is liable to the Company and the Cyprus Stock Exchange.
WARNING: This document is NOT A PUBLIC OFFER and is not intended to raise capital. The securities of the
companies in the E.C.M are not listed in the regulated markets of the CSE. The Admission Document applies to the
unregulated Emerging Companies Market of the CSE which is considered as Multilateral Trading Facility. The
information that is published at the time of listing and after is less than the information published in regulated
markets. Potential investors should be aware of the risks on investment in these companies and should decide to
invest in them only after careful consideration of this Admission Document and if possible independent financial
advice should be taken.
This private placement was carried out outside of Cyprus and was addressed only to persons who could lawfully
accept it in Hungary. Specifically, and in compliance with relevant securities laws of the following countries, this
private placement is not addressed in any way or form (written or otherwise), directly or indirectly, to or within the
United States, Canada, Australia, South Africa or Japan or any other country ("the Excluded Territories"), in which
according to its laws, the conduct of this private placement or the mailing / distribution of this Admission Document
is illegal or violates any law, rule or regulation. For this reason, it is prohibited to transmit, distribute, post or otherwise
promote copies of this Admission Document and any promotional and related to this private placement document
or other material of any person to or from the Excluded Countries and buy shares from persons of the Excluded
Territories.
Copies of this Admission Document will be available free to the public during normal business hours at the offices
of the Company at 2038 Sóskút, Petőfi Sándor utca 39, Hungary for a period of one month from the date of issue
of the Admission Document.
The date of the Admission Document is 14 August 2014
1
Forward-looking Statements
This Admission Document includes forward-looking statements regarding the
Company's plans, outlook, strategies and results for the future. All forward-looking
statements are based on the judgments derived from the information available to the
Company at the time of preparation of this Admission Document.
All forward-looking statements are based on judgments derived from the information
available to the Company at this time. Forward looking statements can sometimes be
identified by the use of forward-looking words such as "may," "believe," "will,"
"expect," "project," "estimate," "should," "anticipate," "plan," "continue," "seek," "pro
forma," "potential," "target, " "forecast," or "intend" or other similar words or
expressions of the negative thereof.
Certain risks and uncertainties could cause the Company's actual results to differ
materially from any forward looking statements contained in the Admission
Document. These risks and uncertainties include, but are not limited to,
(1) the economic circumstances surrounding the Company's business, including
general economic conditions in the EU and worldwide;
(2) competitive pressures;
(3) applicable laws and regulations;
(4) the success or failure of product development programs;
(5) decisions of regulatory authorities and the timing thereof;
(6) changes in exchange rates;
(7) claims or concerns regarding the safety or efficacy of marketed products or
product candidates;
(8) integration activities with acquired companies.
The Company assumes no obligation to update or revise any forward-looking
statements or other information contained in the Admission Document, whether as a
result of new information, future events, or otherwise.
The forward-looking statements appear in a number of places throughout this
Admission Document and include statements regarding the Company's intentions,
beliefs or current expectations concerning, among other things, results of operations,
financial condition, liquidity, prospects, growth, strategies and the industry in which
the Company operates.
By their nature, forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the
future. The Company believes that these risks and uncertainties include, but are not
limited to, those described in the “Risk Factors” section of this Admission Document.
These factors should not be construed as exhaustive and should be read with the
other cautionary statements in the Admission Document.
2
Table of contents
INTRODUCTION ............................................................................................................ 6
1.1
KEY SHARE CAPITAL INFORMATION ................................................................... 7
1.2
PRIVATE PLACEMENT OF SHARES ...................................................................... 8
1.3
PURPOSE OF LISTING ................................................................................................. 8
2 RISK FACTORS ............................................................................................................. 9
2.1
RISK FACTORS CONNECTED WITH THE ENVIRONMENT IN WHICH THE ISSUER RUNS ITS
ACTIVITY ................................................................................................................... 9
2.1.1
Macroeconomic risks ........................................................................................ 9
2.1.2
Regulatory risks ................................................................................................ 9
2.1.3
Political risks ................................................................................................... 10
2.1.4
Risks connected with the tourism sector ......................................................... 10
2.1.5
Exchange rate risks ........................................................................................ 10
2.1.6
Risks pertaining to the operation of the time-share system ............................. 11
2.1.7
Risks related to the market competition .......................................................... 11
2.1.8
Risk related to the changes in the consumption patterns ................................ 12
2.2
RISKS CHARACTERISTICS OF THE COMPANY .............................................................. 12
2.2.1
Risk of the ongoing investments ..................................................................... 12
2.2.2
Risks connected with the implementation of necessary developments ............ 12
2.2.3
Risk of losing key managers ........................................................................... 13
2.2.4
Risks connected with the pricing model .......................................................... 13
2.2.5
Risks connected with the operating license ..................................................... 13
2.2.6
Risk related to the dependence on the hotel employees’ work ........................ 13
2.2.7
Tax risk ........................................................................................................... 14
2.2.8
Risk of delay in state aid payment ................................................................... 14
2.2.9
.Risk of non-compliance with the terms and conditions of the state aid, risk of
repayment ....................................................................................................... 14
2.2.10 Risk of substantial capital rise and/or debt rise................................................ 14
2.2.11 Risk of not acquiring required financing to complete the first investment in the
hotel business ................................................................................................. 15
2.3
RISK FACTORS ASSOCIATED WITH CAPITAL MARKET AND THE INTRODUCED SHARES.. 15
2.3.1
Risks of fluctuations in share prices and insufficient market liquidity ............... 15
2.3.2
Admission of shares on ECM/CSE .................................................................. 15
2.3.3
Currency risk related to the share price ........................................................... 16
2.3.4
Changes in shares price and Market Depth ..................................................... 16
2.3.5
Disclosures...................................................................................................... 17
1
3 DECLARATIONS OF PERSONS RESPONSIBLE FOR INFORMATION
CONTAINTED IN THE INFORMATION DOCUMENT
3.1
STATEMENT OF THE ISSUER ................................................................................... 17
3.2
STATEMENT BY AUTHORISED ADVISER .................................................................... 17
4 INFORMATION ABOUT FINANCIAL INSTRUMENTS INTRODUCED IN THE
ALTERNATIVE TRADING SYSTEM .......................................................................... . 18
4.1
DETAILED SPECIFICATION OF TYPES, NUMBER AND TOTAL VALUE OF FINANCIAL
INSTRUMENTS INCLUDING TYPES OF PRIVILEGES, ANY RESTRICTIONS ON TRANSFER OF
RIGHTS ATTACHED TO FINANCIAL INSTRUMENTS AND SAFETY MEASURES OR ADDITIONAL
BENEFITS ..............................................................................................................
18
4.1.1
Information about subscription or sale of financial instruments concerned by the
application for introduction which took place within the last 12 months preceding
the date of submission of the application for introduction ............................... 18
4.2
PRIVILEGES, RESTRICTIONS ON TRANSFER OF RIGHTS ATTACHED TO INTRODUCED
SHARES, SAFETY MEASURES AND ADDITIONAL BENEFITS ..........................................
18
4.2.1
Privileges, safety measures and additional benefits ...................................... 18
3
4.2.2
Restrictions on transfer of Introduced Shares resulting from Issuer’s Certificate
of Incorporation ............................................................................................. 19
4.2.3
Voting Rights .................................................................................................. 19
4.3
DIVIDEND POLICY ................................................................................................ 19
4.4
TAXATION RULES CONCERNING INCOME RELATED TO HOLDING OF AND TRADING IN
FINANCIAL INSTRUMENTS REFERRED TO IN THE INFORMATION DOCUMENT, INCLUDING THE
TAX AGENT .............................................................................................................. 20
5 INFORMATION ABOUT THE ISSUER......................................................................... 20
5.1
ISSUER ............................................................................................................... 20
5.2
TERM OF THE ISSUER............................................................................................... 20
5.3
LEGAL REGULATIONS UNDER WHICH THE ISSUER WAS FORMED............................... 20
5.4
COURT THAT DECIDED TO ENTER THE ISSUER INTO THE APPROPRIATE REGISTER, AND IF
THE ISSUER IS AN ENTITY THAT NEEDED A PERMIT TO BE FORMED – SUBJECT MATTER AND
NUMBER OF THE PERMIT AS WELL AS THE AUTHORITY THAT ISSUED THE PERMIT......... 21
5.5
SHORT BACKGROUND INFORMATION ON THE ISSUER .................................................21
5.6
TYPES AND VALUES OF THE ISSUER’S EQUITY (FUNDS) AND RULES OF THEIR FORMATION
.............................................................................................................................. 21
5.7
INFORMATION ABOUT ANY UNPAID PORTION OF SHARE CAPITAL .................................. 21
5.8
INFORMATION ABOUT THE PROJECTED CHANGES TO SHARE CAPITAL DUE TO
BONDHOLDER’S EXERCISING THEIR RIGHTS ATTACHED TO CONVERTIBLE BONDS OR
SUBSCRIPTION WARRANTS (PRIORITY RIGHTS) ATTACHED TO BONDS, INCLUDING THE
AMOUNT OF A CONDITIONAL SHARE CAPITAL INCREASE AND DATE BONDHOLDER’S RIGHTS
TO ACQUIRE NEW ISSUE SHARES EXPIRE ................................................................... 22
5.9
NUMBER OF SHARES AND VALUE OF THE SHARE CAPITAL BY WHICH THE CAPITAL MAY BE
5.10
5.11
5.12
INCREASED UNDER THE ARTICLES OF ASSOCIATION AUTHORIZING THE BOARD OF
DIRECTORS TO INCREASE THE SHARE CAPITAL WITHIN THE AUTHORIZED SHARE CAPITAL,
AS WELL AS THE NUMBER OF SHARES AND VALUE OF THE SHARE CAPITAL BY WHICH THE
SHARE CAPITAL MAY BE INCREASED AS SPECIFIED ABOVE DURING THE INFORMATION
DOCUMENT’S VALIDITY PERIOD ............................................................................... 22
FINANCIAL INSTRUMENT MARKETS ON WHICH THE ISSUER’S FINANCIAL INSTRUMENTS OR
THE RELATED DEPOSITARY NOTES ARE OR WERE TRADED .......................................... 22
BASIC INFORMATION ABOUT ORGANIZATIONAL OR CAPITAL RELATIONS OF THE ISSUER
HAVING A SIGNIFICANT IMPACT ON ITS BUSINESS, INCLUDING ESSENTIAL UNITS OF ITS
GROUP; FOR EACH UNIT, AT LEAST THE (BUSINESS) NAME, LEGAL FORM, REGISTERED
OFFICE, BUSINESS OBJECTS AND THE ISSUER’S INTEREST IN THE SHARE CAPITAL AND
TOTAL VOTE ............................................................................................................ 22
BASIC INFORMATION ABOUT MAIN PRODUCTS, GOODS OR SERVICES, TOGETHER WITH
THEIR VALUE AND QUANTITY AND SHARE OF EACH GROUP’S PRODUCTS, GOODS AND
SERVICES, OR, IF ESSENTIAL, INDIVIDUAL PRODUCTS, GOODS AND SERVICES IN TOTAL
SALES OF THE GROUP AND THE ISSUER, BROKEN DOWN TO BUSINESS SEGMENT ........ 23
5.12.1 Company profile ............................................................................................ 23
5.12.2 Mission, vision and strategic objectives ......................................................... 24
5.12.3 Main activity: hotel industry ........................................................................... 25
5.12.4 Supporting activity: project management........................................................34
5.12.4.1 Main factors affecting financial position and results in 2013 ............................ 40
5.12.4.2 Main factors affecting financial position and results in the first quarter of '14 . 40
5.12.5 Employment structure ................................................................................... 40
5.13 PURPOSE OF LISTING - FUTURE INVESTMENT PLANS
DESCRIPTION OF MAJOR DOMESTIC AND FOREIGN INVESTMENT PROJECTS OF THE ISSUER,
INCLUDING CAPITAL INVESTMENTS, FOR THE PERIOD COVERED BY THE FINANCIAL
STATEMENTS OR CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE INFORMATION
DOCUMENT ........................................................................................................... 41
5.13.1 Ongoing development: the establishment of a complex wellness centre ....... 41
5.13.1.1 Summary of projects including funds utilisation ..............................................49
5.13.2 Other investments ..........................................................................................51
5.13.3 Further investments ...................................................................................... 52
4
5.14
INFORMATION ABOUT BANKRUPTCY, COMPOSITION OR LIQUIDATION PROCEEDINGS
INSTITUTED WITH RESPECT TO THE ISSUER .............................................................. 52
5.15 INFORMATION ABOUT SETTLEMENT, ARBITRATION OR ENFORCEMENT PROCEEDING
INSTITUTED WITH RESPECT TO THE ISSUER, IF THE OUTCOME OF SUCH PROCEEDINGS IS
OR MAY BE OF SIGNIFICANCE FOR THE ISSUER’S BUSINESS ....................................... 52
5.16 INFORMATION ABOUT ANY OTHER PROCEEDINGS BEFORE GOVERNMENTAL AUTHORITIES,
COURT OR ARBITRATION PROCEEDINGS, INCLUDING ANY PENDING PROCEEDINGS, FOR
THE PERIOD OF AT LEAST THE LAST 12 MONTHS, OR PROCEEDING THAT ARE THREATENED
ACCORDING TO THE ISSUER’S KNOWLEDGE, WHICH MIGHT HAVE HAD OR HAVE RECENTLY
HAD OR MAY HAVE SIGNIFICANT IMPACT ON THE ISSUER’S FINANCIAL SITUATION, OR
INFORMATION ABOUT THE LACK OF SUCH PROCEEDINGS........................................... 52
5.17 THE ISSUER’S OBLIGATIONS RELEVANT TO PERFORMANCE OBLIGATIONS TOWARDS
HOLDERS OF FINANCIAL INSTRUMENTS, WHICH ARE SPECIFICALLY RELATED TO ITS
ECONOMIC OR FINANCIAL SITUATION ....................................................................... 53
5.18 INFORMATION ABOUT NON-STANDARD CIRCUMSTANCES OR EVENTS AFFECTING BUSINESS
PROFIT/LOSS FOR THE PERIOD COVERED BY FINANCIAL STATEMENT CONTAINED IN THIS
INFORMATION DOCUMENT ...................................................................................... 53
5.19 ANY SIGNIFICANT CHANGES TO THE ECONOMIC, PROPERTY AND FINANCIAL SITUATION OF
THE ISSUER AND ITS GROUP AND OTHER INFORMATION RELEVANT TO THE ASSESSMENT
OF SUCH CHANGES, WHICH OCCURRED AFTER FINANCIAL STATEMENT CONTAINED IN THIS
INFORMATION DOCUMENT ...................................................................................... 53
5.20 ISSUER’S MANAGING PERSONS AND SUPERVISORY PERSONS .................................... 53
5.20.1 Board of Directors ......................................................................................... 53
5.20.2 Supervisory board ......................................................................................... 55
5.20.3 ADDITIONAL INFORMATION...............................................................................56
5.22 OTHER INFORMATION ABOUT COMPANY
537
6
FINANCIAL STATEMENTS ........................................................................................58
6.1
AUDITOR’S REPORT OF THE FINANCIAL REPORT FOR THE YEAR ENDED DECEMBER 31,
2013 PREPARED IN ACCORDANCE WITH IFRS ............................................................59
6.2
FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2014 .................... 81
6.2.1 PROJECTED FINANCIAL FORECAST FOR 2014-2016 ..................................... 81
7
DEFINITIONS AND ABBREVIATIONS ....................................................................... 86
5
1
Introduction
Members of the Board of Directors and Professional Advisors
Company Name
TrophyResort Nyilvánosan Működő
Részvénytársaság
Short Name of Company
TrophyResort Nyrt.
Date and place of Incorporation
January 3, 2012 Hungary
Registration number
13-10-041236
Type of Company
Public Limited Liability Co. (PLC)
ISIN Number
HU0000112859
Board of Directors
Öregné Kocsis Petronella - Chairperson
Dr Tóth Gábor
Öreg Imre
Csák Tamás
Supervisory Board
Lieberné Nagy Alíz
Chlebda István
Ozsváth Imre
Representative of Company
Öreg Szabolcs – Chief Financial Officer
Nominated Advisor
Eurivex Ltd
2 Armenia Street, office 101
Nicosia 2003, Cyprus
Auditors
Audit Service Könyvszakértő, Adó- és Vezetési
Tanácsadó Korlátolt Felelősségű Társaság
1022 Budapest, Bimbó u. 3, Hungary
Legal Advisors, Hungary:
Dr. Annamaria Lex
Bankers:
MKB Bank, Hungary
Registered office of Company:
2038 Sóskút, Petőfi Sándor utca 39,
Hungary
Contact details:
Telephone:
+(36) 94 526 012
Telefax:
+(36) 94 526 013
Email: [email protected]
Web site: www.trophyresort.eu
6
KEY SHARE CAPITAL INFORMATION
1.1 Admission of Ordinary Shares on the Emerging Companies Market of the CSE
Authorised Share Capital
HUF 2,736,000,000
Nominal Value
HUF 200 each
Issued Share Capital
13,680,000 shares
Number of shares to be admitted
13,680,000 shares
Issue price
€0.65 per share (HUF 200)
Market value based on Admission Price
€8.89 mln
Dividend participation
from 2016
ISIN Code
HU0000112859
Trading Code
TRRE
Exchange Rate
All investors are urged to use the exchange rate of 1 EUR = 307.69 HUF for
reference and conversion of the HUF amounts into EUR.
1.2 Private Placement of Shares
Issuer’s shareholder structure, including specification of shareholder(s) holding at least 5% of votes at the
general meeting
No of shares/No of votes
Shareholding/votes at General
Meeting [%]
Öregné Kocsis Petronella*
10,788,985
78.87%
Csák Tamás*
562,500
4.11%
Others**
2,328,515
17.02%
Total
13,680,000
100.00%
Shareholder
* - Members of the board of directors
** - The 2,328,515 shares were spread among 23 Hungarian nationals and entities at the time of private
placement with the stake of each shareholder below 5% ranging from 0.12% to 4.24% stake.
The private placement of shares was held in Jan ’12 and Dec ’13 in Hungary to a limited number
of investors through private – personal connections, family members. The funds raised were used
by the company to proceed with various investments, to finance company operations and used as
working capital.
The value at which the private placement was made was determined by the previous auditor of the
company, Tibor Bene Auditor at nominal value of HUF 200 per share without any premium.
There was no other methodology used to determine the valuation of the company other than taking
the nominal value of the shares.
7
TrophyResort Nyrt. Shareholders who participated in original private placement held in January
2012 and in December 2013.
Name
Balogh Attila
Beck Tamás
Berkes Gábor
Borbély Ferenc
Borsányi József
Deák Zoltán
Dr. Takács József
Gál Valéria Mária
Gál Zsolt
Járai Zoltán
Jokhel Róbert
Máli János
Márkus Andrea
Németh István
Privat FX Investment
Prosper Pál Gyula
Simon Krisztián
Sóskúti György
Szabó Péter Rajmund
Hánka Tibor
Marek Marcin Jozef
Szilágyiné Pallagi Mariann
HOTEL TRÓFEA Kft.
Total of Small Shareholders
All shareholders
Csák Tamás
Öregné Kocsis Petronella
Small Shareholders
Total
Shares
21,000
33,300
16,500
91,800
26,700
40,600
60,000
63,000
36,666
140,000
579,600
87,000
42,000
37,500
16,666
31,250
241,800
33,333
44,800
180,000
265,000
90,000
150,000
2,328,515
Value in ft
4,200,000 Ft
6,660,000 Ft
3,300,000 Ft
18,360,000 Ft
5,340,000 Ft
8,120,000 Ft
12,000,000 Ft
12,600,000 Ft
7,333,200 Ft
28,000,000 Ft
115,920,000 Ft
17,400,000 Ft
8,400,000 Ft
7,500,000 Ft
3,333,200 Ft
6,250,000 Ft
48,360,000 Ft
6,666,600 Ft
8,960,000 Ft
36,000,000 Ft
53,000,000 Ft
18,000,000 Ft
30,000,000 Ft
465,703,000
Value in EUR
13,650.00
21,645.00
10,725.00
59,670.00
17,355.00
26,390.00
39,000.00
40,950.00
23,832.90
91,000.00
376,740.00
56,550.00
27,300.00
24,375.00
10,832.90
20,312.50
157,170.00
21,666.45
29,120.00
117,000.00
172,250.00
58,500.00
97,500.00
1,513,534.75
Percentage
0.15%
0.24%
0.12%
0.67%
0.20%
0.30%
0.44%
0.46%
0.27%
1.02%
4.24%
0.64%
0.31%
0.27%
0.12%
0.23%
1.77%
0.24%
0.33%
1.32%
1.94%
0.66%
1.10%
17.02%
562,500
10,788,985
2,328,515
13,680,000
112,500,000 Ft
2,157,797,000 Ft
465,703,000 Ft
2,736,000,000 Ft
365,625.00
7,012,840.25
1,513,534.75
8,892,000.00
4.11%
78.87%
17.02%
100.00%
TrophyResort Nyrt. Share Registry at time of listing
Name - Directly with CSD
Öregné Kocsis Petronella
Csák Tamás
Balogh Attila
Gál Valéria Mária
Jokhel Róbert
Márkus Andrea
Németh István
Simon Krisztián
Tiberii Ganko
Marek Marcin Jozef
Total of CSD Shareholders
Eurivex Omnibus
Total
Shares
10,788,985
562,500
21,000
63,000
579,600
42,000
37,500
241,800
180,000
265,000
12,781,385
898,615
13,680,000
Value in ft
2,157,797,000 Ft
112,500,000 Ft
4,200,000 Ft
12,600,000 Ft
115,920,000 Ft
8,400,000 Ft
7,500,000 Ft
48,360,000 Ft
36,000,000 Ft
53,000,000 Ft
2,556,277,000
179,723,000 Ft
2,736,000,000 Ft
Value in EUR
7,012,840
365,625
13,650
40,950
376,740
27,300
24,375
157,170
117,000
172,250
8,307,900
584,100
8,892,000
Percentage
78.87%
4.11%
0.15%
0.46%
4.24%
0.31%
0.27%
1.77%
1.32%
1.94%
93.43
6.57
100.00%
1.3 Purpose of Listing
The Board of Directors intends to raise funds through share or debt issues of new shares and/or bonds
as soon as the company is listed. The Company will be looking to raise up to HUF 1.2 bln (EUR 4.0 mln)
financing to finish the first hotel investment and start another 2 hotel investments. No decision has been
made yet concerning conditions of issue of any shares or bonds.
The Board of Directors is entitled to increase the Company's share capital until December 14, 2017,
up to the maximum amount of HUF 5,472,000,000.
8
2 Risk factors
THE ATTENTION OF PROSPECTIVE INVESTORS IS DRAWN TO THE FACT THAT
OWNERSHIP OF SHARES IN THE COMPANY WILL INVOLVE A VARIETY OF RISKS
WHICH, IF ANY WERE TO OCCUR, COULD HAVE A MATERIALLY ADVERSE EFFECT ON
THE BUSINESS OR FINANCIAL CONDITION, RESULTS OR FUTURE OPERATIONS. IN
SUCH CASE, THE MARKET PRICE OF THE ORDINARY SHARES COULD DECLINE AND
AN INVESTOR MIGHT LOSE ALL OR PART OF HIS OR HER INVESTMENT.
In addition to the information set out in this document, there are a number of potential
risk factors that have been considered carefully, and should be taken into consideration
when evaluating the company for investment. The following factors do not purport to
be an exhaustive list or explanation of all the risk factors involved in investing in the
Company and they are not set out in any order of priority. In particular, the Company’s
performance might be affected by changes in market and/or economic conditions and
in legal, regulatory and tax requirements.
Additionally, there may be additional risks of which the Board is not aware or believes
to be immaterial which may, in the future, adversely affect the Company’s business and
the market price of the Ordinary Shares.
Furthermore, before making a final investment decision, prospective investors should
consider carefully whether an investment in the Company is suitable for them and, if
they are in any doubt, should consult with an independent financial adviser
authorized by CySEC which specializes in advising on the acquisition of shares and
other securities in Cyprus.
Risks involved with an investment in the Company include:
2.1 Risk factors connected with the environment in which the
Issuer runs its activity
2.1.1 Macroeconomic risks
The operation and success of TrophyResort, Nyrt. is basically related to the situation
of tourism in Hungary and at regional level. Now, as tourism oriented travels are
characteristically paid for from disposable income, and they are based on business
decisions, the performance of Hungarian and regional tourism is to a great extent
influenced by international and domestic macroeconomic events, and as a result, by
the change of demand: the trend of amounts available for travel, the frequency of
travels, and the popularity of individual motivation factors.
Should there be negative changes occurring in respect of national and/or regional
macroeconomic circumstances, should the pace of economic growth be decreased,
and the external and internal balance positions be weakened, then the Company will
not be able to render itself independent from the impact of any unfavourable processes
potentially incurred.
2.1.2 Regulatory risks
In the last couple of years, unpredictable and unexpected changes to the regulatory
environment or significant turns regarding governmental economic policy were not
uncommon in Hungarian economy. The trends in economic policy, and through that of
inflation, exchange rate policy and the interest rate environment, may have a significant
impact on the return on the investment of shares. In addition thereto, the frequently
9
and unpredictably changing national legal and taxation environment also represent a
risk, and changes may have a significant impact on the Company’s business activities
and financial results.
Additionally, In the past couple of years, unpredictable and unexpected changes to the
national regulatory environment have become even more frequent than in the past,
also with special regard to certain industrial sectors, not only in respect of the entirety
of the economy. It cannot be excluded that also the tourism and hotel sector, or
individual participants thereof would also be affected in the future by regulatory
changes of such nature that are of unpredictable timing, extent, and that fundamentally
influence the results of the Company in a manner that cannot be estimated in advance.
2.1.3 Political risks
Although in general the national and regional political situation has only little influence
on the operation and success of the Company, but the development of situations where
operations and sales are made more difficult, or in an unfavourable situation even
prevented, cannot be excluded.
2.1.4 Risks connected with the tourism sector
Hungary, as a touristic destination, does not dispose of a uniform and attractive image,
or a strong and unique brand. Although in the past couple of years there is a shift to be
perceived towards the West, and Hungary is no more listed as an “Eastern” country in
several surveys, and where the general opinion on Hungary among foreign tourists is
favourable, the reputation of the country and the relative weakness of personal ties
may have a negative effect on the occupancy and success of the accommodations
operated by the Company.
In comparison with other European countries, the rate of domestic tourism is relatively
low: whereas in the case of countries able to demonstrate favourable trends of tourism,
the ratio of domestic travels is 60%, in Hungary this figure is 50%. Domestic tourism
related activity is low, as just over 30% of the Hungarian population plan domestic
travels of several days. The social acceptance rate of domestic tourism is relatively
low, and that of travels abroad is higher than that of the domestic ones. It is a general
opinion and hard to change that domestic tourism is expensive, and supply is poor as
compared to other countries. It may be that this opinion will further be strengthened,
and this could have a negative impact on the success of the Company.
