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Tonies SE Annual Report 2021
9324_10-k_2022-04-27_9568eda3-fe11-4345-8f62-5d64498d1b1f.pdf
Annual Report
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tonies SE
(Formerly known as 468 SPAC I SE)
Société européenne
ANNUAL ACCOUNTS
FOR THE PERIOD FROM
29 MARCH 2021 (DATE OF REGISTRATION)
TO 31 DECEMBER 2021
AND REPORT OF THE
REVISEUR D'ENTREPRISES AGREE
Registered office: 9, rue de Bitbourg
L - 1273 Luxembourg
R.C.S. Luxembourg: B252939
Table of contents
| Page(s) | |
|---|---|
| Management report | 1-3 |
| Corporate governance statement | 4 |
| Auditor's report | 5-11 |
| Balance sheet | 12-16 |
| Profit and loss account | 17-18 |
| Notes to the annual accounts for the year ended 31 December 2021 | 19-30 |
1
tonies SE
(formerly known as 468 SPAC I SE)
Luxembourg
Management Report 2021
A. Basic information on the Company
tonies SE (formerly known as 468 SPAC I SE) (the "Company" or the "SPAC") was a special purpose vehicle that was incorporated on 18 March 2021 and registered with the Luxembourg Trade and Companies Register under the number B252939 on 29 March 2021. Since 30 April 2021 it has been listed on Frankfurt Stock Exchange.
As part of a successful business combination (de-SPAC merger) at the end of November 2021, shares in tonies Holding GmbH (formerly A. VI Holding GmbH) and its subsidiary, tonies Beteiligungs GmbH (formerly A. VI Beteiligungs GmbH), were contributed to the Company. Please see section B of this management report for more details.
tonies SE is listed on Frankfurt Stock Exchange under the symbol "TNIE" and ISIN LU2333563281.
B. Review and development of the Company's business, finance performance and financial position
The Company did not generate revenue during the period ended 31 December 2021. The Company's activities for the period ended 31 December 2021 were those necessary to prepare for the private placement and the subsequent listing to the regulated market of the Frankfurt Stock Exchange, and, after the listing, identifying a target company for a business combination and ensuring successful completion of the business combination.
A letter of intent dated 2 June 2021 was signed between the Company and tonies Holding GmbH (formerly A. VI Holding GmbH), regarding a business combination.
On 30 August 2021, tonies SE and tonies Holding GmbH concluded a business combination agreement under which tonies SE acquired all outstanding equity and equity equivalents in tonies Holding GmbH in exchange for issuing new public shares and a cash consideration. The prospectus admitting the new public shares for trading on the Frankfurt Stock Exchange was approved by the CSSF (Commission de Surveillance du Secteur Financier), meeting the final condition of the agreement. The business combination was unanimously approved by the SPAC shareholders in the extraordinary general meeting on 15 November 2021.
Under the terms of the transaction, tonies Holding GmbH was valued at a pro-forma enterprise value of EUR 870 million and a pro-forma equity value of EUR 990 million. The transaction had a volume of approximately EUR 400 million, of which EUR 190 million in primary proceeds remained at tonies SE and its subsidiaries. After deducting transaction costs, the additional funds were used for further international growth, product development and to repay tonies Holding GmbH's debt.
i. Financial performance highlights
The Company incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance).
The net loss of the Company for the period ended 31 December 2021 was EUR 21.787.733,92, mainly due to the operating expenses.
ii. Financial position highlights
As at the end of 31 December 2021, the Company has EUR 10,8 million effective cash position. The main assets of the Company are the investments in financial fixed assets amounting to EUR 891.7 million. In addition, there were no material financial liabilities as of 31 December 2021.
C. Annual accounts of the Company
The Annual Accounts of the Company are shown on page 9 to page 27. These were prepared in accordance with Luxembourg's legal and regulatory requirements and using the going concern basis of accounting.
The loss for the year ended 31 December 2021 was EUR 21.787.733,92 mainly due to the operating expenses. It is proposed that the loss for the period ended 31 December 2021 be allocated to profit and loss brought forward at 1 January 2022.
Distributable amounts
At 31 December 2021, the Company had no distributable amounts, as defined by Luxembourg law.
D. Risk management, internal control and corporate governance
The Company's approach to risk management, internal control and corporate governance is consistent with that applied to affiliates in the tonies SE Group and are detailed in the Group Management Report section E Opportunity and risk report. Non-financial information required by regulation is provided below.
No risks were identified that could jeopardise the Company as a going concern in the current financial year. The following report summarises and sets out the most important risks.
i. Geopolitical risks
The situation in Ukraine, which has escalated dramatically since February 2022, shows that long-forgotten risks of military conflict have sadly come to the fore once again.
The potential future impact of this is very hard to predict at present. The Company is currently not directly affected by the consequences as it has no operations or transactions in the affected countries. However, it is likely that it will not be able to escape the macroeconomic developments resulting from the conflict. Risks lie primarily in a possible recession, and inflation.
Management is monitoring the situation closely and prepared to respond flexibly depending on what the situation requires.
ii. Covid-19 risks
Numerous uncertainties make it impossible to predict the future impact of the Covid-19 pandemic and the emergence of new variants and second infections, for example, continue to present a risk.
As a result, our management team is focusing on ongoing planning and risk mitigation in relation to Covid-19, which could mean it has less time for other initiatives.
iii. Risks in relation to business, operations and the financial position
As at the end of 31 December 2021, the Company has EUR 10.8 million effective cash position.
The Board of Directors believes that the funds available to the Company are sufficient to pay costs and expenses incurred by the Company.