The achievements of Hungary as regards tourism is below the European average, so
there should be a pace of development achieved that exceeds the average in each
segment in order to be able to catch up with others. Although holiday vouchers still
available in the market, as well as “long weekends” related to public holidays may
counterbalance part of the unfavourable factors, the decrease of the pace of Hungarian
economic development, the prolongation of the loan crisis, and, in parallel, the trend of
domestic demand and of disposable income may potentially have a negative impact
on the achievements in the tourism sector in the foreseeable future.
2.1.5 Exchange rate risks
The trends of turnover and revenues in the domestic tourism sector may be
substantially influenced by the HUF exchange rate as compared to foreign currencies,
with special regard to the EUR. The trend of the exchange rate may influence among
guests the choice between domestic and foreign destinations, as well as the value
realisable in HUF of prices fixed in foreign currency for the entire period of the season.
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A change of the exchange rate in a direction and to an extent that may decrease the
revenues and profits of the entire industrial sector cannot be excluded.
The Company plans to define and announce the rates of the hotels and other facilities
basically in Hungarian Forints and the time-share prices would be set in this currency
too. The vast majority of the raw materials and services used will be purchased also in
the Hungarian market and this limits the effects of the changes in the exchange rates.
However, the change in the exchange rates may reach an extent, where the effects
directly or indirectly increase the costs, expenses of the Company and it has such an
impact on the guests’ income situation, which can affect the revenues of the Company
as well.
2.1.6 Risks pertaining to the operation of the time-share system
The system of time-share has been known for a long time, to a wide range of people,
and opinions about it are in general favourable among users. However, there are also
negative statements to be heard of or read about in respect of the system, by
disappointed customers. The reason for those may be information provision that is not
entirely correct and wide-ranged prior to purchase, in the absence thereof customers
may view the payment of annual operating and maintenance charges as a negative
aspect. The judgement of the system may also be less favourable due to the
dissatisfaction of customers who are uncertain about whether they would be able to
utilise their holiday units subject to due frequency. Although the Company specifically
aims to employ, train, control (by management) on a continued basis, and supervise
the work of a correct time share sales staff by background materials and regulations,
it is possible that an unfavourable assessment of the system of time share may have
a negative impact on the results of the Company.
By the time of the signing of this Information Document, the Company has already
elaborated in detail the methodology, management and process description of Time
Share sales. These detailed pieces of documentation will serve as a basis for the sales
of time share (which process is connected at many points to the provision of occupancy
rates for the hotels).
In spite of the above, various risks that may put at hazard the efficient sales of time
share may not be excluded. These risks may include if there are few guests attending
the presentations advertised, or if in the event of a high participation rate the Company
will only be able to achieve low sales rates. It may also be the case that services related
to time share (exchange, bonus week, resale) do not work as expected, and thus the
efficiency of sales will decrease. It may also be that some customers will become
dissatisfied with their Time Share exchange partner.
Changes to the family status or financial circumstances of the owner of time share,
their potential dissatisfaction or the execution of a will may cause the owner to decide
to sell their time share. The resale of time share may cause problems for owners in
certain cases, primarily due to the insufficient nature of objective comparable prices. In
several cases this may entail dissatisfaction between owners wiling to resell and
interested parties intending to buy. In addition thereto, a problem may be the vast
number of offers by the new facilities: newly built facilities must be sold as soon as
possible, therefore it is not in the interest of the main contractor and the operator of
many Time Share facilities to participate in the resale market. Due to potential problems
of resale it is possible that the revenues of the Company and thus its result will
decrease, also having an impact on the return of investment in shares.
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2.1.7 Risks related to the market competition
There is an intense competition in the Hungarian tourism and hotel market. The price
and the quality as well as the complexity of the services play equally important roles in
this competition. Although the Hotel and entire complex center to be operated by the
Company will face no competitor in its direct region, several 4* hotels operate in the
wider region in Hungary, Austria and Slovenia. Multiple facilities in the area offer similar
services like the ones to be provided by the Company (Wellness, Spa, Adventure Park,
health) although the complexity of their services is not at the same level.
The Time-share market is also very competition-driven in Hungary. Many companies
offer Time-share type rights and also other forms of timeshared recreation.
Despite of the late market introduction, according to the plans the Company will be a
recognized player in the tourism and hotel market of the region but in order to keep its
position it will have to continuously fight for the clients’ satisfaction both in terms of
pricing and services. A possible further strengthening in the intensity of the competition
may result in the reduction of the achievable recovery rate and profitability and it may
also generate substantial investment requirements.
2.1.8 Risk related to the changes in the consumption patterns
The consumption patterns, the guests’ expectations change slowly and gradually in the
tourism and hotel market of the region. The regular satisfaction surveys and various
market researches the Company plans to carry out will help tracing the changes and
they can be used well during the elaboration of the investment and development plans.
Tracing the tendencies and training the employees are part of the plans in the servicing
industry. Even so, after a certain time the hotel or rooms design may not be satisfactory
for a part of the clientele. By time, the hotel services (restaurant, wellness, parks, etc.)
may also become inappropriate to meet the guests’ demands. The Company may be
forced to offer special discounts, carry out unforeseen investments or pay unplanned
costs, which may all reduce profitability.
2.2 Risks characteristics of the Company
2.2.1 Risk of the ongoing investments
The investments launched by the Company are at advanced stages. The building
investment of the complex center in Hátszentjakab and the formation of the necessary
organizations and procedures are underway. The investment is going on as planned.
However, possible delay cannot be entirely excluded. Such delay may have negative
effect on sales revenue and profitability of the Company.
Despite of the careful designing and selection of the contractors certain building
defects may be revealed during the use only and this can induce even substantial
extraordinary expenses, investments. Besides that, during the operation technical
defects (broken pipe, power failure or heating failure) may occur at high frequency and
the correcting activities may require time and resources causing even the decrease in
the guests’ satisfaction level.
2.2.2 Risks connected with the implementation of necessary
developments
The Company has executed very considerable investments during the past months
and the implementation of the further short and medium term plans will continue as
well. The financing of these developments seems to be ensured partly from our own
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sources, partly from state and EU supports and in a smaller part from loans. Although
it does not happen frequently in the hotel and tourism industry, but the sharp
competition may force us to make further unforeseen developments. The Company
may not be able to finance these further developments from its generating cash-flow
and the sources available and this may have a negative impact on the medium term
profitability.
2.2.3 Risk of losing key managers
The management has a key role in the business performance and success of the
Company. Elaboration of strategy, implementation of investments, obtaining state
subsidies, definition and supervision of operation processes, keeping clients and
guests all highly depend on the skills and enthusiasm of these experienced
professionals. The stipulation “Prohibition of management competition” in this form is
not part of the managers’ contract as according to previous experiences it can easily
be evaded. The Company strives to keep these key professionals by cultivating the
existing tight connections and offering them competitive job conditions. However, there
is no guarantee against a bad scenario when the Company may lose one or more
experienced professionals.
Furthermore, our future is heavily reliant on the continuing services of our senior
management, its existing founders have played an integral role in the development of
the company and will provide strategic direction for the company as it goes forward.
Therefore, a fundamental risk factor relating to skilled personnel in our organization will
be if one or more members of the senior management team were to leave.
We concede that they would not be easily or quickly replaceable and that as such a
failure to retain the company's senior management would adversely affect the
company's operations, results and financial position.
2.2.4 Risks connected with the pricing model
The pricing process regarding the hotels and facilities intended to be operated by the
Company was preceded by detailed analysis, but it is possible that the room prices
advertised would prove to be too high or too low as compared to market demands and
the concepts envisaged by the management of the Company. It may be that the
Company will not be able to adequately address the targeted scope of customers, or
that other than the scope of guests envisaged would be formed. It may also be that the
occupancy rate of the hotels will remain below the expected levels despite the detailed
and elaborated plans.
2.2.5 Risks connected with the operating license
The Company has started the investments based on detailed plans elaborated
carefully for every area, in cooperation with the authorities. Still, during the
implementation of the investments some problem may occur or certain rules may
change in a way that the authorities finally refuse to issue required permits.
2.2.6 Risk related to the dependence on the hotel employees’ work
The Company does its best to follow the most careful procedure during the precisely
regulated selection and the following training of the hotel employees and by applying
proper motivation and incentive systems, organizing trainings and using the methods
of competence management make the employees carry out outstanding performance.
The already prepared code of ethics, code of attitude and code of behavior are all
aimed at regulating the employees’ work for this purpose. However, it cannot be
reasonably excluded that certain employees may reduce the satisfaction level of
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certain clients during their work and this may have a negative impact on the profitability
of the Company, which in turn strongly depends on the performance of these
employees.
2.2.7 Tax risk
The tax authorities are authorized to inspect the tax-related affairs of the corporation,
for a period of five years from the given tax year. In case of a future tax inspection it is
possible that findings will be made at the corporation which will involve significant
expenses.
In case of the business tax and the other local taxes, currently the corporation pays the
maximum tax that can be imposed by the local governments. However, with regard to
local taxation it is possible that due to the regulatory changes, the tax burden will be
increased.
2.2.8 Risk of delay in state aid payment
Since 2010, the Company (and its legal predecessor) has concluded several grant
contracts, by which it has obtained a source of financing its investments. Donation
financing granted to the company amounts to HUF 1,046,346,058. Up to date HUF
327,399,710 of donation financing has been received by the Company. HUF
718,946,348 financing of granted donation is expected to be received by the Company
in the next months. Additional support expected by the Company to be granted in 2014
amounts to HUF 582,070,000. The usually subsequent payment order is regulated in
detail by the contracts and they bind it to the progress of the investment. It is possible
that due to the delay of government bodies or due to an unfavourable development of
the budgetary situation the payment of the due grant amounts becomes more or less
delayed. In this case, the Company may become forced to seek financing from other
sources or postpone other investments, thereby impairing its effectiveness.
2.2.9 Risk of non-compliance with the terms and conditions of the
state aid, risk of repayment
The concluded grant contracts impose various obligations on the Corporation, the
failure to comply with which may result in the withdrawal of the contract by the sponsor,
furthermore, if the Corporation does not fulfil completely its obligations undertaken in
the contract, it has to pay back the grand and the interest charged.
It cannot be excluded that the Corporation fails to meet certain future conditions or
obligations, due to which it may become forced to seek for other forms of funding,
reducing its effectiveness.
2.2.10
Risk of substantial capital rise and/or debt rise
The Company will be looking to raise up to HUF 1.2 bln (EUR 4.0 mln) financing to finish the
first hotel investment and start another 2 hotel investments. No decision has been made yet
concerning conditions of issue of any shares or bonds.
The Board of Directors is entitled to increase the Company's share capital until December 14,
2017, up to the maximum amount of HUF 5,472,000,000 i.e. the maximum amount of the share
capital may be HUF 5,472,000,000. No decision has been made yet concerning conditions
of issue of any shares or bonds.
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2.2.11
Risk of not acquiring required financing to complete the
first investment in the hotel business
Total investment of the renovation of the first hotel amounts to HUF 2.7bn. HUF 554mn
donation financing has been granted to the Company, while further HUF 685mn is
expected to be granted. Assuming that all expected grants are acquired, own financing
required by the Company for this investment amounts to HUF 1.2bn. The Company
covers required own financial contribution with retained earnings, bank loans and
issues of new shares and/or bonds. Up to date HUF 1.1bn of further financing is
required to cover the whole sum of own financial contribution.
The Company will be looking to obtain required financing by issues of new shares
and/or bonds as soon as its shares are introduced into the ECM/CSE. There is a risk
that the Company will not obtain required financing. Additionally, it cannot be
completely excluded that some of expected grants will not be acquired by the
Company. In that case the whole investment may be delayed and the Company may
be forced to abandon part of the investment.
2.3 Risk factors associated with capital market and the Introduced
Shares
2.3.1 Risks of fluctuations in share prices and insufficient market
liquidity
Prices of the stocks traded are volatile and depend on the unpredictable changes in
supply and demand forces. Moreover, the ECM/CSE is characterized by the relatively
low liquidity. Therefore there is a risk that investor acquiring TrophyResort, Nyrt. shares
will not be able to sell them with the satisfactory price and/or assumed volume.
Investors should account for the risk of experiencing loss as a result of selling the
stocks at the price lower than the initial price and also temporary inability to sell
acquired stocks.
2.3.2 Admission of Shares on ECM/CSE
The application for admission to trading of the Company’s shares on the CSE
concerns the Emerging Companies Market (E.C.M.) which is a non-regulated market
and constitutes a Multilateral Trading Facility as this is defined and described in the
Investment Services and Activities and Regulated Markets Law 144 (I) /2007, and to
which apply for admission emerging and smaller-sized companies than those
companies listed on the regulated markets of CSE.
The shares of TrophyResort, Nyrt. do not constitute suitable investment for all
investors and each prospective investor investing in any shares listed in an
unregulated market such as the E.C.M. market of the CSE should evaluate the
appropriateness of an investment in securities on a non-regulated market taking into
consideration its particular characteristics.
In particular, each potential investor should:
15
• Have the necessary knowledge and experience so as to be able to carry out a
meaningful evaluation and understanding of risks inherent in such an investment, in
the context of his/her economic situation, the investment in the shares of the
company and the impact of such an investment in his/her total portfolio.
• Have sufficient financial resources and liquidity in order to be able to bear all the
risks of his investment.
• Acknowledge that he may not be able to sell his shares for a long time or at all and
• Be able to evaluate (either himself or through financial advisers) possible scenarios
regarding the factors that may affect his investment like the wider economic
environment, or other factors, and his ability to take risks contained in his investment.
2.3.3 Currency risk related to the share price
The Company's shares will be quoted in EUR while the Company's financial results are
reported in HUF. Thus, investors should be aware of the currency risk relating to the
share price. Significant fluctuations in the HUF/EUR exchange rate may influence the
value of the stock and the share price denominated in EUR.
2.3.4 Changes in Share Price and Market Depth
The shares of the Company, provided that its application for listing on the CSE is
approved, will be admitted for trading on the E.C.M market of the CSE. Capital
markets internationally are subject, from time to time, to share price fluctuations as
well as to fluctuations on the volume of transactions.
The Company’s share price can be subject to fluctuations that result from the
mentioned fluctuations of international capital markets and which are not directly
connected with the activities and the prospects of the Company. The general
economic, political and capital market conditions, as for example the economic
recession, the fluctuations of interest rates and exchange rates may significantly
influence both the share price and the demand for shares of the Company.
Also, the Company’s financial results may, from time to time, deviate considerably
from the expectations of investors and analysts. Each one of these situations can
contribute to the reduction of the Company’s share price. Any weakness of the
investment public to evaluate immediately and effectively the prospects of Company
can cause important fluctuation in the share price of the Company during trading.
Moreover, the marketability of the Company’s shares may be low as a result of the
low trading volumes of the CSE compared to other international markets. There is no
assurance that the Company’s shares will not trade on the Cyprus Stock Exchange at
a lower value than their issue price.
2.3.5 Market Depth
A potential sale of a substantial number of shares of the Company following its listing
on the E.C.M market of the CSE may adversely affect the share price due to the
limited market depth of the Cypriot stock exchange market.
According to the CSE regulations all the shares will be freely negotiated without any
transfer restrictions.
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2.3.6 Disclosures
For purposes of disclosure, the Company at the date of listing has no debt
instruments, preferred securities, or convertible instruments that convert to capital
ownership that take priority, in the event of a liquidation process, over the common
stock being listed.
3 DECLARATIONS OF PERSONS RESPONSIBLE FOR
INFORMATION CONTAINTED IN THE INFORMATION DOCUMENT
3.1 Statement of the Issuer
According to our best knowledge and with due care exercised to ensure, information
contained in the Information Document is true, fair and reflects the facts and the
information Document does not omit anything that could affect its significance and
valuation of financial instruments introduced to trading, and the document provides a
reliable description of risk factors related to participation in trading in given instruments.
3.2 Statement by Adviser
According to our best knowledge and pursuant to documents and information provided
to it by the issuer, information contained in the Information Document is true, fair and
reflects the facts and the Information Document does not omit any facts that could
affect its significance and valuation of financial instruments introduced to trading, and
the document provides a reliable description of risk factors related to participation in
trading in given instruments.
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4 INFORMATION ABOUT FINANCIAL INSTRUMENTS
INTRODUCED
4.1
Detailed specification of types, number and total value of financial instruments including
types of privileges, any restrictions on transfer of rights attached to financial instruments
and safety measures or additional benefits
The Issuer has decided to list its shares at nominal value - HUF 200 or EUR 0.65 per share
without any premium.
Under this Information Document, the following shares are being introduced
(‘Introduced Shares’) to trading in ECM/CSE:
Number of shares
13,680,000
Type of shares
Ordinary registered shares
Nominal value
HUF 200 each
Total nominal value
HUF 2,736,000,000
4.1.1 Information about subscription or sale of financial
instruments concerned by the application for introduction
which took place within the last 12 months preceding the
date of submission of the application for introduction
The Board of Directors at a session on 04.08.2014 decided unanimously to authorize
the Issuer to apply to list its shares on the Emerging Companies Market of the Cyprus
Stock Exchange.
The extraordinary General Meeting of TrophyResport Nyrt. held on December 15, 2013
adopted HUF 1.236.000.000 share capital increase. On 15 December 2013 6.180.000
shares of the fourth series with a par value of HUF 200 each were offered to Öregné
Kocsis Petronella, the CEO of the Company. The issue price amounted to HUF 200.
The issue price was equal to the par value. Öregné Kocsis Petronella has acquired all
offered shares on December 15, 2013. Issue costs amounted to HUF 350,000. All costs
were related to preparing and implementation of the offering.
Within the last 12 months preceding the date of submission of the application of
introducing several transactions of sale of TrophyResort Nyrt shares took place. No
offers were made by the Issuer during these transactions.
4.2 Privileges, restrictions on transfer of rights attached to
introduced shares, safety measures and additional benefits
4.2.1 Privileges, safety measures and additional benefits
There are no privileges, safety measures and additional benefits attached to
Introduced Shares.
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4.2.2 Restrictions on transfer of Introduced Shares resulting from
Issuer’s Certificate of Incorporation
The Issuer’s Certificate of Incorporation does not restrict the transfer of offered shares
in any way.
4.2.3 Voting rights
One equity share entitles its holder to one vote.
Rules on participation in the General Shareholders Meetings and of exercise of
voting rights
Voting rights attached to shares are determined by the face value of such shares. All
ordinary shares normally represent one vote.
Shareholders may exercise their voting rights if their name is registered in the register
of shareholders by 18:00 hours on the second working day preceding the day of the
general meeting.
The board of directors shall issue voting tickets to each shareholder allocating voting
rights among shareholders according to the number of shares they hold. The voting
tickets also serve as a license to attend the general assembly.
A "Shareholder Group" is defined as a group of Shareholders whose control must be
counted together for the purposes of determining whether they are capable of acquiring
control in a public limited company as defined in Hungarian Act CXX on the Capital
Market, and calculating the actual degree of their control.
4.3 The Issuer’s basic policies concerning future dividend
payments
Shareholders shall be entitled to the proportionate ratio (dividend) in respect of the
nominal value of their shares from the profit of the Company distributable as per the
relevant legislation and ordered to be distributed by the general meeting. The general
meeting shall decide about the payment of dividends at the same time with the
acceptance of the report as per the Accounting Act, upon the proposal made by the
Board of Directors. The dividend due to shareholders may also be provided in the form
of non-cash benefits representing assets. All shares have equal rights to receive
dividend.
The Management Board will not recommend the Company to pay any dividends for
2014 and 2015.
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4.4 Taxation rules concerning income related to holding of and
trading in financial instruments referred to in the Information
Document, including the tax agent
4.4.1 Hungary –Income Tax Convention
Taxation rules concerning dividends
Hungarian individuals pay personal tax on worldwide income, including dividends
which they receive at a rate of 16%. Dividends paid to non-resident individuals by a
Hungarian company may be subject to a withholding tax at 16%, unless such a rate
is reduced or different under the applicable double taxation treaty.
Dividends received by a Hungarian company are exempt from dividend tax, except
for controlled foreign corporations. No withholding tax is levied on dividends paid
by a Hungarian company to a non-resident legal entity.
According to the Hungarian taxation rules the dividend payer acts as a tax agent.
Taxation rules concerning capital gains
According to Article 13 of the of the Hungarian –Income Tax Convention gains from
the sale, exchange, or other disposition of shares realized by non-residents may be
taxed in the country where person is resident.
5 INFORMATION ABOUT THE ISSUER
5.1 Issuer
Name of the Company
TrophyResort Nyilvánosan Működő
Részvénytársaság
Short name of the Company
TrophyResort Nyrt.
Legal form
Public limited company
Registered Office
2038 Sóskút, Petőfi Sándor utca 39
Office
2038 Sóskút, Petőfi Sándor utca 39
Phone
(36) 94 526 012
Fax
(36) 94 526 013
E-mail
[email protected]
Website
www.trophyresort.eu
Registered by
Registry Court of Budapest Region
Company no.
13-10-041236
Tax no.
23705373-2-13
5.2 Term of the Issuer
The Issuer has been founded for an indefinite period.
5.3 Legal regulations under which the Issuer was formed
The Issuer was formed as a public limited company under the law of the Hungary.
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5.4 Court that decided to enter the Issuer into the appropriate
register, and if the Issuer is an entity that needed a permit to be
formed – subject matter and number of the permit as well as
the authority that issued the permit
The public limited-liability company TrophyResort Nyilvánosan Működő Részvénytársaság
(seat: 2038 Sóskút, Petőfi Sándor utca 39.) is registered by the Court of Registry of Budapest
Region, as Court of Registry, at company reg. no. 13-10-041236. The company was initially
incorporated on 7 March 2007 as HELPER SERVICE Kft. The address of the company
never changed, however, when the company was transformed into a Zrt (or Public Co)
(from the Kft or Ltd Liability Company it was earlier) its tax number and registration
number changed.
5.5 Short background information on the Issuer