E. Research and development
The Company did not have any activities in the field of research and development during the financial period ended 31 December 2021. Economic report
F. Transactions in own shares
On 26 November 2021, the Company redeemed 5.885 class A shares at EUR 10,00 per share as requested by the shareholders in connection with the business combination.
On 9 December 2021, the Company redeemed 16.400.000 class A shares which are then shall be used to grant class A shares in case of the exercise of the class A and B warrants.
G. Outlook
The Company, through its subsidiaries, anticipates a very positive business performance in 2022 that is shaped by ongoing significant growth.
H. Events after the end of the reporting period
Please see Note 13 in the notes to the annual accounts for information on events after the end of the 2021 financial period that have a material impact on the future financial position and performance of the Company.
Luxembourg, 26 April 2022
tonies SE
Patric Faßbender
Managing Director
Marcus Stahl
Managing Director
4
tonies SE
(formerly known as 468 SPAC I SE)
Luxembourg
Corporate Governance Statement by the Board of Directors
For the period ended 31 December 2021
The Board of Directors of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Company's business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company declares that, to the best of our knowledge, the audited annual accounts for the period ended 31 December 2021, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position as of that date and results for the period then ended.
In addition, management's report includes a fair review of the development and performance of the Company's operations during the period and of business risks, where appropriate, faced by the Company, as well as other information required by the Article 68 ter of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.
Luxembourg, 26 April 2022
tonies SE
Patric Faßbender
Managing Director
Marcus Stahl
Managing Director
mazars
Mazars Luxembourg
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Luxembourg
Tel: +352 27 114 1
Fax: +352 27 114 20
www.mazars.lu
To the Shareholders of
tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
R.C.S. Luxembourg B 252.939
REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of tonies SE (the "Company"), which comprise the balance sheet as of 31 December 2021, the profit and loss for the period from 29 March 2021 (date of incorporation) to 31 December 2021, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects the financial position of the Company as of 31 December 2021, and the result of its operations for the period from 29 March 2021 (date of incorporation) to 31 December 2021 in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of the "réviseur d'entreprises agréé" for the Audit of the Financial Statements » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Mazars Luxembourg – Cabinet de révision agréé
Société Anonyme – RCS Luxembourg B 159962 – TVA intracommunautaire : LU24665334
PRAXITY
mazars
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter: | Impairment of Investments in Affiliated Undertakings |
|---|---|
| Description of key audit matter: | tonies SE, as ultimate parent of the Group, holds shares in affiliated undertakings tonies Holding GmbH, tonies Beteiligungs GmbH, tonies Issuance GmbH & Co. KG, tonies Advisors GmbH & Co. KG and tonies Advisors Verwaltungs GmbH amounting to an aggregate of EUR 791m at 31 December 2021 as disclosed in Note 3 to the annual accounts. A value adjustment of EUR 0,4m was recognised during the year. |
As stated in Note 2.2.3 to the annual accounts, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date with any resulting impairments reflected in the profit and loss account in the relevant period.
If an impairment indicator is identified, the estimated recoverable amount of the investment is determined. The estimated recoverable amount is calculated as the higher of the value-in-use or fair value less costs to sell.
The key factors used by management in determining the estimated recoverable amount are:
• the future Revenue and EBITDA assumptions taken from the Group’s most recent budgets (the “Plan”);
• the long-term growth rate used beyond the period covered by the Plan;
• the pre-tax discount rate applied to future cash flows.
The outcome of the impairment review could vary significantly if different assumptions were applied in the valuation model.
Impairment of shares in affiliated undertakings is considered a key audit matter because of the significant judgement involved regarding the assessment of their recoverable amount. |
mazars
| Our response: | Our audit procedures in relation to the valuation of the investments in affiliated undertakings included, among others: We assessed management’s impairment testing by obtaining the supporting model and assessing the methodology and key assumptions made: • Future Revenue and EBITDA forecasts – we assessed management’s forecast and tested the underlying values used in the calculations by comparing managements’ forecast to the latest budget; • Long-term growth rate – we compared the rates applied by management to available externally developed rates; • Pre-tax discount rates – we involved our valuations specialists in our assessment of the appropriateness of discount rate used; • Net Assets – we agreed the net assets to the financial records of the respective companies; and • Key inputs – we performed sensitivity analysis on the main assumptions of the model including but not limited to Future Revenue and EBITDA forecast, Long-term growth rate and Pre-tax discount rate. We compared the carrying amount of the investments to their recoverable amount in order to assess whether an impairment exists. We assessed the completeness and appropriateness of the disclosures in Note 2.2.1 and Note 3 of the Annual Accounts. |
|---|---|
Other information
The Board of Directors is responsible for the other information. The other information comprises the information stated in the Management Report and the Corporate Governance Statement but does not include the financial statements and our report of the “réviseur d’entreprises agréé” thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.
mazars
Responsibilities of the Board of Directors and Those Charged With Governance of the Company for the Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The Board of Directors is also responsible for presenting the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation").
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Responsibilities of the "Réviseur d'Entreprises Agréé" for the Audit of the Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "Réviseur d'Entreprises Agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
8
mazars
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
- Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "Réviseur d'Entreprises Agréé" to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "Réviseur d'Entreprises Agréé". However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
9
mazars
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as "réviseur d'entreprises agréé" on 21 Avril 2021 and and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 1 year.
The Management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is is included in the Management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the financial statements of the Company as at 31 December 2021 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Company, it relates to financial statements prepared in valid xHTML format.
In our opinion, the financial statements of the Company as at 31 December 2021, identified as "Financial statements tonies SE standalone", have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
10
mazars
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.