March 2007 – Helper Service Ltd. was founded;
December 2009 – purchase of Hotel Trófea in Hegyhátszentjakab;
October 2011 – beginning of reconstruction works of the hotel;
January 2012 – transformation of the company into private company limited
by shares through the issue of 500,000 shares taking the total to 550,000
shares of HUF 200 each worth HUF 110,000,000;
January 2012 – decision to increase in authorized share capital to HUF
1,500,000,000 and change the name to TrophyResort through the issue of
6,950,000 ordinary shares with a par value of HUF 200 each to a select
number of investors in Hungary. New total capital is thus 7,500,000 shares
which at HUF 200 each give a value of HUF 1,500,000,000.
July 2012 – transformation into a public limited company;
December 2013 – sale of 100% shares in J.B.Natural s.r.o.;
December 2013 – increase in share capital (registered on February 2014) and
the issue of 6,180,000 shares of HUF 200 each to a select number of
investors in Hungary, raising the total issued share capital to 13,680,000
shares worth HUF 2.736.000.000.
5.6 Types and values of the Issuer’s equity (funds) and rules of
their formation
Issuer’s equity as of December 31, 2013
Shareholder’s equity
Issued capital
Ownership shares**
repurchased at book value
Accumulated profit reserve and
current profit after tax
000’ HUF
1538242
1466930
EUR*
5 181 255
4 941 055
-73326
-246 984
144638
487 184
* EUR/HUF exchange rate as of December 31, 2013 according to NBP: 296.886 HUF per EUR.
** The ownership shares as shown above were lent by the principal owner, Petronella Öregné Kocsis,
will be taken back by her. They were only used as a guarantee for certain business deals.
The company has not created any other funds than presented above.
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5.7 Information about any unpaid portion of share capital
All share capital issued till date has been fully paid up. The only case where one shareholder
had not paid his contribution, for which there is a mention in the accounts describing it as
issued shares but paid common shares was resolved after the due balance was paid, which
means all the shares are currently fully paid up at the time of listing.
5.8 Information about the projected changes to share capital due to
bondholder’s exercising their rights attached to convertible
bonds or subscription warrants (priority rights) attached to
bonds, including the amount of a conditional share capital
increase and date bondholder’s rights to acquire new issue
shares expire
The Issuer has no outstanding convertible securities, exchangeable securities with
warrants.
5.9 Number of shares and value of the share capital by which the
capital may be increased under the articles of association
authorizing the board of directors to increase the share capital
within the authorized share capital, as well as the number of
shares and value of the share capital by which the share capital
may be increased as specified above during the Information
Document’s validity period
The Board of Directors on the basis of the authorization granted by section XII/10 of
the Articles of Association is entitled to increase the Company's share capital until
December 14, 2017, up to the maximum amount of HUF 5,472,000,000 (i.e. the
maximum amount of the share capital may be HUF 5,472,000,000 following the capital
increase) by the issue of up to 13,680,000 shares in one or more instalments (in one
or more instalments during one year) by way of private or public issue of shares.
5.10 Financial instrument markets on which the Issuer’s financial
instruments or the related depositary notes are or were traded
The Issuer’s financial instruments have not been traded on any regulated or
unregulated market.
5.11 Basic information about organizational or capital relations of
the Issuer having a significant impact on its business,
including essential units of its group; for each unit, at least the
(business) name, legal form, registered office, business objects
and the Issuer’s interest in the share capital and total vote
TrophyResort Nyrt. forms capital group that consists of 2 companies: the Issuer which
is TrophyResort Nyrt. and ŐRSÉG MEDICAL CENTER Kft. the company controlled by
the Issuer.
Capital structure of the group companies:
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TrophyResort Nyrt.
100% shares
100% votes
ŐRSÉG MEDICAL CENTER Kft.
Őrség Medicalcenter Kft (Ltd) is a 100 % owned company of TrophyResort Nyrt. The
Őrség Medicalcenter Kft scope is to finish and run the medical center project: build
and manage the Medical Center what will offer normal and alternative medical
services for the people.
The chairman of the Board of Directors is Öregné Kocsis Petronella, the current
majority owner of the company and Öreg Imre, who is also a member of the Board of
Directors is her father in law, the Chief Financial Officer, and Öreg Szabolcs is her
husband.
Besides these, there are no other relatives either in the company’s Board of Directors,
or in the Auditing Committee or in any other area of the company.
5.12 Basic information about main products, goods or services,
together with their value and quantity and share of each
group’s products, goods and services, or, if essential,
individual products, goods and services in total sales of the
group and the Issuer, broken down to business segment
5.12.1
Company profile
TrophyResort, Nyrt. builds a chain of luxury hotels providing additional wellness, health
and medical services to its customers. The company implements a timeshare concept
to its activities. The first hotel with a medical center is located in Hegyhátszentjakab
(Hungary). The Company plans several further Investments in the hotel business.
Another business line is project management. The Company provides its clients
undertaking investment projects with comprehensive advisory services consisting of
project planning, preparing feasibility studies, financial planning, acquiring EU grants,
machinery and equipment procurement, selection of contractors and coordination of
works of all parties involved. The Company will continue to provide project
management services in the next years to ensure liquidity for the main activity.
By reliance upon the complex wellness center and the chain of additional hotels to be
purchased at a later point of time, the Company elaborated a system for the sales of
timeshare. Buyers of the timeshares shall obtain a right of use in respect of the
apartment/hotel room purchased. Reservations and exchanges shall be facilitated
online in each case, through the website’s reservation system. The owner of the
timeshare shall be entitled to use all free-of-charge services of the hotel, and shall be
entitled to discounts from services available for payment.
23
Due to reconstruction works the first hotel was out of service in 2013. The hotel has
been closed since May 2012. Most of the reconstruction works will be completed by
the end of 2014, while last investments relating to medical services will be finished in
the first half of 2015. The complex wellness center will consist of four-star superior
hotel with a healthcare center and further facilities providing entertainment and leisure
opportunities.
Due to reconstruction works of the first hotel the project management branch was a
main source of revenues in the last year. Most of 2013 sales revenues resulted from
advisory services provided by the project management branch while almost a quarter
of sales revenues resulted from foreign trade (mostly imported machinery and
equipment for projects managed by the Company).
5.12.2
Mission, vision and strategic objectives
Mission
The Company’s mission is to offer premium medical specialist, health and hotel
services, thus also contributing to a high-level lifestyle. Furthermore, the mission is to
make high-quality services available to larger masses, thereby creating a real-life
experience for every guest of TrophyResort, thus contributing to a better lifestyle
niveau.
„…because beauty begins with health…”
Vision
During daily operation, beyond profitability indicators, the Company keeps in mind a lot
higher aim: the Company intends to make Medical Center and TrophyResort Őrség
one of the leading medical and hotel chains of Hungary and Central-Eastern Europe in
the following 5 years, and thus to create a new superbrand, by continuously enhancing
the corporate value to our Partners’, Guests’ and Customers’ entire satisfaction.
Strategic objectives
While retaining some of the previous activities, the main activity of TrophyResort Nyrt.
has become hotel operation from 2010. The corporation’s strategy is focused on the
development of the complex wellness centre consisting of four-star superior hotels,
apartments, a healthcare centre and further facilities providing entertainment and
leisure opportunities (adventure park, theme park, etc.).
The Board of Directors plans several further investments in the hotel business. The
strategy is to purchase existing hotels, renovate and enhance them to provide
additional wellness and medical services. The Board of Directors has already identified
2 additional hotels that the Company would like to include into the chain by the end of
2015.
TrophyResort Nyrt. intends to operate primarily in the Hungarian and international
tourism and hotel market, combining the classic and luxurious hotel services with
services and products that are still unique in the market and which will be cutting-edge
ones in the future. Its mission is to create a Hungarian-founded network of hotels that
is able to expand internationally and which is competitive also in the foreign markets while maintaining an ethical and fair business operation - in order to ensure a longterm and profitable way of operation.
24
During the daily operation, apart from the economic indicators the Board of Directors
have a much higher purpose, too: they would like to make TrophyResort Nyrt. one of
the leading hotel chains of Hungary and Central and Eastern Europe during the next 5
years, by which they would create a new superbrand, by continuously increasing the
goodwill, to the complete satisfaction of its partners, clients and investors.
Under the TrophyResort franchise, the Company intends to create a new brand that
represents the luxury category. Its members would be the smaller accommodations
operated as a club, to be purchased or built later on, respectively, those joining the
franchise system.
In the strategic plans of the Company the sale of timeshares has a major significance.
Once the system starts to operate, revenues related to the timeshares may account for
20% of all the planned revenues. In order to support the sales of Time-shares,
development of an own exchange system is planned, as well.
5.12.3
Main activity: hotel industry
After the legal predecessor of the corporation purchased a hotel in Őrség,
Hegyhátszentjakab in 2009, the focus of the corporation’s activities started to shift
towards the hotel industry.
The corporation has been executing significant investments and its strategy is focused
on the development of the complex wellness centre consisting of four-star superior
hotels, apartments, healthcare centre and further facilities providing entertainment and
leisure opportunities (adventure park, theme park, etc.) which already exist or are to
be established as a result of investments currently in progress. By building on the
wellness centre and the network of further hotels to be purchased according to the
plans, the corporation has worked out also the system of timeshare sales.
Location of TrophyResort Őrség
Hegyhátszentjakab is located at the
border of Őrség in Vas county. In
addition to domestic tourists, the triple
border makes available also a wide
range of foreign guests: the town is
located for 30 km from Croatia, 20 km
from Austria and 18 km from
Slovenia.
Within a radius of 90 km, there are
several major airports: the nearest
one in Sármellék is located for 50 km,
the airport of Slovenia in Maribor is
located in a distance of 90 km and the
airport of the Austrian Graz is 95 km
far.
Medical services can expect a great
demand in Austria and Slovenia,
where - due to the more favourable
price conditions - there is great
demand. Within a radius of 100 km
around the facility, there are no similar
facilities with a similar complexity.
25
In the public mind, Őrség is related to countryside tourism and so far no four-star hotels
have existed in the region. The nearest one, Park Inn****, is operated in Sárvár near
the spa, and there is also the newly opened Spirit***** Hotel.
The name of Őrség itself is a great tourist attraction. It is also proved by the fact that
the term “Gate of Őrség” has become a tourist cliché. Őrség is one of the top ten most
dynamically growing tourist destinations in Europe. From the aspect of tourism, not
only the towns of the historical, ethnographic or statistical micro-region are dependent
on each other but also the bordering parts of the surrounding regions - Vendvidék,
Hetés and Goričko - enhance the offer and enjoy the benefits of “belonging to Őrség”.
A part of the small farms along the border has transformed into organic farms, and the
emptied then renewed houses have been transformed into accommodation places,
thus the fans of ecotourism can enjoy the relatively undisturbed natural values of the
landscape, and the preserved or reconstructed cultural, historical and religious
monuments.
The offer of TrophyResort Őrség before the renovation
started in May 2012
In 2009, the legal predecessor of the corporation purchased the Trófea Guest House located in Őrség, Hegyhátszentjakab and closed for many years - (address: Kossuth
u. 3/B, lot number: 11) which consisted of the currently operated hotel, 10 apartments
and the former camping bath.
The property is situated on an inner area plot of 9,900 m² with ancient trees and a
usable area of 2,500 m². The old guest house was created from a mansion built at the
beginning of the last century, partly demolished and rebuilt 10 years ago. The building
is located in a holiday resort within Őrség, which is quite popular from the aspect of
tourism: its major summer attraction is the Vadasa lake, which is also a swimming lake
and which has been surrounded by youth hostels and camping sites already in the
decades before the regime change.
During the period between February and August 2010, the legal predecessor of the
corporation had the Trófea Guest House renovated from about HUF 90 million.
From the former guest house a hotel with three-star services was created. All the rooms
have been renovated, and the number of rooms was increased from 12 to 19. The
rooms are designed for 2-3-4 persons, each with a private bathroom, cable TV, minibar, partly with a large LCD TV and Jacuzzi. The complete building engineering
network and the heating system were modernized, the covered pool area was
expanded and the sauna was replaced with a larger one. New services were
introduced: the reception desk, the bar, the billiard room and the diner were created.
They re-created the offer of hot meals and a new kitchen was built (with a capacity of
cooking for 150 persons) from HUF 22 million, including the new technology.
26
Visualization of the exsisting 3*(developed to 4*), with the new superior hotel building
after the reconstruction.
The hotel has been closed since May 2012 due to an extensive renovation. Sales
revenue of the Issuer from the hotel business in 2011 amounted to HUF 160mn.
The time-share system
5.12.3.3.1 The Definition of time-share
There are many types of holiday property usage rights limited in time: shared
ownership, private holiday clubs, destination clubs, condo hotels, in addition to Timeshare. Each type has several different legal constructions with respect to sale, usage,
the extent of usage rights and maintenance. Time-share is a holiday home usage
system with time limitations, allowing for the usage rights of residences in a hotel or
holiday home to be sold in weekly units for even decades in advance. The Time-share
sector provides employment for about 200 000 persons, the economic effect of the
sector is estimated to be around EUR 10 billion per year (source: rdo.hu).
5.12.3.3.2 Possibility of Exchanging
The possibility of exchanging is one of the most important supplements of time-share
rights. Exchange organisations assist cooperative members to exchange their timeshare rights for rights at a different place and/or time, at the same quality with the rights
they purchased.
Most time-share right purchasers become members of exchange organisations
automatically concurrently with the purchase. If a club member does not intend to use
his/her right in a specific year, he/she may offer it for an exchange, requesting a
vacation somewhere else and/or at another time of the same value in return, offered
by another club member.
The two biggest such exchange organisations are Resort Condominiums International
(RCI) and Interval International (II). Almost all Time-share resorts belong to the network
of these organisations. Over 5,400 resorts belong to the network of the two biggest
exchange organisations, providing a wide range of times and destinations on offer to
their members. Other exchange organisations include the Small Luxury Hotels (SLH)
club, the members of which are smaller, exclusive hotels.
27
Operators must work closely together with exchange organisations to ensure that all
holiday homes are used to the fullest and that their members have the widest range of
holidays on offer to choose from.
5.12.3.3.3 Time-share costs
The price of the usage right depends greatly on the location, features and size of the
holiday home and from the weekly schedule of the vacation season. Purchasing timeshare rights can be viewed as purchasing future quality holidays at the prices of the
present. The value of the purchased rights is not expected to increase in the future, but
this may happen at times.
In addition to the price of the time-share right, the following annual costs are also
payable:
By paying the annual maintenance costs (operation, maintenance, management, etc.),
the owner of the time-share rights contributes to maintaining the quality of the homes
and services (e.g. swimming pool, park) of the resort.
Exchange organisations charge their right owner members an annual membership fee.
The membership fee for the first period may be included in the price of the time-share
right purchased. Naturally, the benefits of membership can only be taken advantage of
if membership has been paid for.
The exchange fee is payable by the time-share right owner to the exchange
organisation as an administration fee when a holiday week is exchanged for another
resort / holiday home / time.
5.12.3.3.4 Reselling
Time-share rights may be and usually are transferred. Reselling is the weak point of
Time-share, which is usually difficult for right holders. As newly erected building must
be sold within the shortest possible time, the constructors and operators of these
establishments are not interesting in participating in the reselling market.
5.12.3.3.5 Advantages and Disadvantages of Time-share
ADVANTAGES
DISADVANTAGES
High quality accommodation and services.
Time restrictions -> accommodation can only be
used during a specific week.
Maintenance costs are only payable in proportion to
the period of the time-share right.
Not all purchasers can use the exchange system due
to its high additional costs.
The exchange system provides a wide range of
opportunities for different uses.
Only the purchased period (week) can be used,
unlike in a self-owned holiday home.
Unique constructions.
High initial costs.
Permanent, safe, in a guaranteed quality.
Aversion towards time-share rights.
Discounted prices.
Sales methodology with a bad reputation.
Significantly cheaper than buying a holiday home.
Purchasers do not understand what the product is.
Maintenance is taken care of by the resort operator.
Maintenance quality cannot be verified.
Provides services that would not be cost-effective to
create in a privately owned holiday home.
Purchasers feel they waive opportunities of special
offers.
Can be transferred, sold and inherited.
Distrust towards the owners.
Cosy atmosphere.
No control over design issues.
High quality guaranteed year in and year out.
Too high maintenance costs.
28
The amount spent on vacation is a financially lucrative
investment.
Question regarding ensuring high quality
accommodation/ services.
Costs are not payable for the entire year, but only for
the week purchased.
Exchange costs and exchange system membership
fees are to be paid.
Accommodation costs optimised for years in advance.
Possibility for exchanging for different destinations.
Easy to plan in advance.
Time-share at TrophyResort Nyrt.
5.12.3.4.1 Basic Principles
The company has a permit from the Ministry for selling Time-share, therefore it has the
rights to sell its capacity itself. Permit number: X-000104/2012.
All current and future real estate property is and will be owned by TrophyResort Nyrt.,
which also provides for operating and maintenance. The Time-share sale contract is
entered into with TrophyResort Nyrt., which covers sales commission payments from
the price revenue it receives.
The purchaser acquires usage rights in the purchased resort/hotel room. The
purchased right is for a specific period, during which the exact date of the holiday can
be chosen freely. Since the vacation week must be specified exactly at the II
international exchange systems, the contract includes a specific date as well, which is
not obligatory in the purchaser’s own exchange system.
Bookings and exchanges are made online in every case, via the booking system of the
website. The holder of the time-share right is entitled to use all free services of the
hotel, with an average 20% discount when using for-fee services.
5.12.3.4.2 Bonus Weeks
The holder of the time-share right is entitled to so-called bonus weeks as well. There
are three ways to acquire a bonus week:

Right holders can purchase bonus weeks subject to the availability of free
rooms.

The owner of the exchange system reserves the right to give away free bonus
weeks as gifts to owners during certain promotions. This may happen for
example in connection with the launch of a new hotel.

For vacationing together with family members or friends, right holders may
request an additional room for the time when they would like to go on holiday.
5.12.3.4.3 Exchange Connections
Until the end of the summer, the TrophyResort Nyrt. intends to join Interval International
exchange organisations, which allows for a further expansion of holiday weeks and
destinations. The conditions of joining are met, as suits are created in the size and
layout requested by the exchange organisations and the range of services on offer has
also been widened to achieve a higher point system.
In addition, TrophyResort Nyrt. would also like to operate its own exchange club with
the use of its own hotels/holiday homes to be purchased in the future. The exchange
system is currently being developed. Present and future members can use their
week(s) booked in the 4* wellness hotel located in Hegyhátszentjakab.
29
The owner of the hotel plans to include the services of the Medical Centre to be built
in 2012 among the exchange possibilities with foreign Time-share week owners getting
discounts from dentistry, plastic surgery or other health care treatment prices.
5.12.3.4.4 Accumulation
The holiday week cannot be divided, it cannot be taken over from one year to another,
however it can be merged. The time-share owner may merge maximum 2 years in a
given year in case the capacity of the hotel allows for it. In this case the maintenance
fees of both years have to be paid, however the owner shall give up his holiday week
taken over and the hotel will freely dispose of it.
5.12.3.4.5 Renting
In addition to having the possibility of exchanging their purchased weeks through the
exchange agencies as per detailed above, they also can rent them. On the one hand
they can advertise the given week themselves, or they can entrust the hotel for renting.
The hotel will charge commission for renting.
5.12.3.4.6 Operation and maintenance
After finishing the hotel, the developer itself will operate the establishment, partly by
entrusting specialized companies. The required larger works will have been completed
by the involvement of sub-contractors and the smaller tasks will be executed by the
employed maintenance personnel.
The members of the cooperative have to pay annual maintenance fee contribution,
covering cleaning, maintenance, utility charges, insurance, employment of the staff and
running of the services (e.g. wellness sections, other services), as well as the
contribution to the reconstruction fund.
5.12.3.4.7 Sales
Sales are performed in compliance with the process descriptions elaborated by the
company in details. The key task is selling of the hotel rooms and time-shares.
The planned methods of sales:

on-site sales;

sales in Budapest;

companies: In Budapest for the time being, later on inquiring of companies all
over the country and offering beneficiary holidays;

premium clients;