Luxembourg, 27 April 2022
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Fabien Delante
Réviseur d'entreprises agréé
11
BEULSGP20220414T10534501_002
Page 1/5
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494
Email : [email protected]
| RCSL Nr. : B252939 | Matricule : 2021 8400 052 |
|---|---|
| eCDF entry date : |
BALANCE SHEET
Financial year from 01 29/03/2021 to 02 31/12/2021 (in 03 EUR)
tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
ASSETS
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| A. Subscribed capital unpaid | |||
| I. Subscribed capital not called | 1101 | 101 | 102 |
| II. Subscribed capital called but unpaid | 1103 | 103 | 104 |
| 1105 | 105 | 106 | |
| B. Formation expenses | |||
| 1107 | 107 | 108 | |
| C. Fixed assets | |||
| I. Intangible assets | 1109 | 109 | 891.733.523,79 |
| 1. Costs of development | 1111 | 111 | 112 |
| 2. Concessions, patents, licences, trade marks and similar rights and assets, if they were | 1113 | 113 | 114 |
| a) acquired for valuable consideration and need not be shown under C.I.3 | 1115 | 115 | 116 |
| b) created by the undertaking itself | 1117 | 117 | 118 |
| 3. Goodwill, to the extent that it was acquired for valuable consideration | 1119 | 119 | 120 |
| 4. Payments on account and intangible assets under development | 1121 | 121 | 122 |
| II. Tangible assets | 1123 | 123 | 124 |
| 1. Land and buildings | 1125 | 125 | 126 |
| 2. Plant and machinery | 1127 | 127 | 128 |
| 1129 | 129 | 130 |
The notes in the annex form an integral part of the annual accounts
BEULSGP20220414T10534501_002
RCSL Nr. : B252939
Matricule: 2021 8400 052
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| 3. Other fixtures and fittings, tools and equipment | 1131 | 131 | 132 |
| 4. Payments on account and tangible assets in the course of construction | 1133 | 133 | 134 |
| III. Financial assets | 1135 3 | 135 891.733.523,79 | 136 |
| 1. Shares in affiliated undertakings | 1137 | 137 791.043.280,21 | 138 |
| 2. Loans to affiliated undertakings | 1139 | 139 | 140 |
| 3. Participating interests | 1141 | 141 | 142 |
| 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests | 1143 | 143 | 144 |
| 5. Investments held as fixed assets | 1145 | 145 100.690.243,58 | 146 |
| 6. Other loans | 1147 | 147 | 148 |
| D. Current assets | 1151 | 151 11.510.212,04 | 152 |
| I. Stocks | 1153 | 153 | 154 |
| 1. Raw materials and consumables | 1155 | 155 | 156 |
| 2. Work in progress | 1157 | 157 | 158 |
| 3. Finished goods and goods for resale | 1159 | 159 | 160 |
| 4. Payments on account | 1161 | 161 | 162 |
| II. Debtors | 1163 | 163 397.699,21 | 164 |
| 1. Trade debtors | 1165 | 165 | 166 |
| a) becoming due and payable within one year | 1167 | 167 | 168 |
| b) becoming due and payable after more than one year | 1169 | 169 | 170 |
| 2. Amounts owed by affiliated undertakings | 1171 | 171 290.000,00 | 172 |
| a) becoming due and payable within one year | 1173 | 173 290.000,00 | 174 |
| b) becoming due and payable after more than one year | 1175 | 175 | 176 |
| 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests | 1177 | 177 | 178 |
| a) becoming due and payable within one year | 1179 | 179 | 180 |
| b) becoming due and payable after more than one year | 1181 | 181 | 182 |
| 4. Other debtors | 1183 | 183 107.699,21 | 184 |
| a) becoming due and payable within one year | 1185 | 185 107.699,21 | 186 |
| b) becoming due and payable after more than one year | 1187 | 187 | 188 |
The notes in the annex form an integral part of the annual accounts
BEULSGP20220414T10534501_002
Page 3/5
RCSL Nr. : B252939
Matricule: 2021 8400 052
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| III. Investments | 1189 | 321.250,00 | 190 |
| 1. Shares in affiliated undertakings | 1191 | 191 | 192 |
| 2. Own shares | 1209 4 | 321.250,00 | 210 |
| 3. Other investments | 1195 | 195 | 196 |
| IV. Cash at bank and in hand | 1197 | 10.791.262,83 | 198 |
| E. Prepayments | 1199 | 190.653,37 | 200 |
| TOTAL (ASSETS) | 201 | 903.434.389,20 | 202 0,00 |
The notes in the annex form an integral part of the annual accounts
14
BEULSGP20220414T10534501_002
RCSL Nr.: B252939
Matricule: 2021 8400 052
CAPITAL, RESERVES AND LIABILITIES
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| A. Capital and reserves | |||
| I. Subscribed capital | 1301 5 | 301 898.778.366,08 | 302 |
| II. Share premium account | 1305 | 305 908.444.888,64 | 306 |
| III. Revaluation reserve | 1307 | 307 | 308 |
| IV. Reserves | 1309 | 309 10.283.650,00 | 310 |
| 1. Legal reserve | 1311 | 311 | 312 |
| 2. Reserve for own shares | 1313 | 313 321.250,00 | 314 |
| 3. Reserves provided for by the articles of association | 1315 | 315 262.400,00 | 316 |
| 4. Other reserves, including the fair value reserve | 1429 | 429 9.700.000,00 | 430 |
| a) other available reserves | 1431 | 431 | 432 |
| b) other non available reserves | 1433 | 433 9.700.000,00 | 434 |
| V. Profit or loss brought forward | 1319 | 319 | 320 |
| VI. Profit or loss for the financial year | 1321 | 321 -21.787.733,92 | 322 |
| VII. Interim dividends | 1323 | 323 | 324 |
| VIII. Capital investment subsidies | 1325 | 325 | 326 |
| B. Provisions | |||
| 1. Provisions for pensions and similar obligations | 1333 | 333 | 332 |
| 2. Provisions for taxation | 1335 | 335 | 336 |
| 3. Other provisions | 1337 | 337 | 338 |
| C. Creditors | |||
| 1. Debenture loans | 1435 6 | 435 4.656.023,12 | 436 |
| a) Convertible loans | 1437 | 437 | 438 |
| i) becoming due and payable within one year | 1439 | 439 | 440 |
| ii) becoming due and payable after more than one year | 1441 | 441 | 442 |
| b) Non convertible loans | 1445 | 445 | 446 |
| i) becoming due and payable within one year | 1447 | 447 | 448 |
| ii) becoming due and payable after more than one year | 1449 | 449 | 450 |
| 2. Amounts owed to credit institutions | 1355 | 355 | 356 |
| a) becoming due and payable within one year | 1357 | 357 | 358 |
| b) becoming due and payable after more than one year | 1359 | 359 | 360 |
The notes in the annex form an integral part of the annual accounts
BEULSGP20220414T10534501_002
RCSL Nr. : B252939
Matricule: 2021 8400 052
-
Payments received on account of orders in so far as they are not shown separately as deductions from stocks
a) becoming due and payable within one year
b) becoming due and payable after more than one year -
Trade creditors
a) becoming due and payable within one year
b) becoming due and payable after more than one year -
Bills of exchange payable
a) becoming due and payable within one year
b) becoming due and payable after more than one year -
Amounts owed to affiliated undertakings
a) becoming due and payable within one year
b) becoming due and payable after more than one year -
Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests
a) becoming due and payable within one year
b) becoming due and payable after more than one year -
Other creditors
a) Tax authorities
b) Social security authorities
c) Other creditors
i) becoming due and payable within one year
ii) becoming due and payable after more than one year
D. Deferred income
| Reference(s) | Current year | Previous year |
|---|---|---|
| 1361 | 361 | 362 |
| 1363 | 363 | 364 |
| 1365 | 365 | 366 |
| 1367 | 367 | 4.434.785,31 |
| 1369 | 369 | 4.434.785,31 |
| 1371 | 371 | 372 |
| 1373 | 373 | 374 |
| 1375 | 375 | 376 |
| 1377 | 377 | 378 |
| 1379 | 379 | 212.160,00 |
| 1381 | 381 | 212.160,00 |
| 1383 | 383 | 384 |
| 1385 | 385 | 386 |
| 1387 | 387 | 388 |
| 1389 | 389 | 390 |
| 1451 | 451 | 9.077,81 |
| 1393 | 393 | 9.077,81 |
| 1395 | 395 | 396 |
| 1397 | 397 | 398 |
| 1399 | 399 | 400 |
| 1401 | 401 | 402 |
| 1403 | 403 | 404 |
| 405 | 903.434.389,20 | 406 |
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
0,00
The notes in the annex form an integral part of the annual accounts
BEULSGP20220414T10534501_003 Page 1/3
Annual Accounts Helpdesk :
Tel. : (+352) 247 88 494
Email : [email protected]
| RCSL Nr. : B252939 | Matricule : 2021 8400 052 |
|---|---|
| eCDF entry date : |
PROFIT AND LOSS ACCOUNT
Financial year from 01 29/03/2021 to 02 31/12/2021 (in 03 EUR)
tonies SE
9, rue de Bitbourg
L-1273 Luxembourg
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| 1. Net turnover | 1701 | 701 | 702 |
| 2. Variation in stocks of finished goods and in work in progress | 1703 | 703 | 704 |
| 3. Work performed by the undertaking for its own purposes and capitalised | 1705 | 705 | 706 |
| 4. Other operating income | 1713 | 713 | 714 |
| 5. Raw materials and consumables and other external expenses | 1671 | 7 | 671 -20.790.637,68 |
| a) Raw materials and consumables | 1601 | 601 | 602 |
| b) Other external expenses | 1603 | 603 | -20.790.637,68 |
| 6. Staff costs | 1605 | 605 | 606 |
| a) Wages and salaries | 1607 | 607 | 608 |
| b) Social security costs | 1609 | 609 | 610 |
| i) relating to pensions | 1653 | 653 | 654 |
| ii) other social security costs | 1655 | 655 | 656 |
| c) Other staff costs | 1613 | 613 | 614 |
| 7. Value adjustments | 1657 | 657 | 658 |
| a) in respect of formation expenses and of tangible and intangible fixed assets | 1659 | 659 | 660 |
| b) in respect of current assets | 1661 | 661 | 662 |
| 8. Other operating expenses | 1621 | 8 | 621 -597.846,14 |
The notes in the annex form an integral part of the annual accounts
BEULSGP20220414T10534501_003
RCSL Nr. : B252939
Matricule: 2021 8400 052
Page 2/2
| Reference(s) | Current year | Previous year |
|---|---|---|
| 9. Income from participating interests | ||
| a) derived from affiliated undertakings | 715 | 716 |
| b) other income from participating interests | 717 | 718 |
| 719 | 720 | |
| 10. Income from other investments and loans forming part of the fixed assets | ||
| a) derived from affiliated undertakings | 721 | 722 |
| b) other income not included under a) | 723 | 724 |
| 725 | 726 | |
| 11. Other interest receivable and similar income | ||
| a) derived from affiliated undertakings | 727 | 728 |
| b) other interest and similar income | 729 | 730 |
| 731 | 732 | |
| 12. Share of profit or loss of undertakings accounted for under the equity method | 1663 | 663 |
| 664 | ||
| 13. Value adjustments in respect of financial assets and of investments held as current assets | 1665 | 3 |
| 665 | -368.874,98 | |
| 14. Interest payable and similar expenses | ||
| a) concerning affiliated undertakings | 1627 | 627 |
| b) other interest and similar expenses | 1629 | 629 |
| 1631 | 631 | |
| 1635 | 635 | |
| 16. Profit or loss after taxation | 1667 | 667 |
| 667 | -21.787.733,92 | |
| 17. Other taxes not shown under items 1 to 16 | 1637 | 637 |
| 638 | ||
| 18. Profit or loss for the financial year | 1669 | 669 |
| 670 |
The notes in the annex form an integral part of the annual accounts
18
19
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
- GENERAL
tonies SE (formerly known as 468 SPAC I SE) (the "Company") was incorporated on 18 March 2021 (date of incorporation as per the deed of incorporation agreed between shareholders in front of the notary) in Luxembourg as a European company (Société Européenne or "SE") based on the laws of the Grand Duchy of Luxembourg ("Luxembourg") for an unlimited period of time. The Company is registered with the Luxembourg Trade and Company Register ("Registre de Commerce et des Sociétés", in abbreviated "RCS") under the number B252939 on 29 March 2021. The Company is a listed entity with its class A shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "TNIE" since 30 April 2021. Likewise, the Company's class A warrants are also traded on the open market of the Frankfurt Stock Exchange under the symbol "SPAW". The Company also has 7.500.000 class B shares and 6.400.000 class B warrants issued and outstanding as at 31 December 2021 that are not listed on a stock exchange.