target segments: special target groups e.g. selling for a Chinese colony or clubs
of pensioners; contacting of the previous guests of the hotel with special offers.
5.12.3.4.8 Resale
The Time-share owners are free to sell or rent their time-shares, the possible limits are
included in the contract. However the time-share is not a real-estate investment, it is
rather similar to a club membership, so its resale value has to be assessed accordingly.
TrophyResort Nyrt is having its own secondary sales program. Purchasers who would
not like to keep their holiday week for any reason can contact TrophyResort. with their
resale intention. Resale is performed in commission system; payment for the seller is
executed only after completed sales. Reselling of the owned weeks is realized through
30
the company limited. The entitled is free to dispose of his user’s right by transferring,
giving away or transmitting it.
Expected impact of the timeshare system on the
Issuer’s financial results
The Issuer will start to sell timeshares in the second half of 2014. The Company will
assign up to 20% of all apartments (13 out of total 65 apartments of TrophyResort
Őrség) for the timeshare sale. The Board of Directors expects that the timeshare of
one week a year will be sold for at least HUF 2,100,000 (EUR 7,000) while the
Company will sell at least 26 timeshares per room (26 weeks per year), so that total
sales revenue from the timeshare sale of TrophyResort Őrség’s rooms will amount to
at least HUF 709,800,000 (EUR 2,366,000). The Company will allow timeshare buyers
to pay in by 5 years installments, so that revenue from sales of TrophyResort Őrség
timeshares will be collected in the next 5-6 years.
Competitive environment
5.12.3.6.1 Competitors in the hotel/wellness business
International competitors
The Hungarian National Tourist Office considers the following countries as the direct
competitors on the international touristic market, based on the relevant data of the
domestic touristic experts, the representatives of the Hungarian National Tourist Office
in respect of European travel: Austria, the Czech Republic, Slovakia, Slovenia, Poland
and Romania; Bulgaria and Croatia are secondary competitors, due to their seaside
destinations.
According to information from 2010 Hungary occupies 23rd place in the world ranking
as per the arrival of international tourists. Austria (11th place) and Poland (19th place)
overcome us out of our most important competitors, Croatia is 39th, the Czech
Republic is 39th, Bulgaria is 40th, and the other competitors are not included in the first
50 destinations.
Based on the available market information the Hungarian suppliers compete for the
Hungarian tourists with the following markets: Croatia, the Czech Republic, Poland,
Slovakia, Austria, the Netherlands, France and the other Mediterranean countries.
Domestic competitors
As a part of the detailed Marketing Plan drawn up by the Company the position,
services and price policies of the domestic competitors have been surveyed.
The following facilities belong – among others - to the most important domestic
competitors:
HOTEL
GENERAL
INFORMATION
SERVICES
Hotel Kapitány **** Wellness
SÜMEG
Opened in 2005, 4 * hotel with 5 *
services
154 rooms with air-conditioning
Wellness & beauty department,
conference hall, Historic Horse
Games
Betekints Wellness és Conference
Hotel and Restaurant VESZPRÉM
Opened in 1997, hotel with homely
atmosphere, with 38 rooms,
Wellness valley
Cosmetic treatments
Fitness and health
Graduation and wedding offers,
Gift vouchers
31
Wellness Hotel Katalin****
GYENESDIÁS
The purpose of wide range services
of the Wellness hotel is to give
happiness, refreshment of the body
and soul and positive feeling for the
guests.
Wellness services, infra- , aroma-,
Finnish sauna, massages,
bike renting, playhouse, tennis, mini
gulf, cosmetics and beauty
treatments
Főnix Castle Sanatorium and
Health Hotel
NÓGRÁDGÁRDONY
Purpose of the facility is health
preservation
MEDICAL WELLNESS
treatment of heart- and vascular
diseases, complex screening
programs
Lifestyle Hotel Mátra
„Lifestyle”, that is way of life. Life is
much more complete if physical,
emotional, communal, spiritual and
mental areas are in harmony and
balance.
Two adventure pools, sauna world,
adventure showers and steam
cabin, natural wellness.
Competitive services to the hotel and medical center in Őrség
There is no similarly complex property in 50 km region of the hotel. Larger bath e.g. in
Muraska Toplice (40 km), Holdfényliget adventure park in Gyöngyösfalu (70 km),
Adventure town big playground in Szombathely (50 km) can be separately found.
There is only bath in Szentgotthárd, Zalaegerszeg, Muraske Toplice, Sárvár, Bad
Gleichberg (Austria, 50 km), and child-centred bath in Lutzmansburg (Austria, 90 km).
There are no thematic parks in any of the three neighbouring countries within 100 km.
The competitors of the conference hall are the same as those of the previously
described bathing areas; however their technologies are more outdated than that of
the one planned for the hotel under construction. Szombathely is considered to be a
more important competitor, where there are several old conference halls available,
however more up-to-date technology and the different, quieter environment – which
can be an important aspect in case of a team building training – are of benefit.
Medical service can attract great interest from Austria and Slovenia due to the
favourable prices; because these countries will not expectedly capable and willing to
compete with them.
There is a larger medieval theme park in Hungary in adventure property of Bikal.
Although this is larger than the medieval village imagined by the Company, but on the
one hand the villages at the age of the Conquest were smaller than the towns of the
Middle Ages and the property of Baranya is 200 km far from the hotel in Őrség. The
Company also wishes to expand the park later on (by means of better presentation of
village life over the rampart, markets, selling of handicrafts and local products.)
5.12.3.6.2 Competitors in time-share business
There are several domestic companies dealing with selling of time-shares. The
Company’s Market Plan includes detailed data of the competition.
The most important competitors:

All Seasons Travel
Their main activity is the establishment and selling of resort clubs, mainly in
respect of four-star hotels of their interest. Time-share has been sold for many
thousand families in the past years. Their sphere of activity was expanded in
32
2010 with the sales of second hand weeks. The partners are: Holiday
Szoboszló, 1kontinens.

Club 7 Vacations Co. Ltd.
The company with its 10 years of professional experience participated in the
preparation of several projects and realization. They have sold altogether 4000
time-share weeks of more than 4 thousand million HUF. Realization is promoted
with call-centre and contracted sales partners.
Its partners are: MenDan Hotel and Apartment House, Festetich Castle Hotel
Szeleste, Club Forest Villas Zalacsány, Kehidagyöngye Apartment House
Kehidakustyán, Royal Club Hotel Visegrád, Cserke Thermal House
Cserkeszőlő

Club AZÚR
Hotel Azúr is a 4-star wellness hotel in a six-hectare natural park. Partners: Azúr
Event, Azúr Phone.

Club Hotel International
Partners: Thermal Hotel Visegrád, Hotel Silvanus Visegrád, Ramada Resort
Aquaworld Budapest, Thermal Hotel Margaret Island Balatonkenese, Greenfield
Hotel Golf & Spa Bükfürdő, D&A Apartment House Egerszalók, Hotel Arborétum
Harkány.

Holiday Club Hungary
It is selling four-star hotels in three countries (Austria, Croatia, and Hungary). Its
speciality is operating a HCH exchange point. Reference Club: the reference
points can be exchanged for the following services: paying of the maintenance
fee of hotels in HCH interest, buying of new time-share week within the HCH
Group, paying of the registration fee of the HCH Hotels, paying of the exchange
fee of HCH exchange points.

KEREKNAP
It offers apartments in time-share in Croatia, Hvar Island, Jelsa, at the Italian
seaside in Marotta near Rimini, in Hévíz, Őrség and Nemesnép. Each couple
who participates in the lecture gets a resort voucher without any lottery or
buying, which can be used at domestic or foreign sites and which is given at the
end of the presentation with guarantee and to their names free of charge.

RCN WEST Corona
They are dealing with the sales of time-shares for resort clubs; they have
concluded cooperation contracts with several foreign (Costa del Sol, Tenerife,
Austria) resorts. In addition they are selling time-shares involved in the perpetual
international exchange system related to the exclusive property of the company,
of Siesta Club Hotel in Harkány and Solar Club Hotel in Sopron, as well as
domestic time-shares.

Resort Club Hungary

SOL Oriens
Sells time-shares of Abbázia Country club and Club Dobogómajor.

WTHS Wellness & Thermal Hotels
33
Performs time-share sales of Birdland Home & Holidays Bükfürdő, Park Inn
Sárvár and BALNEO Hotel Zsóri Thermal & Wellness.
5.12.4
Supporting activity: project management
Scope of the Project Management services:
PARTS OF THE PROJECT PLANNING
-
Clarification the goal and grounds of the project
-
Clear definition of the elements of the project
-
Analysis of the setting of the project in its early phase of preparation
-
Definition of ways of measuring progress, sustainability, success or failure
of project
PROJECT DEVELOPMENT
Our colleagues are supporting our customers in the project development
process from choosing the adequate development concepts that fit the
development strategies of the given city, region up to the finalization of
projects financed by funds of the European Union. Our activity of project
development has two main sources: on one hand, as research and strategy
planning we are turning into projects development those development ideas
that come from fieldwork, on the other hand, we develop local ideas into
workable projects by considering concrete tender conditions and invitations.
ELABORATION OF TENDERS
By closely cooperating with our customers our tender experts elaborate given
tenders after having chosen the ideal project idea. Elaboration of tenders are
carried out by fully taking into consideration all expected targets, criteria,
content, eligibility, and formal suitability. Professional, financial and statistical
knowledge are the conditions of a successful tender writing. We have
professional experience in both Hungarian and European Union-financed
tender writing.
PROJECT MANAGEMENT
We guarantee our clients our professional presence through continuous
contact during project management. Other, regular tasks of project
implementation are done during field research, based on case-study, while
closely cooperating with our customers. We take on the following anagement
tasks during project implementation:
34
-
projekt coordination, theme management: maintenance of contact with
enterprises, authority departments, and contributory organizations taking
part in implementation,
-
participation in on-the-spot controls, coordination of communication and
marketing activity, management of equal rights and environmental
sustainability obligations.
-
follow-up: making reports on advancement and sustainability of project
-
financial settlement: making payment applications
MAKING FEASIBILITY STUDIES
Analysis of the feasibility and sustainability of a project is the first and basic
step of developing a good idea into a concrete project. To do so, one has to
analyze the market in terms of need and demand, define the most viable
alternative, analyze risks and possibilities of risk management of the project,
and make a relevant business plan. Based on these – and several other –
factors can the feasibility of a project be defined. We make our studies in
harmony with the original plan while closely cooperating with our colleagues
and professional partners, touching a wide range of themes.
BUSINESS PLANNING
Business plan is one of the corporate risk management tools. Business plan is
the forecast and estimation of the enterprise's future activity partly based on
current or recent activity data either of the given enterprise or of that of a
similar company, partly based on known or expected economical processes.
Business planning is a potential planning method for an enterprise, that gives
grounds for proper short and long-term strategies. Our consultants offer
professional help in this.
FINANCIAL CONSULTANCY
Our company offers its partners financial consultancy in order to provide
partners with the own funds needed for their developments, to pre-finance
donations and to avoid liquidity problems. Through our activity we offer help to
small to medium enterprises in their successful project implementation and
raising the funds needed for development.
FINANCIAL PLANNING, MAKING FINANCIAL PLANS
During the financial analysis, made by our qualified colleague, the strong and
weak points and the risks of customer's current financial situation are noted,
and financial steps are defined in order to achieve customer's goal. Risks and
costs are especially taken into a thorough consideration. During project
preparation financial planning consists of creating financial timetable for the
project development, and defining financial results for the period of the
project's operation and existence.
35
OTHER SERVICES
• technical planning and control: offering support, in cooperation with our
partners, to create budgets and technical documentation plans (application
documents of planning and constructing) during project preparation and in the
technical control of the construction implementation during project
development
• consultancy in public procurements: offering support, in cooperation with our
partners, in the procurement procedures needed during project development
• building trade implementation: offering support, in cooperation with our
partners, in the implementation of construction investments
• energetics developments: offering support, in cooperation with our partners,
in the implementation of energetics investments.
• education, trainings: offering support, in cooperation with our accredited
partners, in the preparation and implementation of educational, training
projects
• IT developments: offering support, in cooperation with our partners, in the
preparation and implementation of information technology projects
• credit administration: offering financial support, in cooperation with our
partners, in guaranteeing own funds needed for development implementation,
in pre-financing donations, in managing liquidity problems. Through our activity
we offer help to small to medium enterprises in their successful project
implementation and raising the funds needed for development
• other financial services: services related to guarantees needed for project
implementation and donation applications (bank guarantee, joint and several
guarantee obligations based on insurance contract, guarantee by a guarantee
organization, obligations based on a guarantee insurance contract)
Details of the target group (clients) (concerning project management):
For our project management division, the primary target group includes micro, small and
medium-sized companies, and within this, the companies intending to participate in
tenders, touristic, service provider and production companies also use our services.
As the majority of the companies in Hungary cannot afford to employ a team in full
time for implementing a project, several companies shall be employed for performing
the necessary tasks, and their work shall be coordinated and monitored. At some of
the companies, the specification of the tasks is also a problem, and therefore, it is
more reasonable to assign a company which is able to coordinate all tasks, and
which employs a full-time financial expert, a project writer, as well as a marketing and
36
advertising expert. It has years-long relations with well-known designers,
constructors, knowledge of the international market and last but not least, language
knowledge.
Most important clients in terms of sales aspects (also concerning project
management)
There is no specific activity pursued by the companies included in our target group, as in
2013 we worked for a construction company (ZÁÉV Zrt. (Hungary’s 5th largest
construction company) participating in a hall and office project, for SZA-TA 2007 Kft.
cooperating in a machinery procurement and real property development project, for
Cluster Home Kft. in the creation of a pellet production line, in the procurement of
spare parts and construction by managing the whole project, in the process of
compiling the project, tendering, implementation, for G-Project Gamma Kft. we
managed the installation project of heat centres supported by EU tenders, which
were constructed and commissioned for government offices, for Staticon Project
Kft.in the performance of the reconstruction of an office building in Budapest
according to an EU tender, for Slovakian companies (NAKUP PREDAJ s.r.o., HTKS
Slovakia s.r.o.) we organized Hungarian market acquisition, launch to major
multinational distributors (Hungarian ALDI, LIDL) for supplying sugar, rice and other
food items. Some of the works will be completed in 2014. The Customers can be
replaced easily for our project management service as each company performs
maximum 1-2 projects from among our partners, and therefore, we have contracts
with several companies continuously, and we have the possibility to select the most
profitable businesses from the weekly 3-4 enquiries and to agree only with them on
our service.
Determination, details of subcontractors
We only employ subcontractors for performing certain tasks, mainly for different
production works, implementation and for purchasing tools and spare parts. We do
not use one single company for performing these tasks but several companies, we
usually tender them, or we find the manufacturers with better prices or with better
sales conditions, and we purchase directly, if the factory’s exclusive importer
agreement does not exclude this. The subcontractors can be replaced easily from the
market, generally we share the works among several companies pursuing similar
activities. This way, we do not get into defenseless situations, we do not need to
compete with the low market prices as these have only slightly increased since the
crisis, the purchase price of raw materials only follows the changes of the exchange
rate in the case of imported materials.
37
Suppliers
Due to the investments under way the proportion of the construction companies
among the suppliers has been significant both in the past year and the period till
closing of the present Information.
Presence of some larger suppliers can come from the usual business procedure of
the sector that certain entrepreneurships belonging to the sphere of interests of the
Company – conclude contracts with the entrepreneurs.
The Suppliers performing top turnover in 2013 were as follows (based on the general
ledger statement of the Company):
Largest suppliers
DRÁVA BAU COMP Co Ltd. (construction company)
ZÁÉV Plc. (construction company – new hotel building)
SZA-TA 2007 Co. Ltd. (construction company, our subcontractor in several projects
managed by us)
Eger Baureal Co. Ltd. (construction company, our subcontractor in several projects
managed by us)
Dráva & Comp Co. Ltd. (construction company, our subcontractor in several projects
managed by us)
E-Rac Építő Co. Ltd. (construction company of the old hotel reconstruction and of
the guest house/reception building)
EURO Interfruct Co. Ltd. (construction company, our subcontractor in several
projects managed by us)
E.ON Plc. (our electricity provider)
Main competitors and competitive advantages
In the area of project management, we do not have competitors. Only one company
provides a complex service which can solve both the own resources for the tender
and the tender collateral for its partners (GAUDIUM Zrt.), providing its service by
copying our system, which offered to be our partner and to cooperate in the market
when the company was launched. Up until now, we have only lost one single
potential partner due to this company, we have direct relations with it, however, it
does not provide such complex services as TrophyResort Nyrt., it does not offer
complex project management. Several companies pursue the different parts of the
activities, like project writing, project consulting, machinery procurement, planning,
licensing, etc., but no company offers all of these services together yet.
We contact our partners with direct marketing on the official website of the National
Development Agency (NFÜ) in their official database, according to specific criteria,
and then our call centre calls the company on the basis of our contacting email. In
most of the cases, the companies use our services by themselves, without any
further contact, and the fee is 5-10% of the project amount. The majority of our
partners contact our company via personal relations and by word of mouth.
38
Business line “foreign trade” transactions – every transaction managed as a project
also by the company project management branch:
a) Type of
transaction:
Purchase of the „Pellet”
producer production line’s
components
Purchase of furnitures
Purchase of the „Pellet”
producer production line’s
components
Purchase of the „Pellet”
producer production line’s
components
Purchase of IT devices
Purchase of IT devices
Purchase of water
technology
Purchase of complete
heating-technology
b) Partner of
the
transaction
c) Value
(amount) of
the
transaction
(HUF)
SZA-TA 2007 Kft.
76.796.494,- HUF
Eger Baureál Kft.
HTKS Slovakia s.r.o.
59.820.035,- HUF
167.745,- EUR
PP. BIOMASSA d.o.o.
80.000,- EUR
Dráva Bau Comp Kft.
43.437.810,- HUF
Dráva Bau Comp Kft.
Eger Baureal Kft.
8.255.000,- HUF
37.823.013,- HUF
SZA-TA 2007 Kft.
76.796.494,- HUF
The previously launched email campaigns achieved their goals in the area of project
management, and due to the completed tenders, we have more enquiries than we
have planned. Currently 3-4 companies contact us per week, by which, considering
the size of the projects – of several hundred millions – we have achieved a significant
volume. As in our email direct marketing we have chosen the companies planning
projects above HUF 100 million, now we have our own database containing several
thousands of company data with the main parameters of the projects and the
company data. We started to collect this database more than a year ago and we
have been maintaining, expanding and updating it continuously.
39
Main factors affecting financial position and results in 2013
2013 brought breakthrough for both business lines. In 2013 sales revenues amounted
to HUF 846.3mn (EUR 2.85mn), EBITDA amounted to HUF 308.0mn (EUR 1.04mn),
while net profit amounted to HUF 122.7mn (EUR 0.41mn). Sales, EBITDA and net
profit increased by 253%, 778% and 873%, respectively. EBITDA margin and net profit
margin amounted to 36.4% and 14.5%, respectively. Substantial improvement of
financial results was driven by the growth of project management branch.
In 2013 the first hotel was under extensive renovation. The hotel has been closed since
May 2012.
Most of the reconstruction works will be completed by the end of 2014, while last
investments relating to medical services will be finished in the first half of 2015. The
complex wellness center will consist of four-star superior hotel with a healthcare center
and further facilities providing entertainment and leisure opportunities.
On December 16, 2013 TrophyResort Nyrt. Sold 100% shares in J.B.Natural s.r.o. to
SZA-TA 2007 Kft. for a price of HUF 547,000,000. SZA-TA 2007 Kft. paid with a bill
that was accepted as a settlement for one of TrophyResort’s contractors. J.B.Natural
s.r.o. is a wholesaler operating mainly in Slovakia.
5.12.4.1.1 Main factors affecting financial position and results in the
first quarter of 2014
In the first quarter of 2014 the hotel was still closed due to an extensive renovation,
while the project managment branch performed much better than in the first quarter of
2013. Consolidated net sales revenue amounted to HUF 249.2mn (EUR 0.81mn),
EBITDA amounted to HUF 76.7mn (EUR 0.25mn), while net profit amounted to HUF
36.8mn (EUR 0.12mn). Consolidated sales, EBITDA and net profit increased by 438%,
160% and 45% respectively. EBITDA margin and net profit margin amounted to 30.7%
and 14.7%, respectively. Improvement of financial results was driven by the growth of
project management branch.
On February 2014 an increase in share capital to HUF 2,736,000,000 has been
registered.
In 2014 a donation in the amount of HUF 524,925,520 has been granted to the
Company for the investment project described in section 5.13.2.1.
In 2014 a donation in the amount of HUF 34,733,160 has been granted to the Company
for aquapark development of Vadasa-lake.
5.12.5
Employment structure
Employment structure as of December 31, 2013:
General&Administr
Hotel & Hotel
Sales
ation
Services
6
6
13
TOTAL
25
40
5.13 Purpose of Listing – Future Investment Plans
Description of major domestic and foreign investment projects of the
Issuer, including capital investments, for the period covered by the
financial statements or consolidated financial statements included in the
Information Document
The Board of Directors intends use its listing on the ECM/CSE to raise funds through
share or debt issues of new shares and/or bonds as soon as the company is listed.
The Company will be looking to raise up to HUF 1.2 bln (EUR 4.0 mln) financing to finish the
first hotel investment and start another 2 hotel investments via private placement of shares
to investors based outside of Cyprus. No decision has been made yet concerning
conditions of issue of any shares or bonds.
The Board of Directors on the basis of the authorization granted by section XII/10 of
the Articles of Association is entitled to increase the Company's share capital until
December 14, 2017, up to the maximum amount of HUF 5,472,000,000 by the issue
of new shares in one or more instalments by way of private or public issue of shares.
Similar to every company listing on a stock exchange, the company will have
numerous alternative financing resources available in addition to the option of issuing
shares, bonds and other financial instruments to raise more capital. Currently the
Issuer has its current investments covered, and if there is a need its main
shareholders are capable of filling any missing investment, and also have two bank’s
offer to finance international projects (the Croatian subsidiary of OTP and the
Steiermarkische Sparkasse, ERSTE SPAR).
5.13.1
Ongoing development: the establishment of a complex
wellness centre
Following the reconstruction of the existing buildings, the management of the company
realized the limits of the available buildings and services. Mainly in the winter period
they faced the fact that service places were not sufficient, the size of the wellness unit
was not adequate for bad weather, and guests would need greater rooms and more
programmes, also including children’s programmes. There was a need for a greater
dining room as well as in winter all the restaurants are closed in the Őrség region.
With the above needs taken into consideration, and with considerable state supports
won, the concept of a new wellness centre to be implemented in several phases was
established.
The investment for hotel extension aiming at the establishment of a complex health
and wellness centre was started in November 2011, and expectedly it will be finished
even this year. The location originally consisting of one guest house will be extended
by further service units and accommodations.
For the investments, the company purchased the 5400 m² lot neighbouring the guest
house (topographical no. 10). The integration of the two lots resulted in the property
named Hegyhátszentjakab with the topographical no. 10/2, the first phase of the
investment will be implemented here.
The main points of the ongoing constructions, developments are the following based
on the designs of the company.
Phase 1: the establishment of a new 4*superior hotel
41
The new hotel will be built adjacent to the existing building; the possibility of integration
of the old and new building parts was already provided during the reconstruction of the
kitchen.
The old hotel building with the new building