The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
The Company's purpose is the creation, holding, development and realization of a portfolio, consisting of interest and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, in particular in entities developing, producing and distributing high-quality electronic playback devices, whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio.
The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of the entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it considers useful for the accomplishment of these purposes.
Unlike other forms of companies, a Société Européenne only exists from the date of publication of its statutes with the RCS. Accordingly, the annual accounts of the Company were prepared in accordance with Luxembourg legal and regulatory requirements for the period from 29 March 2021 (date of registration of the Company with the RCS) to 31 December 2021 and authorised for issue in accordance with a resolution of the Board of Directors on 26 April 2022. Any act performed and any transaction carried out by the Company between the date of incorporation and the date of registration is considered to emanate from the Company and is therefore included in the annual accounts. The Company's financial year runs from 1 January to 31 December.
The Company also prepares consolidated financial statements which are published under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are published in accordance with the European Single Electronic Format regulation on the Company's website (https://tonies.com/).
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. Basis of preparation
These annual accounts have been prepared in conformity with applicable legal and statutory requirements in Luxembourg under the historical cost convention and on a going concern basis.
The accounting and valuation methods are determined and implemented by the Board of Directors, apart from the regulations of the law of 19 December 2002.
The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Board of Directors believes that the underlying assumptions are appropriate and that the annual accounts therefore present fairly the financial position and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
2.2. Significant Accounting Policies
The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these annual accounts.
2.2.1. Foreign Currency Translation
The Company maintains its books and records in Euro ("EUR"). The balance sheet and the profit and loss account are expressed in EUR.
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions.
Translation of foreign currency balances as at the balance sheet date
- Financial assets denominated in currencies other than EUR are translated at the historical exchange rates;
- Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and historical exchange rate;
- Debts denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and historical exchange rate; and
- Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are not recognized unless it arises from cash at bank and in hand.
20
21
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
2.2.2. Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they were incurred.
2.2.3. Financial assets
Shares in affiliated undertakings and investments held as fixed assets are valued at acquisition cost including the expenses incidental thereto.
In case of durable decline in value according to the opinion of the Board of Directors, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
2.2.4. Cash at bank and in hand
Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
2.2.5. Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
2.2.6. Own shares
Own shares are valued at acquisition cost. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
2.2.7. Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year.
2.2.8. Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption "Creditors becoming due and payable within one year". The advance payments are shown in the assets of the balance sheet under the "Debtors becoming due and payable within one year" item.
22
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
2.2.9. Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the related repayment premium is shown in the balance sheet as an asset and is amortized over the period of the related debt on a straight-line method.
2.2.10. Expenses
Expenses are accounted for on an accrual basis.
2.2.11. Income tax
The Company is subject to income taxes in Luxembourg.
- FINANCIAL ASSETS
Movements in financial assets during the period are as follows:
| Shares in affiliated Undertakings EUR | Investments held as fixed assets EUR | Total EUR | |
|---|---|---|---|
| Gross book value – opening balance | - | ||
| Additions for the period | 1.092.422.470,99 | 100.690.243,58 | 1.193.112.714,57 |
| Repayments for the period | -301.010.315,80 | - | -301.010.315,80 |
| Gross book value – closing balance | 791.412.155,19 | 100.690.243,58 | 892.102.398,77 |
| Accumulated value adjustment – opening balance | - | ||
| Allocation of value adjustments for the period | -368.874,98 | - | -368.874,98 |
| Reversals of value adjustments for the period | - | - | - |
| Accumulated value adjustment – closing balance | -368.874,98 | - | -368.874,98 |
| Net book value – opening balance | - | - | - |
| Net book value – closing balance | 791.043.280,21 | 100.690.243,58 | 891.733.523,79 |
On 31 March 2021, the Company acquired 468 SPAC I Advisors Verwaltungs-GmbH (since renamed "tonies I Advisors Verwaltungs-GmbH") and 468 SPAC I Advisors GmbH & Co. KG (since renamed "tonies I Advisors GmbH & Co. KG") for EUR 30.500,00.