The construction of 21 new apartment-type rooms (39-65m2), on a total area of
1250 m²:
- 4 apartments, each with a floor area of 39 m², for 2+2 persons,
- 1 apartment, with a floor area of 50 m², barrier-free for the physically
disabled, for 4+2 persons,
- 2 luxury apartments, each with a floor area of 65 m², for 4+2 persons,
- 14 apartments, each with a floor area of 50 m², for 4+2 persons;
A 69 m² minimal style room to be set up in the new building
42

the establishment of “sauna world” (350m2):
-
2 internal Finnish saunas,
1 steam cabin,
1 aromatic therapy sauna,
1 relaxation sauna,
1 external Finnish sauna (located on the external balcony of sauna world),
1 solarium,
1 skin regeneration capsule,
2 internal Jacuzzis for 12 persons,
1 external Jacuzzi for 12 persons (located on the external balcony of sauna
world),
- 2 rooms with massage beds (for medical and relaxation massages);
Design of the sauna to be set up in the new building.

the establishment of an event room for 300 persons, and a restaurant for 150
persons (270m2);

additional service rooms (270m2): card playing room, childcare and playing
room;

bath (350m2): a relatively great adventure pool with water circulation, with
separated bubble seats; next to this a children’s pool for young children; a pool
with slide, where the slide starts from the floor and arrives in the water.
43
The design of the new pool to be set up in the new building
Phase 2: Napsugár Guest House

by means of the reconstruction of the former service building (200m2):
-
the establishment of a local products shop,
exhibition room for local artists (ceramics, paintings),
warehouses, service rooms,
the establishment of an administration and computer room on the floor;
additional 4 rooms for workers or spare guest rooms.
The design of the new reception building (the building is ready) where a gallery and a local store is planned to be set up
Phase 3: the reconstruction of the apartments
44

the reconstruction of 10 existing apartments to meet 4* standards, for 2+2
persons, matching the main building extension in both its style and standard,
with own garden connection.
The design of the 10 new deluxe apartment to be built as separate buildings
The additional developments aim at the complex development of the group of services.
In order to implement these several neighbouring, adjacent lots were purchased, with
a total area of several thousand square metres. The whole area constitutes an almost
continuous unit (the lot no. 10/2 has a right of way and easement for the lot no. 9).
The area may as well provide useful leisure time for families even for a whole day
therefore external visitors may be expected as well.
Phase 4. The renewal, reconstruction of the existing 3* hotel to meet 4* standards
Additionally, external and internal adjustment to the hotel section to be newly built (with
a useful area of 1.500 m²).
Phase 5. “The Island of Peace” MEDICAL CENTER
This centre mainly to provide medical services will be located on the neighbouring lot
of 6300 m2 (topographical no. 15), in a two-storey building.
45
The design of the Medical Center to be built.
Medical Center is one of the most important medical-innovation project of the
company, which will offer traditional medical specialist and alternative medicine
services, with the most modern devices and well-known specialists, in a luxury
environment in Western Hungary, later in its units to be established abroad.
A further aim of the establishment of Medical Center is to provide practical experience
to specialists, physicians, specialized nurses by employing them in a manner that they
travel among the future international units Specialists will learn how to use the most
modern medical devices, curing methods and curing techniques, they bring home this
practical knowledge, and the company may use it in its Hungarian projects and
institutes where healing and health development happens according to Western
European standards and in an ultra-modern environment that is common abroad.
This centre mainly to provide medical services will be located on the neighbouring lot
of 6300 m2 (topographical no. 15), in a two-storey building.
In addition to the service rooms, its ground floor (750 m2) will host the following units:

plastic surgery and two related patient rooms;

dental clinic and operating room;

stress-relief treatment room;

tangentor treatment room;

weight massage.
The conference room, as well as the treatment rooms of alternative medicine are
established on the floor of Medical Center.
46

modern conference room for maximum 300 persons: with bluetooth speaker,
projector, WiFi connection, buffet; in the case of medical conferences connection
to the cameras that may be mounted in the operating rooms and treatment rooms;

treatment rooms for alternative medicines.
6. Adventure park to children and adults

on two lots (topographical no. 15 and topographical no. 10/2), an overreaching facility
consisting of 8 totally separate tracks;

it consists of a climbing tower, a special yoke and a foliage walk.
Phase 7. Fishing pond and leisure park

on the lot with topographical no. 10, on a total area of 400m2, with drilled well, with
artificially planted vegetation and fish fauna;

fully equipped barbecue places.
Phase 8 Playing park

also on the lot with topographical no. 10, fully complies with the European standards,
with a unique design in Hungary on an area of 1500 m², with traditional playground
elements and on another area of the same size with fancy houses mounted onto the
trees, and connected to one another with safe suspension bridges.
Phase 9. Bulcsúfalva

a settlement from the era of the Hungarian conquest, on almost 2 hectares (on the lots
no. 3/5, 3/6 and 3/7, as well as on the outer area lots no. 0123/136 and 0123/139);

presentation of the life of conquerors, of the aboriginal plants and animals (with the use
of a gene bank);

dwelling houses, fixtures, handcraft workshops and trades of the period, presentations,
tactical training, teaming, presentation of horse riding techniques of the period.
The bird’s eye view of the historical village, which shows the time when the Hungarians came to the Carpathian valley
When the whole development programme has been finished, the center will have the
following final layout:
47
The bird’s eye view of the area, with the investments shown in the above pictures .
48
Summary of the project including funds utilisation
The project has been divided into several stages. Each stage will be co-financed with donation acquired
by the Company. Several stages has been successfully completed in 2014. For the hotel and most of
our services no further permission needed. We only need permission for the therapeutic services, but
when we obtained the building permission we had to acquire the approval of the authorities responsible
for issuing those permissions. Detailed information about the timing, expenditures and donations granted
or expected to be granted of each stage is listed below:
Investment
HOTEL
expansion with
a new hotel
section
HOTEL
reconstruction
and expansion
of the existing
building
Investor
Total
capital
expenditu
re (THUF)
Donation
granted
(THUF)
Donation
expected
to be
granted
(THUF)
Degree of
advancem
ent of
constructi
on works
Deadline
TrophyResort,
Nyrt.
940,000
249,766
220,000
65%
December
2014
ŐRSÉG
MEDICAL
CENTER, Kft.
287,500
0
69,289
60%
October 2014
Adventure park
children’s lines
TrophyResort,
Nyrt.
4,500
2,250
0
100%
Completed
Adventure park
little child’s
lines
TrophyResort,
Nyrt.
3,400
0
0
100%
Completed
Adventure park
adults’ lines
TrophyResort,
Nyrt.
9,000
4,500
0
100%
Completed
Adventure park
adults’ lines
TrophyResort,
Nyrt.
4,500
0
0
100%
Completed
Adventure park
extreme lines
TrophyResort,
Nyrt.
2,800
0
0
100%
Completed
Adventure park
team building
lines
TrophyResort,
Nyrt.
4,200
0
0
100%
Completed
Adventure park
sliding track
TrophyResort,
Nyrt.
3,600
0
0
100%
Completed
Adventure park
building
TrophyResort,
Nyrt.
7,000
3,500
0
0%
August 2014
Fishing lake
ŐRSÉG
MEDICAL
CENTER, Kft.
6,847
3,423
0
100%
Completed
49
Buildings from
the era of the
settlement of
the Magyars
ŐRSÉG
MEDICAL
CENTER, Kft.
129,655
19,518
0
0%
December
2014
Wall from the
era of the
settlement of
the Magyars
ŐRSÉG
MEDICAL
CENTER, Kft.
19,500
9,750
0
50%
August 2014
Parking place
from the era of
the settlement
of the Magyars
ŐRSÉG
MEDICAL
CENTER, Kft.
9,500
4,750
0
100%
Completed
Medical Center
dentist
equipment
ŐRSÉG
MEDICAL
CENTER, Kft.
95,575
0
47,787
0%
April 2015
Medical Center
plastic
equipment
ŐRSÉG
MEDICAL
CENTER, Kft.
180,000
0
90,000
0%
April 2015
Medical Center
ground floor
ŐRSÉG
MEDICAL
CENTER, Kft.
516,388
0
258,194
20%
April 2015
Medical Center
upper floor
ŐRSÉG
MEDICAL
CENTER, Kft.
227,664
113,832
0
30%
April 2015
Medical Center
parking place
ŐRSÉG
MEDICAL
CENTER, Kft.
3,630
0
0
40%
December
2014
ŐRSÉG
MEDICAL
CENTER, Kft.
143,972
81,600
0
0%
December
2014
TrophyResort,
Nyrt.
39,500
18,942
0
70%
August 2014
TrophyResort,
Nyrt.
14,500
7,250
0
100%
Completed
Touristic
Őrség
Development of
Medicalcenter
the Vadasa
Kft
lake
57,888
34,733
0
0%
2015
2,711,118
553,815
685,270
Construction of
a guest house
(10 x 4*
apartments)
Construction of
a club house for
reserving
traditions at
Vadása lake
Playground
TOTAL
All required construction permits for every stage of the investment have been
granted. The Company has started construction works for all stages.
Assuming that all expected donations will be granted, required own financial
contribution amounts to HUF 1,472,033,862. The Company covers required own
financial contribution with retained earnings, bank loans and issues of new shares
and/or bonds.
50
5.13.2
Other investments
Industrial components production
The industrial components production factory plant is under planning and development.
The location is in Heves County, Markaz, Hungary. The aim of the project is to build
and develop modern Industrial (mainly automotive) components production factory. In
that development 3658 m2 new building will be build and will be create the total
infrastructure (as gas, water, telecommunications, electric current and the sidewalks,
ways, lighting). Solar cell system, solar collector also will be implement for the
sustainability.
The investment will be completed in 2015. Total cost of the investment amounts to
HUF 1,035,919,079.
Construction permit has been granted. Construction works has not been started yet.
The Company hasn’t yet decided whether to sell the entire project.
Office building in Budapest
The project is the construction of an additional level to the office building under
Szabács utca 7 én district XIV (Szabács-Iroda Kft.), which project is already underway
with a construction permit. The property is considered a lot for a newly erected building
without no buildings yet. 50% of the property is owned by the Company. According to
the plans, the company will keep 2 of the 7 offices to be built in order to expand
company services, these could be transferred to the ownership of TrophyResort, Nyrt.
without encumbrances following the sale of the other 5.
Construction permit has been granted. Construction works has not been started yet.
Sale of J.B.Natural s.r.o.
On December 16, 2013 TrophyResort Nyrt. Sold 100% shares in J.B.Natural s.r.o. to
SZA-TA 2007 Kft. for a price of HUF 547,000,000. SZA-TA 2007 Kft. paid with a bill
that was accepted as a settlement for one of TrophyResort’s contractors.
J.B.Natural s.r.o. is a wholesaler operating mainly in Slovakia.
In the accounts the market value of J.B.Natural was higher than the price at which this
unit was disposed.
5.13.3
Further investments
In addition to the investments and developments in Hegyhátszentjakab, the company
plans to acquire further hotels as well. The company primarily intends to fill the hotels
abroad in its own timeshare system, thus they can allow the owners of the rights to
reach several popular destinations without any exchanges. The business plan includes
the purchasing of 1 hotel with approximately 60 rooms in each of the following
countries: Greece, Spain, Italy and Croatia (seaside hotels); Austria (a hotel in a skiing
centre), Paris and Berlin (city hotels). With the present reduced prices known, the
above countries may offer advantageous purchase opportunities.
The Medical division would constitute a fundamental part of each hotel, and its services
would be identical with those in the hotel in Hungary, and we would like to include the
various leisure time activities in the offer of our foreign accommodations as well. We
intend to unify everything so that each guest may enjoy the same expected service in
each hotel unit, in the same conditions and with the same services provided.
51
5.14 Information about bankruptcy, composition or liquidation
proceedings instituted with respect to the issuer
No bankruptcy, composition or liquidation proceedings has been instituted with
respect to the Issuer.
5.15 Information about settlement, arbitration or enforcement
proceeding instituted with respect to the Issuer, if the outcome
of such proceedings is or may be of significance for the
Issuer’s business
No settlement, arbitration or enforcement proceeding has been instituted with respect
to the Issuer.
5.16 Information about any other proceedings before governmental
authorities, court or arbitration proceedings, including any
pending proceedings, for the period of at least the last 12
months, or proceeding that are threatened according to the
Issuer’s knowledge, which might have had or have recently had
or may have significant impact on the Issuer’s financial
situation, or information about the lack of such proceedings
No other proceedings has been instituted with respect to the Issuer.
5.17 The Issuer’s obligations relevant to performance obligations
towards holders of financial instruments, which are specifically
related to its economic or financial situation
There are no obligations relevant to performance obligations towards holders of
Introduced Shares.
5.18 Information about non-standard circumstances or events
affecting business profit/loss for the period covered by
financial statement contained in this Information Document
There were no non-standard circumstances or events affecting business profit/loss for
the period covered by financial statement contained in this Information Document.
5.19 Any significant changes to the economic, property and
financial situation of the Issuer and its group and other
information relevant to the assessment of such changes, which
occurred after financial statement contained in this Information
Document
On February 2014 an increase in share capital to HUF 2,736,000,000 has been
registered.
Several stages of the investment described in section 5.13.1 has been completed in
2014. For more information see section 5.13.1.1.
The company received grants and subsidies from the EU and national authorities.
In 2014 the company secured additional funding for its projects.
52
The Issuer does not book any grants or subsidies it receives until the money is actually
received. Hence in the accounts, all grants appear after they are received. No provision
is made for those which the Issuer has applied for.
5.20 Issuer’s managing persons and supervisory persons
5.20.1 Board of Directors
Öregné Kocsis Petronella – Chairperson of the Board of Directors
Education: College degree in tourist manager faculty, work experience: between 2000
and 2007 Event Manager in the Asian Region of an Event Management Organization
VIP Travel, from 2007 General Manager than CEO of TrophyResort Nyrt.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: no end of term.
Dr Tóth Gábor – Member of the Board of Directors
Doctor of Law of University of Szeged. Previously Business Developent Director of
Apertus company e-learning company. Prior to that General Director and Claster
Manager of Green Novation Ltd as well as Strategical Director of University of Modern
Business Sciences.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: no end of term.
Öreg Imre – Member of the Board of Directors
Over 30 years of experience as operation supervisor and industrial production
manager. Previously worked 16 years as operation supervisor and Deputy Factory
Manager in Koepfer Hungary Ltd. Served also as Factory Manager and General
53
Manager in several companies including Mészkő és Dolomit Ltd., CÉL-PLAST BT and
PEMŰ Zsámbék.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: no end of term.
Csák Tamás – Member of the Board of Directors
Operative Director of TrophyResort Nyrt. since 2012. Previously, since 1991 Sport
Manager and General Manager of Körmend Basketball Team. Graduated from the
University of Physical Education, faculty of basketball trainer-sports manager in 1994.
Currently also Member of the city council of town Körmend – Councillor of the Lord
Mayor, Chairman of the supervisory board of Vasi Őrtorony Leader Association and
Vice Chairman of the Hungarian-Finnish Association, Körmend.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: no end of term.
Other representatives of the company
Öreg Szabolcs – employee duly authorized to represent the Company
Chief Financial Officer of TrophyResort Nyrt. since 2007. Previously, from 2000 to 2007
leader and the owner of Cél-Plast Bt. From 1995 to 1996 worked for Sparkasse Wetzlar
Company (in Germany) as financial expert. In 1997-1999 served as Procurement
Manager in Siemens Plc. (in Hungary). In 1999-2000 Senior Key Account Sales and
New Business Development Manager in Distillery and Refinery Plc Győr. Graduated
from University of Modern Business Sciences, faculty of economics – foreign trade
between 1996-1999.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
54
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
5.20.2
Supervisory board
Lieberné Nagy Alíz - Member of the Supervisory Board
MBA of Budapest University of Technology and Economics. Also graduated from
János Kodolányi College, Faculty of Communication, specialization: Public Relations.
Chief Marketing Officer of TrophyResort Nyrt. since 2012. Worked for Vodafone
Hungary Co. Ltd. between 2000 and 2008 managing international projects. In 2009
Project manager of T-Systems SMEs Indirect Sales Partner Program. Managed the
implementation of the first franchise network in the Hungarian pharmaceutical market
in the recent years. Associated with the development and management of luxury
cosmetics in Hotel Kempinski Corvinus Spa. Lieberné Nagy Alíz was the strategic and
operative leader of the first Hungarian accredited adults training institute working on elearning basis.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: no end of term.
Chlebda István – Member of the Supervisory Board
Currently also Head of Factoring in Regional Bank Plc of North Hungary. Broad
experience in stock market institutions, started his professional career working in
several brokerage companies organizing issues of securities. Then, Internal Auditor of
Buda-Cash Plc, Lead Auditor Deffensive Fund for Institutions of Regional Financial
Institutions (REPIVA) in Hungary and General Manager of DRB Ltd. Graduated from
University of Public Administrations in Budapest.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: March 17, 2015.
Ozsváth Imre – Member of the Supervisory Board
55
From 1999 to 2002 Ecclesiastical political and educational adviser of Minister of
PHARE issues. Then, from 2002 to 2006 Ecclesiastical political expert in Registry of
Hungarian Parliament and at the same time Chief Political Adviser for Zala County Vice
Presidential Office. Currently, since 2010 Adviser of protection of the environment for
Széchenyi Programme Office responsible for energy and transport development, since
2013 Government delegate for the EU responsible for the distribution of supports (an
organisation's leader for Vas County). Graduated from Reformed Theology Academy,
Budapest, and Gáspár Károli Reformed University.
Doesn’t perform activities outside the Issuer where such activities are significant for
the Issuer. No legally valid court decisions condemning the person for the crime of
fraud within the last five years. No cases of bankruptcy, compulsory administration or
liquidation, within at least the last five years, for entities in which the person was a
member of managing or supervisory bodies. Doesn’t perform activities competitive to
the activities of the Issuer. Is not a partner in a competitive civil partnership or
commercial law company or partnership or a member of a body of a joint stock
company or a member of a body of any competitive legal person. No record in the
register of insolvent debtors maintained under the National Court Register Act of 20
August 1997.
Membership end date: no end of term.
Additional Information
The Issuer states that there is no significant transaction agreed to be made between
the Issuer and the members of the administrative, management or supervisory bodies,
or any shareholder holding more than 5% of the issued share capital.
The loans provided earlier by Petronella Öregné Kocsis (to which no interest was
calculated, nor any guarantee was locked) has the current value of 250 million forint.
Aside of this she also guaranteed a further 50 million, as a guarantee for the nonrefundable subsidy for building the new 249 million hotel buildings.
The Issuer has not granted any special rights to any shareholder or to any member of
the Board and the members of the administrative, management or supervisory bodies
and any related persons.
The Issuer is not bound against anyone in a manner which is incompatible with the
interests of the holders of its titles.
The Issuer states that no loans have been granted by the Issuer to the Board members
or any guarantees provided.
The Issuer states that there is equal treatment of the beneficiaries of the securities of
the same category in relation to all rights or obligations relating thereto.
56
57
6 FINANCIAL STATEMENTS
Financial report for the year ended December 31, 2013 prepared in accordance with
IFRS
5
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Independent auditor's report
To tht Owncl'l l Slw~botdo:n ofTropltyR~ Nyn
Rt_po n on tht coa.wlkllltd Ouncla1 Slllttmeal.l
We have auditl:d tht ooccompuying consoli<Uted ftnaxial statancnts of TrophyR~ 1\)"tt {haeaftcr 'the Cocnp:ony') tor lbc fitw>Cial
20 I J , which coruolida!al fiiWI<ilill r~.>~cmcni.S iBcluck ~ cortsollda!l:d -r:rocnt of fi:w~.."ial positioiU .. of) I. 12. 201J • where:
!he identlcal sum of assd) .r.d h>l>itJtia nru~ 2 399 6S6,110d lhe profit of the )'C:U 1liUF 122 678 is ·. the CODSOticb!bd ~rn'.cJll o!
profit o r loss :ond Miler romprcbal!ivc: ii)[:()IM WDtvamg the period f:Ddin.& on the~ mentionl:d before; the c:omolidlted Sl&ler~~cnt ol
elwl£es In cquil)', tloc COfi<Qiicbted stlllcmmt of c:ash OOWl •nd the 00050lidated notes eontainjoc the dcciJiw element> or the IICQOW\tm~;
polici= .nd other expl&lll!IOI)' i:nformal.ion..
)'cat
1 'llt maaaJenrtt~ t 't n•po••lhility ror l br couolldlttd nnaarilll m tcllltsl tl
Ma~laianenl b responsilllr roc the J>Rpcaioo 1111d lair prcKnmion of the consolid1llod finmcial satemenl$ in a~c w1th rhr
lntCflllllion.l fin:tncW Repo11Jng Stlllldww (IFRS) IIJ lldop(ed b)' the European Union, and for •uch Internal c:ootrol as m:u.ageman
detem~lneJ I$ ne~ to euble the prquration of coowlid~cd fi:n.ancilll Aalemctlls !bat arc Cree !rom maJCtlal mil$1&!ctn:nL "htd:.:r
due to lind or ..,.ror
Auditur't rtt.poafllrilit}'
Our rapon!!ibill!)' is to exp:u• a.n opinion on thoe consolidated flnanc:il\l ~1.11tcmc:nts ~>tied oo ow audit.
We conducted ou: ..:~dit in DOCordancc wltb the Hunaui.a Natbw Slalld4nls on Auditin&.
Those standards rcquin: t1w - comply with nbical rcquir-nts and p~ and pc:dorm lhc audit to obuoin n:.uooable assurance llbou.t
wh~er th~ OOit!olkbkd finan<:lal stiltc:mcnts arc fn~ from ma:crilll missbt:mcoL
All audit involvu pc:donning prooed.._ 10 obtllin audol evidence abov.t the lmOIIJIIs and dotdosurQ in lhc consolid.llw! liiJioci31
$tlllo:::net!U.
The proccdun:s sdcrud depend on the audnor' s j~Jdimm~ locludintJ tbt' ll'lscument or the ri~s or m.1teriml miss!a!c:nxnt of the
consolldsttd fioandi.l SU!o:mml5. ...-hctbcr due to fraud or <mH.
In lll3ltin& llloR riU ~ the lWdi!Of cotui~ intml&l control rck\..,1 10 lhe entity's ~ioo of consolidlu:d financial
su:ements that £iW a true: and fair view in order 10 desiSIJ 1udlt proc:edwu t.lw on "J'r"'P'ble In the cin:umslllllces, but not f01 tht
FUIJ'OSC' of cxpn:ssin( 111 opinion 0e1 the eff<c:tivc:ncn or the entity's Inte rnal a>ntrol.
An lWdit also lncludt:s f:VIIII/IIJQ& the llppl'opriakni:D or IICCO!Illlln& policies used and the l"ddSMilbl~s of acCOWJiille uti:nlates IIDlk
b)' m2llllgcmmt. u well as nalldlin; lite 0\erall J>tU:ntation of the c:oNOiidattd lin.mci&l JQlallmls,
We bditvc tlw lbf: 8Udit ~cc ,..,
oba.ined is sutllclml and approprilllc to provide a b<uis ror 041! audn opinion.
ba'"
Opllllol
In our opinion, lh< conroli~ fllW>Cbl stalemmu Jive 1 INc llld fait view of lite lin.aoclal position of Truplo-~ N)11 aod It!
undcrukinp io"ol•-cd in tbt con>Ollcb6on as of31. 12. 2013,11\d of their fm.llldsl pc:rfunlllnOI! and thc:ir celt Bows for lbe )'eNibtn
coded In -.bacc .,.Jib the replalioM o f lloe lntemMioaal fin;aodal Rcportin1 Standards (!FRS) as adopwl by thel!urq>can Un.Jon.
Orllr.r nporti.D1 UabUIIies: Clllr rqoort. 011 tile b•.sfaeu repo11
We h~~Ve oonduaed the audit or lite consolidaltd bu$lDt$S report a of 31 . I 22013 attxbtd w the ooasolidatcd rmaaclal Sbtcmcnts of the
yatrt 2013 ofTropby~ N)'l't.
t.~cmcal is ~o le for the pcpstallon of the coruolidaaed business repon Ia acoor4al= with abc Aer oo Accounting in HW18'U') .
Out respocWbl.lity as wcll b 10 -·abc coosislalcy of !be c:oMOildaled busiocss report aDd lhc: coosolidat.cd liDancl:al swcmeau
with reapcc! 10 lbc coo~lidltted lMG!ncss rq>ort was limited 10 lite U$e$Sme!l of lbe c:o01iacncy of ~ ClOIUolidatcd busiou:s
report and the c::omolidatcd fln4oc:bl sta~emer.U. IUld did not Include • r-.:vicw ohoy lnfllfti'Wlocl ad>tt lb.an 1M! .traWD fiorn ~audited
~ reconb or ~ <:omp.ny.
The consoUibtcd business rrpcl(t of 1'toptQrRcson Nyn foe ~ teat lOll Is In confcnnity willl thc daaa or tbc coosolkb!ed tmmeisl
JllllementS ofTIOpbyRdOrt Nyn Cor the )'a!' 2013.
Our wotk
lJIMbpc:st, 14. OS. 2014
= Dr. ~ifrin
Audit Sm-k:c Kft.
1022 Budapest. Bimb6 m3.
"·-"-'·
Dr. Ser6nyf Mn
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Setatyi:-;lrin
Rqistcrtd audllor
ny.st..: 00)607
11)'-SZ..: 0010.30
63
TrophyResort Nyrt
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79
80
6.1 Financial results for the first quarter ended March 31, 2014
Consolidated financial results for the first quarter ended
March 31, 2014
TrophyResort Nyrt.