During the year, the Company made an additional capital contribution to 468 SPAC I Advisors GmbH & Co. KG amounting to EUR 301.350.000,00. This refers to the proceeds from the issuance of class A shares and A warrants, including the Additional Sponsor Subscription (see Note 5) which were held in escrow by 468 SPAC I Advisors GmbH & Co. KG.
On 30 August 2021, the Company entered into a Business Combination Agreement ("BCA") with Boxine GmbH (since renamed "tonies GmbH"), A. VI Beteiligungs GmbH (since renamed "tonies Beteiligungs GmbH", Höllenhunde and A. VI. Holding GmbH (since renamed "tonies Holding GmbH") in which the Company acquired all of the shares held in A. VI Holding GmbH and A. VI Beteiligungs GmbH in exchange for the issuance of the Company's class A shares (the "tonies Business Combination") (see Note 5) and the payment of a certain amount of cash.
23
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
On 26 November 2021, the tonies Business Combination was successfully completed and the Company became the legal parent company of tonies Holding GmbH and tonies Beteiligungs GmbH. The acquisitions cost attributable to tonies Holding GmbH amounted to 789.400.268,07 plus directly attributable costs of 1.378.802,92. While the acquisition cost attributable to tonies Beteiligungs GmbH amounted to 100.514.680,00 plus directly attributable costs of 175.563,58.
On 19 November 2021, the Company incorporated 468 SPAC I Issuance GmbH & Co. KG (since renamed "tonies I Issuance GmbH and Co. KG") and contributed EUR 262.900,00.
On 26 November 2021, tonies I Advisors GmbH & Co. KG repaid the capital contribution amounting to EUR 301.010.315,80. This refers to the release of the monies held in escrow upon the consummation of tonies Business Combination.
On 21 December 2021, the Company also capitalized loans receivables from tonies Holding GmbH that was paid as part of the tonies Business Combination amounting to EUR 170.657.938,20.
As of 31 December 2021, shares in affiliated undertakings in which the Company holds at least 20% share capital or which it is a general partner are as follows:
| Name of undertakings | Registered office | Ownership %/ Contribution | Cost of acquisition EUR | Last balance sheet date | Net equity as at 31/12/2021 EUR* | Profit/(Loss) as at 31/12/2021 EUR* |
|---|---|---|---|---|---|---|
| tonies Advisors Verwaltungs GmbH | Berlin, Deutschland | 100% | 28.500,00 | 31/12/2021 | 22.070,62 | -2 929,38 |
| tonies Advisors GmbH & Co. KG | Bonn, Deutschland | 100% | 341.684,20 | 31/12/2021 | -457.158,64 | -797 342,85 |
| tonies Issuance GmbH & Co. KG | Berlin, Deutschland | 100% | 262.900,00 | 31/12/2021 | 242.137,60 | -20.762,40 |
| tonies Holding GmbH | Hamburg, Deutschland | 100% | 790.779.070,99 | 31/12/2021 | 366.984.155,21 | -2.032.491,26 |
(*) Unaudited.
For the period ended 31 December 2021, the Board of Directors have recognized an impairment on the Company's shares in affiliated undertakings amounting to EUR 368.874,98.
- OWN SHARES
On 26 November 2021, the Company acquired 5.885 class A shares at EUR 10,00 per share or EUR 58.850,00 in aggregate as requested by the shareholders in connection with the tonies Business Combination.
On 9 December 2021, the Company acquired 16.400.000 class A shares at EUR 262.400,00 which shall be used to grant class A shares in case of the exercise of the class A and B warrants.
24
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
- CAPITAL AND RESERVES
Movements during the period are as follows:
| Subscribed capital EUR | Share premium account EUR | Legal reserves EUR | Reserve for own shares EUR | Reserves provided for by the articles of association EUR | Other non available reserves EUR | Profit or loss for the financial period EUR | Total EUR | |
|---|---|---|---|---|---|---|---|---|
| Opening balance | - | - | - | - | - | - | - | - |
| Issuance of 12.000.000 class B shares | 120.000,00 | - | - | - | - | - | - | 120.000,00 |
| Conversion of 12.000.000 class B shares to 7.500.000 | - | - | - | - | - | - | - | - |
| Equity contribution in cash without issuance of shares | - | 1.080.000,00 | - | - | - | - | - | 1.080.000,00 |
| Issuance of 6.400.000 class B warrants | - | - | - | - | - | 9.600.000,00 | - | 9.600.000,00 |
| Issuance of 30.000.000 class A shares and 10.000.000 class A shares | 480.000,00 | 299.420.000,00 | - | - | - | 100.000,00 | - | 300.000.000,00 |
| Issuance of 77.347.586 class A shares | 1.237.561,36 | 608.528.538,64 | - | - | - | - | - | 609.766.100,00 |
| Redemption of class A shares | - | -321.250,00 | - | 321.250,00 | - | - | - | - |
| Allocation of warrant reserve | - | -262.400,00 | - | - | 262.400,00 | - | - | - |
| Results for the financial period | - | - | - | - | - | - | -21.787.733,92 | -21.787.733,92 |
| Closing balance | 1.837.561,36 | 908.444.888,64 | - | 321.250,00 | 262.400,00 | 9.700.000,00 | -21.787.733,92 | 898.778.366,08 |
25
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
Subscribed Capital and Share premium
A. Class B shares
As at 31 March 2021, the subscribed share capital amounts to EUR 120.000,00 consisting of 12.000.000 class B shares without nominal value.
On 15 April 2021, following the extraordinary general meeting of shareholder, the Company converted the 12.000.000 class B shares into 7,500,000 Class B Shares, without any capital reduction.
On 15 April 2021, the sponsor contributed an amount of EUR 1.080.000,00 to the equity of the Company without issuance of shares. These monies will be used to cover the remuneration of the Board of Directors of the Group as well as due diligence costs. On 29 April 2021, the Board of Directors resolved to allocate EUR 262.400,00 to the Warrant reserve out of share premium.