CONSOLIDATED STATEMENT OF FINANCIAL POSITIONS (according to the
provisions of IAS/IFRS)
Description / '000 HUF
31.03.2013
31.03.2014
Current assets
Liquid assets
Liquid assets of free disposal
Separated liquid assets
Promptly realizable liquid securities
Short-term investments, securities
Held-to-maturity securities signifying a creditor relationship
Securities signifying a creditor or an owner relationship
marked out for sale
Other securities signifying a creditor or an owner
relationship
Receivables
Accounts receivalbe (trade debtors)
Bills of exchange receivables
Non consolidated receivables from affiliated undertakings
Advances given for prodcuts and services
Deposits and cautions
Other receivables
Expectedly returning sum of deferred tax receivables
Positive balance of the expenses and revenues of
constructions under way
Inventories
Finished products
Work in progress, intemediate and semi-finished products
Animals for breeding and fattening, other livestock
Raw materials and consumables
Goods for resale
Deferred expenses
Long-term investments
Long-term financial investments
Held-to-maturity securities signifying a creditor relationship
Other securities signifying a creditor relationship or an
owner relationship under 20 per cent
Investments concerning undertakings taken into
consolidation
Investments into not consolidated (affiliated) undertakings
Investments into investment trusts
Long-term receivables and loans
Subordinated receivables
436 533
2 015
2 015
0
0
0
0
968 553
3 975
3 975
0
0
0
0
0
0
0
434 499
232 211
0
0
0
0
202 288
0
0
918 888
74 274
0
0
0
0
844 614
0
0
19
0
0
0
11
8
0
549 676
549 500
0
0
45 690
0
0
0
0
45 690
0
176
0
0
0
0
0
549 500
0
176
0
0
0
0
176
0
81
Participation of external owners
Total equity and liabilities
0
2 379 205
0
4 432 190
TrophyResort Nyrt.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME (according to the provisions of IAS/IFRS)
Description / '000 HUF
Net sales revenue
Own performance capitalized
31.03.2013
31.03.2014
46 310
249 251
0
0
Material costs
7 190
156 387
Staff costs
9 686
16 304
Depreciation
6 826
9 126
22 608
67 434
2 418
752
Other income and profit
22 962
30 207
Expenses and losses from financial transactions
16 092
54 509
Operating profit or loss
Income and profit from financial transactions
Other expenses and losses
6 117
2 137
25 779
41 747
400
4 992
Profit or loss on ordinary activities
25 379
36 755
Profit or loss on terminating activities
0
0
Income tax
0
0
After tax profit or loss on terminating activities
0
0
Accumulated impact of changes in accounting policies
0
0
Income tax
0
0
After tax profit or loss from changes in accounting policies
0
0
Stakes of external owners
0
0
Profit or loss after tax
25 379
36 755
Basic EPS (HUF/pieces)
3,5322
4,2420
Deluted EPS (HUF/pieces)
3,5322
4,2420
Profit or loss before tax
Income tax
82
TrophyResort Nyrt.
CONSOLIDATED STATEMENT OF CASH FLOWS
31.03.2013
Effect of
31.03.2014
No.
Description / THUF
1 Modofied profit before tax
consolidated
revision
consolidated
Change
THUF
%
Composition
Ref.
%
to notes
40 012
41 034
1 022
2,55%
1 617,42%
25 779
41 747
15 968
61,94%
1 645,53%
-185
-752
-567
-306,49%
-29,64%
14 418
6 826
39
9 126
-14 379
2 300
-99,73%
33,69%
1,54%
359,72%
15.
From which:
+ Profit before tax of ordinary business activities
+ Profit before tax on terminating activities
+ Profit before tax in changes in accounting policies
- Dividends received
- Non-repayable assets received
+ Non-repayable assets given
- Correction due to interests received
+ Corrections due to paid interests
2 Accounted depreciation
3 Accounted loss in value
4 Difference between formation and utilization of provisions
1 671
-61 524
-13 956
-1 671
47 568
-100,00%
77,32%
-550,10%
7 Variation in other short-term liabilities
8 Variation in trade debtors
2 057
-67 702
-229 412
-1 945
-231 469
65 757
-11252,75%
97,13%
-9 042,65%
-76,67%
10.
5.
-6 910
-554 624
-547 714
-7926,40%
-21 861,41%
5., 4., 6.
8.
-400
-4 992
-4 592
-1148,00%
-196,77%
15.
15.
185
-14 418
752
-39
567
14 379
306,49%
99,73%
29,64%
-1,54%
14.
14.
14 418
39
-14 379
-99,73%
1,54%
-100 203
-754 056
-653 853
-652,53%
-29 722,35%
-17 538
-1 236 000
-1 218 462
-6947,55%
-48 718,96%
-17 538
-1 236 000
-1 218 462
-6947,55%
-48 718,96%
-14 250
-100,00%
11 Tax paid or payable (on profit)
12 Dividends, shares paid or payable
13 Interests received
14 Interests paid
From which:
+ Interest booked as expenses
+ Interest booked as purchase value of assets
OPERATION CASH-FLOW:
15 Purchase of fixed assets
From which:
+ Purchase of fixed assets
- Interest booked as purchase value of assets
16 Sale of fixed assets
17 Dividend received
II.
13.
9.
5 Fixed assets sold
6 Variation in accounts payable (trade creditors)
9 Variation in curr. assets (w/o trade debtors and liquid assets)
10 Variation deferred expenses
I.
INVESTMENT CASH-FLOW:
14 250
1. , 2., 3.
1. , 2., 3.
14.
-1 236 000
-1 232 712
-37491,24%
-48 718,96%
18 Receipts from shares issue (capital influx)
-50 340
19 Receipts from the issue of bonds and securities signifying a creditor relationship
1 236 000
1 286 340
2555,30%
48 718,96%
11.
10., 9.
115 446
719 807
604 361
523,50%
28 372,37%
10., 9.
3.
38 680
119 740
-82 853
81 060
-82 853
209,57%
4 719,75%
-3 265,79%
22 Non-repayable assets received
23 Cancellation of shares, disinvestments (capital reduction)
24 Bond paid back
25 Loan installment payments
28 Changes in liab. towards founders / other long term liabilities
FINANCIAL CASH-FLOW:
VARIATION OF FINANCIAL ASSETS:
Opening amount of liquid assets
Closing balance of liquid assets
11.
10., 9.
10., 9.
26 Long term loans granted, money deposited in bank
27 Non-repayable assets transferred
IV.
12., 14.
10.
-3 288
20 Borrowings
21 Redemption of long term loans / bank deposits
III.
13.
3.
-92
103 694
-101
1 992 593
-9
1 888 899
-9,78%
1821,61%
-3,98%
78 541,31%
203
2 537
2 334
1149,75%
100,00%
1 812
2 015
1 438
3 975
-374
1 960
-20,64%
97,27%
10., 9.
7.
According to IAS 7.50 the cash flow statement of the Company does not contain followings:
- the measure of credit opportunities not resorted
- the amount of aggregated cash flow, that shows the increase of operation cash flow separated from that one, that is needed to maintain the operation
- the amount of cash flow according to different segments
83
6.2.1 Projected financial forecasts for 2014-2016
TrophyResort Nyrt. Projected Profit & Loss Statement for 2014-2016
All figures in HUF (313 HUF=1 EUR)
2014
2015
2016
Belföldi értékesítés nettó árbevétele / Net domestic sales
1,010,885,000
2,814,313,560
4,101,413,614
- szobahasználat bevétele / Hotel room income
72,585,000
840,047,500
1,427,294,175
- étterem bevétele / Restaurant income
27,720,000
311,286,600
521,984,018
- egyéb szolgáltatás bevétele TR / Other services income TR
48,000,000
68,395,660
72,461,867
- szövetkezeti tagság bevétele / Cooperaive membership fee income
517,010,000
627,101,000
1,059,590,000
- követelésvásárlás + egyéb tevékenység bevétele / Receivables purchase+other activities
280,000,000
285,000,000
303,800,000
- egyéb szolgáltatás bevétele ŐMC / Other services income ŐMC
65,570,000
85,675,000
92,071,520
- wellness és EÜ bevételek / wellness and health income
-
596,807,800
624,212,034
Export értékesítés nettó árbevétele / Net external sales
300,000,000
500,000,000
550,000,000
Értékesítés nettó árbevétele (01+02) / NET SALES REVENUE(01+02)
1,310,885,000
3,314,313,560
4,651,413,614
Saját termelésű készletek állományváltozása
-
-
-
Saját előállítású eszközök aktivált értéke
-
-
-
Aktivált saját teljesítmények értéke / OWN PERFORMANCE CAPITALIZED (± 03+04)
-
-
-
Egyéb bevételek / OTHER INCOME
400,000,000
217,924,000
150,000,000
Anyagköltség / Cost of raw materils and consumables
79,468,500
443,197,856
633,523,362
Igénybe vett szolgáltatások értéke / Cost of services
237,081,675
642,875,049
786,566,666
Egyéb szolgáltatások értéke / Cost of other service activilies
32,785,550
94,349,657
139,521,408
Eladott áruk beszerzési értéke / Cost of goods sold
35,000,000
150,000,000
165,000,000
Eladott (közvetített) szolgáltatások értéke / Cost of services sold (intermediated)
400,000,000
600,000,000
150,000,000
Anyagjellegű ráfordítások / MATERIAL COSTS (05+06+07+08+09)
784,335,725
1,930,422,562
1,874,611,436
Bérköltség / Wages and salaries
223,919,217
322,213,390
458,564,740
800,000
1,500,000
2,300,000
117,942,183
169,715,450
241,534,100
Személyi jellegű ráfordítások / STAFF COSTS (10+11+12)
342,661,400
493,428,840
702,398,840
Értékcsökkenési leírás / DEPRECIATION
118,000,000
322,000,000
513,000,000
Egyéb ráfordítások / OTHER OPERATING CHARGES
360,000,000
300,000,000
150,000,000
ÜZEMI (ÜZLETI) TEVÉKENYSÉG EREDMÉNYE /OPERATING (TRADING) PROFIT (I±II+III-IV-V-VI-VII)
105,887,875
486,386,158
1,561,403,338
Kapott (járó) osztalék és részesedés / Dividends and profit-sharing (received or due)
-
-
-
Részesedések értékesítésének árfolyamnyeresége / Capital gains on investments
-
-
-
Befektetett pénzügyi eszközök kamatai, árf. Nyeresége / Interest and capital gains on financial investments
-
-
-
Egyéb kapott (járó) kamatok és kamatjellegű bevételek / Other interest and similar income (received or due)
15,000,000
10,000,000
15,000,000
Pénzügyi műveletek egyéb bevételei / Other income from financial transactions
5,000,000
10,000,000
15,000,000
Pénzügyi műveletek bevételei / INCOME FROM FINANCIAL TRANSACTIONS (13+14+15+16+17)
20,000,000
20,000,000
30,000,000
Befektetett pénzügyi eszközök árfolyamvesztesége / Losses on financial investments
-
-
-
Fizetendő kamatok és kamatjellegű ráfordítások / Interest payable and similar charges
28,000,000
37,000,000
40,000,000
Részesedések, értékpapírok, bankbetétek értékvesztése / Losses on shares, securities and bank deposits
-
-
-
Személyi jellegű egyéb kifizetések / Other employee benefits
Bérjárulékok / Contributions on wages and salaries
2%
29%
84
Pénzügyi műveletek egyéb ráfordításai / Other expenses on financial transactions
60,000,000
50,000,000
24,000,000
Pénzügyi műveletek ráfordításai / EXPENSES ON FINANCIAL TRANSACTIONS (18+19+20+21)
Pénzügyi műveletek eredménye / PROFIT OR LOSS FROM FINANCIAL TRANSACTIONS (VIII -IX)
88,000,000
68,000,000
87,000,000
67,000,000
64,000,000
34,000,000
SZOKÁSOS VÁLLALKOZÁSI EREDMÉNY / PROFIT OR LOSS ON ORDINARY ACTIVITIES (± A ± B)
37,887,875
419,386,158
1,527,403,338
Rendkívüli bevételek / EXTRAORDINARY INCOME
-
-
-
Rendkívüli ráfordítások / EXTRAORDINARY EXPENSES
-
-
-
RENDKÍVÜLI EREDMÉNY / EXTRAORDINARY POFIT OR LOSS (X-XI)
-
-
-
ADÓZÁS ELŐTTI EREDMÉNY / PROFIT BEFORE TAX (± C ± D)
37,887,875
419,386,158
1,527,403,338
Adófizetési kötelezettség / TAX PAYABLE
3,788,788
41,938,616
152,740,334
ADÓZOTT EREDMÉNY / PROFIT AFTER TAX (± E-XII)
34,099,088
377,447,542
1,374,663,004
Eredménytartalék igénybevétele osztalékra, részesedésre / Profit reserves used for dividends and profitsharing
-
-
-
Jóváhagyott osztalék, részesedés / Dividends and profit-sharing paid (approved)
-
-
-
MÉRLEG SZERINTI EREDMÉNY / PROFIT OR LOSS FOR THE YEAR (±F+22-23)
34,099,088
377,447,542
1,374,663,004
Adózás előtti eredmény/árbevétel / PROFIT BEFORE TAX
2.6%
11.4%
29.6%
Mérleg sz. eredmény/árbevétel / PROFIT OR LOSS FOR THE YEAR
2.6%
11.4%
29.6%
MÉRLEGTERV (Ft) / BALANCE SHEET (HUF) - (313 HUF= 1 EUR)
2014
2015
2016
Eszközök / Assets
Befektetett eszközök / Invested assets
Immateriális javak TR / Immaterial goods TR
Immateriális javak ŐMC / Immaterial goods ŐMC
Összes Immateriális javak / Total immaterial assets
Tárgyi eszközök TR / Tangible assets TR
Tárgyi eszközök ŐMC / Tangible assets ŐMC
Összes Tárgyi eszközök / Total tangible assets
Befektetett pénzügyi eszközök TR / Financial investments TR
Befektetett pénzügyi eszközök ŐMC / Financial investments ŐMC
Összes Befektetett pénzügyi eszközök / Total Financial investments
Forgóeszközök / Current assets
Készletek TR / Inventories TR
Készletek ŐMC / Inventories ŐMC
Összes Készletek / Total inventories
Követelések TR / Receivables TR
Követelések ŐMC / Receivables ŐMC
Összes Követelések / Total receivables
Értékpapírok TR / Securities TR
Értékpapírok ŐMC / Securities ŐMC
Összes Értékpapírok / Total securities
Pénzeszközök TR / Liquid assets TR
Pénzeszközök ŐMC / Liquid assets ŐMC
Összes Pénzeszközök / Total assets
Aktív időbeli elhatárolások / Prepayments and accrued income
Aktív időbeli elhatárolások TR / Prepayments and accrued income TR
Aktív időbeli elhatárolások ŐMC / Prepayments and accrued income ŐMC
3,660,000,000
10,000,000
10,000,000
20,000,000
1,900,000,000
500,000,000
2,400,000,000
1,240,000,000
0
1,240,000,000
1,715,000,000
60,000,000
0
60,000,000
975,000,000
425,000,000
1,400,000,000
185,000,000
56,000,000
241,000,000
6,000,000
8,000,000
14,000,000
2,000,000
1,000,000
1,000,000
4,699,510,000
15,000,000
20,000,000
35,000,000
2,950,000,000
1,690,510,000
4,640,510,000
19,000,000
5,000,000
24,000,000
819,189,000
8,000,000
7,800,000
15,800,000
619,978,000
39,411,000
659,389,000
80,000,000
50,000,000
130,000,000
6,000,000
8,000,000
14,000,000
2,000,000
1,000,000
1,000,000
6,018,800,000
25,000,000
22,000,000
47,000,000
4,050,000,000
1,897,800,000
5,947,800,000
19,000,000
5,000,000
24,000,000
533,060,000
8,000,000
6,500,000
14,500,000
312,515,000
122,045,000
434,560,000
40,000,000
30,000,000
70,000,000
6,000,000
8,000,000
14,000,000
2,000,000
1,000,000
1,000,000
Eszközök összesen / Total assets
5,377,000,000
5,520,699,000
6,553,860,000
3,080,302,649
2,736,000,000
80,500,000
2,816,500,000
0
0
3,524,748,428
2,736,000,000
80,500,000
2,816,500,000
0
0
4,833,911,432
2,736,000,000
80,500,000
2,816,500,000
0
0
0
0
0
0
0
150,000,000
0
150,000,000
0
150,000,000
0
150,000,000
50,800,886
100,000,000
30,000,000
428,248,428
34,500,000
30,000,000
Források / Equity and liabilities
Saját tőke / Shareholder equity
Jegyzett tőke TR / Issued capital TR
Jegyzett tőke ŐMC / Issued capital ŐMC
Összes Jegyzett tőke / Total issued capital
Jegyzett, de még be nem fizetett tőke TR / Issued capital (unpaid) TR
Jegyzett, de még be nem fizetett tőke ŐMC / Issued capital (unpaid) ŐMC
Összes Jegyzett, de még be nem fizetett tőke / Total issued capital
(unpaid)
Tőketartalék TR / Capital reserve TR
Tőketartalék ŐMC / Capital reserve ŐMC
Összes Tőketartalék / Total capital reserve
Eredménytartalék TR / Accumulated profit reserve TR
-36,466,214
Eredménytartalék ŐMC / Accumulated profit reserve ŐMC
Összes Eredménytartalék / Total accumulated profit reserve
Lekötött tartalék TR / Tied up reserve TR
Lekötött tartalék ŐMC / Tied up reserve ŐMC
53,168,012
16,701,798
181,104,332
31,897,431
85
Összes Lekötött tartalék / Total tied up reserve
Összes Mérleg szerinti eredmény / Total profit or loss for the year
Értékelési tartalék TR / Revaluation reserve TR
Értékelési tartalék ŐMC / Revaluation reserve ŐMC
Összes Értékelési tartalék / Total revaluation reserve
Összes Céltartalékok / Total provisions
Hosszú lejáratú kötelezettségek / Long-term liablities
Hitelek, kölcsönök TR / Loans, credits TR
Hitelek, kölcsönök ŐMC / Loans, credits ŐMC
Összes Hitelek, kölcsönök / Total loans, credits
Egyéb hosszú lej. Kötelezettségek TR / Other long-term liablities TR
Egyéb hosszú lej. Kötelezettségek ŐMC / Other long-term liablities ŐMC
Összes Egyéb hosszú lej. Kötelezettségek / Total other long-term liablities
Rövid lejáratú kötelezettségek / Current liablities
Szállítók TR / Suppliers TR
Szállítók ŐMC / Suppliers ŐMC
Összes Szállítók / Total / suppliers
Egyéb rövid lejáratú kötelezettségek TR / Other short-term liabilities TR
Egyéb rövid lejáratú kötelezettségek ŐMC / Other short-term liabilities ŐMC
Összes Egyéb rövid lejáratú kötelezettségek / Total other short-term
liabilities
Rövid lejáratú hitelek TR / Short-term loans TR
Rövid lejáratú hitelek ŐMC / Short-term loans ŐMC
Összes Rövid lejáratú hitelek TR KON / Total short-term loans
Passzív időbeli elhatárolások TR / Accuals and defered income TR
Passzív időbeli elhatárolások ŐMC / Accuals and defered income ŐMC
Összes Passzív időbeli elhatárolások / Total accuals and defered income
213,001,763
34,099,088
0
0
0
0
1,125,000,000
975,000,000
150,000,000
1,125,000,000
0
0
0
711,197,351
200,000,000
152,000,000
352,000,000
330,000,000
29,197,351
130,000,000
377,447,542
0
0
0
0
1,150,000,000
800,000,000
100,000,000
900,000,000
250,000,000
0
250,000,000
464,320,572
150,000,000
100,000,000
250,000,000
200,000,000
14,320,572
64,500,000
1,374,663,004
0
0
0
0
1,000,000,000
650,000,000
50,000,000
700,000,000
250,000,000
50,000,000
300,000,000
373,000,568
130,000,000
80,000,000
210,000,000
150,000,000
13,000,568
359,197,351
0
0
0
310,500,000
150,000,000
460,500,000
214,320,572
0
0
0
281,630,000
100,000,000
381,630,000
163,000,568
0
0
0
256,948,000
90,000,000
346,948,000
Források összesen / Total equity liabilities
5,377,000,000
5,520,699,000
6,553,860,000
Cash-flow terv - (313 HUF= 1 EUR)
2015-2016 tervadatok / plans
2014
0
2015
152,099,088
2016
1,567,336,103
1,310,885,000
105,887,875
3,314,313,560
486,386,158
4,651,413,614
1,561,403,338
34,099,088
377,447,542
1,374,663,004
Nyitó cash flow / Opening cash flow
Nettó árbevétel / Netto income
Üzemi tevékenység eredménye /OPERATING (TRADING) PROFIT
Adózott eredmény / PROFIT AFTER TAX
Osztalékkifizetés / Dividend payment
0
0
0
34,099,088
377,447,542
1,374,663,004
Amortizáció / Depreciation
118,000,000
322,000,000
513,000,000
Cash-Flow I.
Céltartalék képzés és felhaszn. különbözete / Provision and use. difference
152,099,088
0
699,447,542
0
1,887,663,004
0
0
0
0
0
0
0
0
0
0
152,099,088
699,447,542
1,887,663,004
Beruházási cash-flow / Investment cash flow
Tőkeemelés / Capital increase
Hosszú lejáratú kötelezettségek változása / Long-term liabilities change
Hosszú lejáratú hitelek felvétele / Long-term loans borroving
Hosszú lejáratú hitelek törlesztése / Long-term loans repayment
1,150,000,000
350,000,000
0
800,000,000
0
0
0
800,000,000
0
84,210,526
0
0
715,789,474
0
84,210,526
Finanszírozási cash-flow / Financing cash flow
1,150,000,000
715,789,474
631,578,947
152,099,088
1,567,336,103
4,086,578,055
Mérleg szerinti eredmény / PROFIT OR LOSS FOR THE YEAR
Működő tőke állomány-változása
/rövid. lej. köt. - (készletek+követelések) / Capital stock change / short-term liabilities - (inventories + receivables)
Aktív időbeli elhatárolások változása / PREPAYMENTS AND ACCRUED INCOME
Passzív időbeli elhatárolások változása / ACCUALS AND DEFERED INCOME
Működési cash-flow / Operating cash flow
Záró cash-flow / Closing cash flow
tőketörlesztés / Capital repayment
kamatok / Interest
adósságszolgálat / debt service
Összes bevétel / Total Income
2014
2015
2016
0
10,000,000
10,000,000
84,210,526
19,210,526
103,421,053
84,210,526
17,105,263
101,315,789
1,010,885,000
2,814,313,560
4,101,413,614
86
bérköltség / wage cost
értékesítési költségek / costs of sales
igazgatás költségei / administration costs
általános költségek / overheads
idegenforgalmi adó / Tourist tax
biztosítás / insurance
helyi adók / local taxes
Összes működési költség / Total operating costs
kamatköltségek / interest costs (-)
Amortizáció / Depreciation (-)
Adózás előtti nyereség / before tax profit
társasági adó / corporate Tax (-)
adózás utáni eredmény / Income after taxes
341,861,400
79,468,500
4,938,750
232,142,925
459,000
2,000,000
30,326,550
691,197,125
10,000,000
15,333,333
294,354,542
29,435,454
264,919,088
491,928,840
443,197,856
21,872,126
621,002,924
5,420,250
4,500,000
84,429,407
1,672,351,402
19,210,526
15,333,333
1,107,418,298
110,741,830
996,676,468
700,098,840
633,523,362
30,418,236
756,148,429
8,979,000
7,500,000
123,042,408
2,259,710,276
17,105,263
15,333,333
1,809,264,741
180,926,474
1,628,338,267
Cash Flow
adózás utáni eredmény / Income after taxes
kamatköltség / interest cost (+)
társasági adó / corporate Tax (+)
EBIT
Amortizáció / Depreciation (+)
EBITDA
tőketörlesztés / Capital repayment (-)
társasági adó / corporate Tax (+)
Nettó cash flow / Net cash flow
264,919,088
10,000,000
29,435,454
304,354,542
15,333,333
319,687,875
10,000,000
29,435,454
280,252,421
996,676,468
19,210,526
110,741,830
1,126,628,824
15,333,333
1,141,962,158
103,421,053
110,741,830
927,799,275
1,628,338,267
17,105,263
180,926,474
1,826,370,004
15,333,333
1,841,703,338
101,315,789
180,926,474
1,559,461,074
29.03
9.97
16.39
1,208,051,696
2,767,512,770
DSCR
Halmozott CF / cumulative CF
280,252,421
7. Definitions and abbreviations
Emerging Companies Market
The Multilateral Trading Facility (MTF) operated
by Cyprus Stock Exchange
Cyprus Stock Exchange
The official stock exchange of Cyprus regulated
by CySEC
Articles of association of the Company
Cyprus Securities & Exchange Commission
Board of Directors of the Company
The Company’s By-Laws
The Company’s Certificate of Incorporation
Trophy Resort Nyrt. with registered office in H2038 Sóskút, Petőfi Sándor str. 39.
Euro
Hungarian Forint
Nominated Advisor – Eurivex Ltd
13,680,000 shares of common stock of Trophy
Resort Nyrt.
Articles of Association
CySEC
Board of Directors
By-Laws
Certificate of Incorporation
Company, Trophy Resort Nyrt.,
Issuer
EUR
HUF
Nomad
Introduced Shares
87