Further to the completion of the tonies business combination, all class B Shares will automatically convert into class A shares at a ratio of one class A share for one class B Share following the day of expiration of the Sponsor Lock-up (as defined below) (the "Promote Conversion").
The sponsor and the co-sponsors have committed not to transfer, assign, pledge or sell any of the class B Shares and class B warrants other than to Permitted Transferees (as defined in the prospectus) until the first anniversary of the business combination, or earlier if, at any time, the closing price of the class A shares for any twenty (20) trading days within a thirty (30) day trading period equals or exceeds twelve euro (EUR 12.00) (the "Sponsor Lock-up").
The class B shares will only have nominal economic rights (i.e., reimbursement of their par value, at best, in case of liquidation). The class B shares are not part of the private placement and are not listed on a stock exchange.
B. Class A shares
On 29 April 2021, the Company has issued 30.000.000 class A shares with a par value of EUR 0.016, with International Securities Identification number ("ISIN") LU2333563281, together with 10.000.000 class A warrants (together, as "unit") for an aggregate price of EUR 10,00 per unit. The class A warrants have an allocated value of EUR 100.000,00 from the total proceeds. The proceeds were temporarily held in escrow by tonies I Advisors GmbH & Co. KG and were released upon the consummation of tonies Business Combination.
On the issue date, the Company incurred transaction costs amounting to EUR 5.936.572,01. These transaction costs are incremental costs that are directly attributable to the issuance of the class A shares and its subsequent listing to the Frankfurt Stock Exchange and were charged to the profit and loss account as part of other external expenses during the period (see Note 7). The transaction costs include underwriting fees, certain legal fees, audit fees, accounting and administration fees, agency fees and CSSF fees.
On 26 November 2021, in connection with the tonies Business Combination, the Company experienced the below movements in the subscribed capital and share premium with respect to class A shares:
- the Company issued 10.500.000 class A shares at EUR 10,00 per share (par value of EUR 0,016 per share) to PIPE ("Private Investments in Public Equity") investors;
- the Company issued 50.431.586 class A shares at EUR 10,00 per share (par value of EUR 0,016 per share) in exchange of A. VI Holding GmbH and A. VI Beteiligungs GmbH shares (contribution in kind);
26
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
- the Company issued 16.400.000 class A shares at par value of EUR 0,016 per share to 468 SPAC I Issuance GmbH & Co. KG; and
- the Company issued 16.000 class A shares at EUR 11,74 per share (par value of EUR 0,016 per share) to a supervisory board member.
In relation to the Tonies Business Combination, the Company had also acquired a number of class A shares, as disclosed in Note 4.
As at 31 December 2021, the subscribed capital of the Company amounts to EUR 1.837.561,36 represented by 107.347.586 class A shares, and 7.500.000 class B shares, without nominal value. The authorized capital, excluding the issued share capital, is set at EUR 10.225.894,64 consisting of 639.118.414 class A shares without nominal value.
Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net profits for each financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available for distribution to the shareholders.
Reserves for own shares
The Company purchased its own shares during the year as shown in balance sheet as Own shares (see Note 4). Accordingly, the Company has provided a non-distributable reserve in accordance with the Luxembourg law for an amount equivalent to the acquisition cost.
Reserves provided for by the articles of association - Warrant reserve
Pursuant to Article 29 of the amended Articles of Association, the Board of Directors has the obligation to create a specific reserve in respect of the exercise of any class A warrants or class B warrants issued by the Company (the "Warrant reserve") and allocate and transfer sums contributed to the share premium and/or any other distributable reserve of the Company to such Warrant reserve. The Board of Directors may, at any time, fully or partially convert amounts contributed to such Warrant reserve as payment for the subscription price of any class A shares to be issued further to an exercise of class A warrants or class B warrants issued by the Company. The Warrant reserve is not distributable or convertible prior to the exercise, redemption or expiration of all outstanding class A warrants and class B warrants and may only be used as payment for the class A Shares issued pursuant to the exercise of such class A warrants and class B warrants; thereupon, the Warrant reserve will be a distributable reserve.
As at 31 December 2021, the Board of Directors resolved to allocated EUR 262.400,00 to the Warrant reserve.
27
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
Other reserves
Other reserves refer to the class A and B warrants.
Class A warrants
On 29 April 2021, the Company had issued 10.000.000 class A warrants (the "Class A warrants") together with the class A shares (together, as "Unit") for an aggregate price of EUR 10,00 per Unit, each unit comprising one class A share and one third of a Class A Warrant. The nominal subscription price per Class A warrant was EUR 0,01. Class A warrants has ISIN code of LU2333564099. Each Class A warrants entitles its holder to subscribe for one class A share, with a stated exercise price of EUR 11,50, subject to customary anti-dilution adjustments. Holders of Class A warrants can exercise the warrants on a cashless basis unless the Company elects to require exercise against payment in cash of the exercise price. As at 31 December 2021, the value of the other reserves related to class A warrants is EUR 100.000,00.
Class A warrants may only be exercised for a whole number of class A shares. Class A warrants will become exercisable 30 days after the completion of a business combination. Class A warrants expire five years from the date of the consummation of the business combination, or earlier upon redemption or liquidation. The Company may redeem Class A warrants upon at least 30 days' notice at a redemption price of EUR 0,01 per Class A warrant if (i) the closing price of its class A shares for any 20 out of the 30 consecutive trading days following the consummation of the business combination equals or exceeds EUR 18,00 or (ii) the closing price of its class A shares for any 20 out of the 30 consecutive trading days following the consummation of the business combination equals or exceeds EUR 10,00 but is below EUR 18,00, adjusted for adjustments as described in the section of redemption of warrants in the prospectus. Holders of Class A warrants may exercise them after the redemption notice is given.
Class B warrants
On 16 April 2021, the sponsor and co-sponsors have subscribed for an aggregate of 5.500.000 class B warrants at a price of EUR 1,5 per warrant (the "Sponsor Capital At Risk") and the aggregate price of EUR 8.250.000,00. The sponsor agreed to set off EUR 45.500,00 of the shareholder loan against the subscription price of the class B warrants. The proceeds from the class B warrants is used to finance the Company's working capital requirements, private placement and listing expenses (except for fixed deferred underwriting fee which shall be paid from the escrow account), and due diligence cost in connection with the business combination.
On the same date, the sponsor and co-sponsors have additionally subscribed for 900.000 class B warrants (together with the 5.500.000 class B warrants representing the Sponsor Capital At Risk, the "Class B Warrants"), at a price of EUR 1,5 per warrant and for an aggregate price of EUR 1.350.000,00 (the "Additional Sponsor Subscription"). The proceeds from this Additional Sponsor Subscription is used to cover the negative interest, if any on the cash held in escrow. For any excess portion of the Additional Sponsor Subscription remaining after the consummation of the business combination and any redemption of class A shares, the sponsor and co-sponsors may:
i) elect to either request repayment of the remaining cash portion under the Additional Sponsor Subscription by redemption of the corresponding number of class B warrants subscribed for under the Additional Sponsor Subscription; or
ii) not to request repayment of the remaining cash portion of the Additional Sponsor Subscription and to keep the class B warrants subscribed under the Additional Sponsor Subscription.
The Company did not request repayment of the remaining cash portion on the Additional Sponsor Subscription at the closing of the tonies Business Combination.
Class B warrants are identical to the Class A warrants underlying the Units sold in the private placement, except that the Class B warrants are not redeemable and may always be exercised on a
28
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
cashless basis while held by the sponsor and the co-sponsors or their Permitted Transferees (defined in the prospectus). Class B warrants are not part of the private placement and are not listed on a stock exchange.
As at 31 December 2021, the value of the other reserves related to class B warrants is EUR 9.600.000,00.
- CREDITORS
Creditors due and payable within one year are composed of the following:
| Total | |
|---|---|
| 31/12/2021 | |
| EUR | |
| Trade creditors and accruals | 4.434.785,31 |
| Amounts owed to affiliated undertakings | 212.160,00 |
| Other payables | 9.077,81 |
| Total | 4.656.023,12 |
- OTHER EXTERNAL EXPENSES
Other external expenses are composed of:
| From 29/03/2021 to 31/12/2021 EUR | |
|---|---|
| Underwriting fees | -11.532.000,00 |
| Advisory fees | -4.575.000,00 |
| Legal fees | -2.276.526,55 |
| Audit fees | -370.601,41 |
| Insurance expense | -426.102,78 |
| Accounting and administration fees | -348.024,13 |
| Tax advice fees | -217.154,49 |
| Agency fees | -123.900,00 |
| Other professional fees | -867.296,48 |
| Notary fees | -16.427,75 |
| Bank charges | -8.532,01 |
| Other expenses | -29.072,08 |
| Total | -20.790.637,68 |
29
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
The total audit fees paid are as follows:
| From 29/03/2021 to 31/12/2021 EUR | |
|---|---|
| Statutory audit of the annual accounts | -126.000,00 |
| Audit-related fees* | -244.601,41 |
| Total | -370.601,41 |
*not included above are audit-related fees amounting to EUR 89.655 capitalized as directly attributable costs on the acquisition of A. VI Holding GmbH and A. VI Beteiligungs GmbH
- OTHER OPERATING EXPENSES
Other operating expenses are composed of:
| From 29/03/2021 to 31/12/2021 EUR | |
|---|---|
| Directors' fees | -258.500,00 |
| CSSF fees | -266.729,00 |
| Listing fees | -72.617,14 |
| Total | -597.846,14 |
- STAFF
The Company did not employ any staff during the financial period ended on 31 December 2021.
- EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER MEMBERS OF THOSE BODIES
The Company did not grant any emoluments and has no commitments in respect of retirement pensions to members of its Board of Directors during the financial period ended on 31 December 2021.
- ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
The Company did not grant any advances or loans to members of its Board of Directors during the financial period ended on 31 December 2021.
- OFF-BALANCE SHEET COMMITMENTS
There are no off-balance sheet commitments as of 31 December 2021.
30
tonies SE
(Formerly known as 468 SPAC I SE)
Notes to the annual accounts for year ended 31 December 2021
(Expressed in EUR)
- SUBSEQUENT EVENTS
In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and Luhansk People Republic by the Russian Federation. Announcements of potential additional sanctions have been made following military operations initiated by Russia against Ukraine on 24 February 2022.
Following the military conflict initiated by Russia against Ukraine on 24 February 2022, there has been a significant increase in volatility on the securities and currency markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy. The Board of Directors regard these events as non-adjusting events after the reporting period. Although neither the Company's performance and going concern nor operations, at the date of this report, have been significantly impacted by the above, the Board of Directors continue to monitor the evolving situation and its impact on the financial position and results of the Company. The impact of the war in Ukraine and its implications cannot be quantified at this point in time.
In addition, in March 2022, the Company has transferred its holdings in tonies Beteiligungs GmbH to tonies Holding GmbH, so that tonies Beteiligungs GmbH is a 100% subsidiary of tonies Holdings GmbH.
There are no other significant subsequent events after balance sheet date, other than those disclosed in herein.